exv10w1






Exhibit 10.1




MASTER AIRPORT ACCESS AGREEMENT




     This Master Airport Access Agreement (the “Agreement”) is entered into as of November 22, 2010
(“Effective Date”) by and between the Panama City-Bay County Airport and Industrial District (the
“District”), an independent special district of the State of Florida, and The St. Joe Company
(“JOE”), a Florida corporation (collectively, the “Parties”).



RECITALS




     A. The District owns by Special Warranty Deed from JOE dated November 7, 2007, and recorded in
Official Records Book 3000, Page 1952, Official Records, Bay County, Florida (the “Deed”), land on
which the District will operate the Northwest Florida Beaches International Airport (the
“Airport”), a publicly funded commercial service airport located in Bay County, Florida, which is
depicted in Exhibit A.



     B. JOE or its subsidiary, St. Joe Timberland Company of Delaware, L.L.C. (“Timberland”), is
the owner and developer of private land adjacent to and near the Airport (the “Private Land”), a
portion of which is depicted on Exhibit B attached hereto and made a part hereof by this reference.



     C. Pursuant to the Deed and the Land Donation Agreement between the District and JOE dated
August 22, 2006 (the “Land Donation Agreement”), the Parties have agreed to cooperate on specific
strategies to market the Airport and the West Bay Sector Plan to attract new industries consistent
with the uses contemplated in the map and policies known as “Chapter 12” of the Bay County
Comprehensive Plan.



     D. In order to further the specific strategies referenced above, the District and JOE agreed
in the Land Donation Agreement that the District will provide access, subject to the approval
requirements of the Federal Aviation Administration (the “FAA”) as set forth herein and compliance
with the District’s federal grant obligations, from the Private Land to the Airport Operations Area
(the “AOA”) consistent with the interests of the District in ensuring safety and security of the
airfield and providing for the financial self-sustainability of the Airport.



     E. The District and JOE each acknowledge that this Agreement will facilitate economic
development thereby contributing to the financial self-sustainability of the Airport by
establishing the process by which access to the AOA will be documented consistent with the original
intent and purpose of the Land Donation Agreement.



     NOW, THEREFORE, in consideration of the mutual promises and upon the terms and subject to the
conditions set forth herein, the parties agree as follows:



AGREEMENT




     1. Recitals. The above recitals are incorporated herein and agreed to by the Parties.



     2. Access Rights. Pursuant to the Deed and Land Donation Agreement, JOE has access rights to
the AOA subject to specific requirements. This Agreement grants JOE access



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to the AOA in locations to be determined and as more specifically depicted on Exhibit B from
the Private Land. This Agreement does not make JOE an end user as defined in Paragraph 3 below
unless and until JOE obtains the approvals and executes the End User License Agreement described in
Paragraph 3 below. The parties have initially identified three (3) access points on Exhibit B as
initial locations for such access; however the District acknowledges that JOE may request approval
for additional access points from time to time in the future. Nothing herein shall be construed to
bar the District from further alteration, development, expansion or improvement of the Airport, and
the District expressly reserves the right to do so, but the District agrees to collaborate with JOE
so that any such alteration, development, expansion or improvement acknowledges and considers any
proposed or approved access points of JOE or its assigns including without limitation those access
points identified on Exhibit B. JOE shall be afforded flexibility as to the number and location of
access points subject only to limitations imposed by reason of the Land Donation Agreement,
operational safety and efficiency considerations and providing for the financial
self-sustainability of the Airport as determined by the District, the FAA, and security
considerations as determined by the TSA. To that end, JOE agrees to collaborate with the District
over time as the District plans its lands inside the fence, and use its best efforts to identify
the location, and configuration of the access taxiways from time to time so that the District can
incorporate through the fence locations in its master planning initiatives. The access granted
herein shall be for the purpose of allowing JOE or its assigns or end users to conduct operations
including but not limited to aviation related activities and aircraft operations on the access area
of its off airport land, so that it will have unobstructed access to airport taxiways leading to
runways, for the purpose of maneuvering, taking off, loading, unloading, and landing of aircraft.
The access rights granted herein are intended to define, describe and comply with the rights
granted in the Deed and must be construed to be consistent with the language of the Deed.




     3. End Users and License Agreement. In order to have access rights to the AOA an end user
must have an End User License Agreement. Subject to end user approval by the District, the FAA and
any other applicable regulating entity, end users designated by JOE shall have use and enjoyment of
the access rights herein described. Any access to the AOA is conditioned upon the end user
executing an End-User License Agreement in a form agreed to by the parties and as may be amended
from time to time by the District so long as the amendment is reasonable and consistent with the
purposes of this Agreement and the Land Donation Agreement. By way of example, the types of end
uses that are considered suitable include but are not limited to: industrial parks, aviation
related activities and aircraft operations, engineering, aircraft or component manufacturing,
MRO’s, aeronautical assembly, and air freight and logistics operations. Aeronautical service
providers such as FBO’s, retail fuel sales, and t-hangars are prohibited. Residential uses are
prohibited. It is likely that aviation related uses will occur on JOE owned land and on land owned
by the District. The failure to approve an end user cannot be arbitrary or capricious.



     4. Improvements. The District agrees to permit JOE to construct improvements built to FAA
standards on land owned by the District within the access areas identified in Exhibit B or in other
areas approved by the District, subject to the District’s and all other necessary approvals as to
design and specification, environmental, permitting, etc. (the “Improvements”), which approval will
not be unreasonably withheld. All costs associated with any planning, design, permitting,
environmental approvals, and construction shall be at no cost to the District. The Improvements may
include but are not limited to taxiway(s), control gate(s), and/or corresponding truck/tug road(s).
Access taxiways and truck/tug roads on the Property will be available for use by on airport users
and off-airport end users who are on or have legal access through parcels abutting any portion of
such taxiways or truck/tug roads (the “Off-Airport



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Parcels”). Plans and specifications for taxiways and truck/tug roads shall be approved by the
District prior to construction, which approval shall not be unreasonably withheld. In addition, to
the extent mitigation land may be required beyond the approximately 9,600 acres of mitigation land
which was dedicated for the benefit of the development of the District’s property and recorded in
Official Records Book 2855, Page 317, Official Records of Bay County, Florida, for work in or
around wetlands specifically related to the Improvements, JOE agrees that the required mitigation
land shall be addressed in the cost sharing agreement contemplated in Paragraph 5 of this
Agreement. Upon completion of any Improvement, those portions of the Improvements within the
Airport boundaries shall be conveyed to the District. The District shall maintain any dedicated
portion of the Improvement in accordance with commercial aviation standards for maintenance of
public taxiways. Any conveyance of the Improvements, shall be subject to the Access Rights
provided in Paragraph 2 and elsewhere in this Agreement.




     5. Cost Sharing Agreement. To the extent that the Improvements constructed by JOE are
improvements contemplated in the District’s Airport Layout Plant (the “ALP”), as it may be amended,
the District and JOE agree to discuss a cost-sharing agreement related to those improvements prior
to commencement of construction. To the extent that JOE pays the cost of constructing, repairing,
maintaining or reconstructing any Improvement described in the preceding sentence or provides any
mitigation land as may be required under Paragraph 4, and such cost or value is not reimbursed by
the District or otherwise, JOE shall receive a credit for a period not to exceed twenty years equal
to the unreimbursed amount paid or provided by JOE which credit JOE or its assigns may apply
against any fees due under the Fee Schedule for it as an end user or for another end user (as
defined in Paragraph 9).



     6. FAA Grant Assurances and Other Obligations. Consistent with the terms of the Land Donation
Agreement, JOE acknowledges that certain terms and conditions described in this Access Agreement -
including the location of infrastructure, the method of controlling access to the AOA and the
protection of the ability of the District to adhere to its federal grant obligations-shall be
subject to the prior approval of the Federal Aviation Administration (the “FAA”) and shall be in
compliance with all applicable FAA rules (including but not limited to the requirements set forth
in FAA Order 5190.6B and FAA Advisory Circular 150/5190-7) and the District’s federal grant
obligations. Furthermore, any and all of the provisions set forth in this Agreement remain subject
to the requirements of the District’s federal grant obligations, any other statutes, regulations
and ordinances now legally in effect, or as they may be hereafter reasonably and legally amended or
adopted in the future (including but not limited to the laws administered by the FAA, the Florida
Department of Environmental Protection, the U.S. Army Corps of Engineers, Bay County and Panama
City) and the existing Army Corps of Engineers 404 Conceptual Permit No. SAJ-2001-5264 (IP-GAH).
This Agreement is subordinate to the requirements of the Airport’s FAA Grant Assurances and,
pursuant to the applicable FAA regulations as they may be amended from time to time, nothing herein
shall be construed to grant any unfair competitive advantage to JOE or its assigns relative to the
users or tenants of the Airport.



     7. Amendments to Airport Layout Plan. The District agrees, upon approval and acceptance of
the plan for the Improvements, to make formal amendments to the ALP to reflect the Improvements and
access to the AOA, as required by the FAA. Any costs associated with such amendments shall be
borne by the District.



     8. Grant of Access by End Users and JOE. JOE and end users through the End User License
Agreement agree to grant to the District non-exclusive access to portions of the Off-Airport
Parcels of the Private Land that will become an extension of the AOA for purposes of



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security and regulatory compliance. Each Off-Airport Parcel shall contain an access area
which will be defined by mutual agreement of the Parties and applicable regulations. The access
area shall be separated from the remainder of the off-airport parcel by a wall, fence or other
physical barrier. The District or any other regulatory authority responsible for operation and
safety of the Airport shall have the right to enter the access area to inspect or perform other
regulatory requirements. All applicable safety and operational rules and regulations (the
“Regulations”) applicable to the Airport shall be applicable to access areas. No rules or
regulations of the District shall affect the access right, other than this Agreement and the
Regulations. The District acknowledges that the Agreement will provide access to land that may
have different land use and zoning standards than those on-airport lands owned by the District.




     9. Access Fee Schedule. The District will create a schedule of fees (the “Access Fee
Schedule”) to be paid by end users of the access rights described in Paragraph 2 of this Agreement.
The District may adjust the Access Fee Schedule no more than once per year. Any fee increase may
not exceed the lesser of the percentage increase reflected in the prior twelve month period by the
Consumer Price Index (CPI-U, U.S. City Average, all items, 1982-84=100), or three percent (3%) per
adjustment. Fees due under the Fee Schedule shall not be due until commencement of actual use of
the access rights by the end user.



     10. General Provisions. The parties hereto agree to the following general provisions:




     a. Further Documentation. The parties hereto agree to execute any and all documents
advisable and/or necessary to effectuate the terms and intent of this Agreement.




     b. Binding. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. Any rights or privileges bestowed herein to JOE
shall also inure to the benefit of Timberland and any other JOE subsidiary.




     c. Invalidity of Provisions. If any provision of this Agreement as applied to either
party or to any circumstance shall be adjudged by a court to be void and unenforceable, the
same shall in no way affect any other provision of this Agreement, the application of such
provision in any other circumstances, or the validity or enforceability of the Agreement as
a whole.




     d. Modification. This Agreement shall not be modified by either party by oral
representation made before or after the execution of this Agreement. All modifications must
be in writing and signed by the parties.




     e. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original Agreement, and all of which shall constitute one Agreement
as of the Effective Date




     f. Time of Essence. Time is of the essence for the performance of each and every
covenant and the satisfaction contained in this Agreement.




     g. Attorney’s Fees. In the event any action is brought to enforce or interpret any of
the terms and provisions of this Agreement, the “prevailing party” in such action shall be
entitled to recover, as an element of costs of suit and not as damages,



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reasonable costs and expenses, including but not limited to taxable costs and a
reasonable attorney’s fee.




     h. Construction. This Agreement shall not be construed against the party preparing
it, but shall be construed as if all parties prepared this Agreement, and in accordance
with the laws of the State of Florida. Jurisdiction shall be Bay County, Florida.




     i. Miscellaneous. All negotiations are merged into this Agreement. This Agreement
constitutes the entire understanding of the parties concerning the subject of this
Agreement. This Agreement shall constitute a binding obligation between the parties.




     j. Costs and Expenses. Each of the parties shall pay all cost and expenses incurred or
to be incurred by it in negotiating and preparing this Agreement and in closing and carrying
out the transactions contemplated by this Agreement.




     k. Headings. The headings of the paragraphs and subparagraphs of this Agreement are
included for purposes of convenience only, and shall not affect the construction or
interpretation of any of its provisions.




     l. Gender. Any reference to he, she, or it shall not be binding as to gender, but
shall be construed and interpreted to mean he, she, or it as appropriate in connection with
the correct gender.




     m. Incorporation of Recitals. The Recitals are hereby incorporated in this Agreement
by this reference.




     n. Authority to Execute. The individuals executing this Agreement on behalf of a
corporation, partnership, trust, or other entity, hereby represent and warrant that they are
duly authorized to do so on behalf of such entity, and that all corporate, partnership,
trust or other entity requirements have been fully complied with including such resolutions,
voting, or agreements as may be required to enter into this Agreement and to make this
Agreement a binding obligation of such entity.




     o. Facsimile Copies. Facsimile executed copies of this Agreement shall be deemed an
original copy. Any party may rely upon the facsimile copy of the original executed
Agreement, which may be executed in counterparts. The parties agree to exchange fully
executed original copies by mail within five (5) days after signing, provided that said
exchange or the failure to exchange originals shall in no way be construed as voiding or
negating use of the facsimile copies as originals.




     p. Notices. All notices permitted or required under this Agreement shall be deemed
given upon (i) personal delivery (ii) actual receipt of notice by the party to whom such
notice was directed, or (iii) forty-eight (48) hours after having been deposited in a
nationally recognized courier service with a second copy sent by regular first-class mail
and addressed to the appropriate party, at the address provided below or such other address
as may hereafter be given by one party to the other party.



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     q. Recording. JOE may prepare and record, and the District agrees to sign, a
memorandum or other document reflecting specific locations of the access rights herein
described.


     r. Assignment. This Agreement may not be assigned by either Party without the written
consent of the other Party, which consent shall not be unreasonably withheld, conditioned or
delayed and provided the assignee of this Agreement agrees to assume the responsibilities of
the assigning Party hereunder, as applicable.


Panama City-Bay County Airport and Industrial District

6300 West Bay Parkway

Panama City Beach, Florida 32409

FAX: 850-785-5674

Attention: Randy Curtis


The St. Joe Company

133 South WaterSound Parkway

WaterSound, Florida 32413

FAX: 850-231-6595

Attention: Ken Borick


     IN WITNESS WHEREOF, the parties hereto have affixed their signatures the date first above
written.



	 	 	 	 	 

	Panama City-Bay County Airport and Industrial District	 	 
	 
	 	 	 	 
	By:

	 	/s/ G. L. Clemons	 	 
	 

	 	 	 	 
	 

	 	G. L. Clemons	 	 
	Title:

	 	Board Chairman	 	 
	 
	 	 	 	 
	The St. Joe Company, a

Florida corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Roderick T. Wilson	 	 
	 

	 	 	 	 
	Title:

	 	President — West Bay Sector	 	 




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Attachment 1




Land Donation Agreement




Between



Panama City — Bay County Airport and Industrial District



and



The St. Joe Company



This Land Donation Agreement (this “Agreement”) made and entered into this 22nd day of August,
2006, by and between the Panama City-Bay County Airport and Industrial District (the “District”),
an independent special district of the State of Florida, and The St. Joe Company (“JOE”), a Florida
corporation (collectively, the “Parties”).


W I T N E S S E T H:




     WHEREAS, as early as the 1960s the District recognized the need for expanded facilities and
runways at the existing Panama City-Bay County International Airport (the “Existing Airport”); and



     WHEREAS, in the 1970s the Federal Aviation Administration (the “FAA”), various regulatory
agencies and Governor Claude Kirk reviewed plans to extend the primary runway at the Existing
Airport; and



 









 





     WHEREAS, plans to extend the primary runway did not proceed at that time due to inadequate
funding and community concerns about the environmental and social impacts of extending the primary
runway; and



     WHEREAS, in 1987 a District master plan approved by the FAA recommended the expansion of the
terminal facilities and again recommended the extension of the primary runway; and



     WHEREAS, plans to extend the primary runway were delayed due to community concerns about
environmental and social impacts; and



     WHEREAS, in 1993 the Panama City Commission and the Bay County Board of County Commissioners
entered into an interlocal agreement backing bonds to improve terminal facilities, held public
meetings and completed a substantial deviation of its Development of Regional Impact in order to
permit expansion; and



     WHEREAS, in 1994 the District initiated environmental studies and permitting to extend its
6,300 foot primary runway by 1,700 to 2,200 feet into Goose Bayou, requiring an estimated 42 acres
of fill in North Bay, including 14 acres containing seagrasses; and



     WHEREAS, over the next four years the District conducted environmental studies and pursued
environmental permits seeking permission from the state to extend the runway; and



 









 





     WHEREAS, throughout the four year time period, certain concerned citizens and environmental
advocacy groups opposed plans to extend the runway; and



     WHEREAS, in June of 1998, in response to opposition to the runway extension plans, the
District initiated studies to explore other alternatives to improve the Existing Airport; and



     WHEREAS, the District initiated discussions with JOE to seek its support for an improved and
expanded airport; and



     WHEREAS, such discussions led to a proposal that included the possible charitable donation of
land by JOE to relocate the Existing Airport to achieve the objectives of additional air traffic
and overall safety improvements; and



     WHEREAS, on November 23, 1998, the District placed runway extension plans on hold and
initiated the process of determining the feasibility of a replacement airport facility; and



     WHEREAS, on November 17, 1999, after nearly 18 months of consideration, JOE formally indicated
its willingness to make a charitable contribution of up to 4,000 acres in west Bay County to the
District to allow it to further explore the feasibility of a replacement airport facility; and



     WHEREAS, on April 12, 2001, following feasibility studies and a site evaluation analysis, the
FAA provided a tentative, advisory determination under



 









 




14 CFR Part 157 that, subject to certain
specified conditions, a proposed relocation of the Panama City-Bay County International Airport
(the “Airport”) to a site in west Bay County would not adversely affect the safe and efficient use
of local airspace; and




     WHEREAS, on November 6, 2001, the District, JOE and the Bay County Board of County
Commissioners entered into an agreement to prepare an optional sector plan on approximately 75,000
acres in west Bay County in order to seek citizen participation and develop a vision for the
Airport, including planning for compatible area land uses and environmental conservation; and



     WHEREAS, the West Bay Area Sector Plan provides a blueprint for the area land uses including
the Airport and the creation of the West Bay Preservation Area, a plan that proposes to protect the
West Bay environment forever and mitigate environmental impacts of the relocated airport
development; and



     WHEREAS, on September 24, 2002, the Bay County Board of County Commissioners unanimously
adopted the West Bay Sector Plan overlay map and policies; and



     WHEREAS, at the District’s request the FAA initiated an Environmental Impact Statement process
and held a public meeting on May 13, 2003, in order to receive initial public comment on
alternatives to expand or relocate the Existing Airport; and



 









 





     WHEREAS, on December 11, 2003, the Bay County Board of County Commissioners adopted the West
Bay Detailed Specific Area Plan and the Airport Detailed Specific Area Plan providing land use
approval for the Airport and adjacent compatible uses and environmental conservation; and



     WHEREAS, the District has initiated an airport master planning process in accordance with FAA
guidelines and requirements, and such process will include preparation of an Airport Master Plan
and an Airport Layout Plan (“ALP”), and such Airport Master Plan and ALP will provide that the
Airport will have sufficient infrastructure and facilities necessary for the operation
of a public commercial service airport at a service level equal to or greater than that
provided at the Existing Airport; and



     WHEREAS, resolutions, proclamations and letters in support of the Airport have been adopted by
the Bay County Commission, the Panama City Beach City Council, the Washington County Commission,
the Gulf County Commission, the Franklin County Commission, the City of Port St. Joe Commission,
the City of Callaway Commission, the Town of Cedar Grove Council, the City of Parker Council, the
City of Lynn Haven Commission, the Panama City Beach Convention and Visitors Bureau, Inc., the City
of Springfield Commission, the City of Wewahitchka Commission, the Bay County Chamber of Commerce,
the Panama City Beach’s Chamber of Commerce, the Bay County Tourist Development Council and Gulf
Coast Workforce Board; and



 









 





     WHEREAS, the FAA released a Draft Environmental Impact Statement in November 2004 and
thereafter, in order to seek public comment on the alternatives to expanding or relocating the
Existing Airport, held a public hearing on January 11, 2005, and received written comments through
January 28, 2005; and



     WHEREAS, the FAA issued a Notice of Availability for the Final Environmental Impact Statement
(FEIS) in the Federal Register on May 12, 2006 and received written comments through July 5, 2006;
and



     WHEREAS, JOE recognizes the potential public benefits that can be promoted by the Airport,
including (i) attracting additional air carriers to the region and thereby benefiting the public by
bringing better air service to Northwest Florida; (ii) protecting the environment; (iii) creating a
higher quality planning standard for Bay County; (iv) creating new jobs for the region; (v)
benefiting the United States military and specifically Tyndall Air Force Base through the reduction
or elimination of air space conflicts; and (vi) creating potential economic development for Bay
County; and



     WHEREAS, JOE desires to support the project through the charitable contribution of its land as
set forth herein; and



     WHEREAS, JOE wishes to ensure that its contribution of land is used for its intended
charitable purpose as a federally-funded, grant-obligated, public-use




 









 







airport and the District
wishes to provide JOE with assurances and legally enforceable rights to ensure that the donated
land be used for such purposes;




     NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, the
District and JOE hereby agree as follows:


1. Contribution of Airport Property. Subject to the terms and conditions set forth herein, and in
consideration of the premises provided in this Agreement, JOE will transfer to the District by
Special Warranty Deed the property consisting of approximately 4,000 acres of land as specified in
Exhibit A (the “Airport Property”). The transfer of the Airport Property is subject to the
occurrence of the following events:





	a.	 	The District has received final federal, state and local governmental permits and approvals
required for the construction, equipping and operation of the new Airport as generally
described in Exhibit B (the “Improvements”), and all applicable appeal and challenge periods
for such permits, approvals and authorizations have either expired or, with respect to any
federal challenge periods, the requirement that such challenge period shall have expired in
order for the District to comply with this provision of the Agreement shall have been waived
by JOE in its sole discretion;






	b.	 	The District has the authority, pursuant to special acts and general law, to construct the
Improvements and to perform the terms of this Agreement; and




 









 












	c.	 	Either (i) the District has secured and has available all funds that are required to pay for
the construction, equipping and operational costs of the Improvements or (ii) the District has
presented documentation demonstrating that it is reasonably certain that all funds that are
required to pay for the construction, equipping and operational costs of the Improvements will
be available to complete the Improvements in accordance with this Agreement.
	 
	 	 	On or before the Deadline (as hereinafter defined), the District shall deliver to JOE a
certificate (the “Compliance Certificate”) certifying that the events set forth in paragraphs
1(a), (b) and (c) above have occurred. The District shall attach to the Compliance Certificate
such documentation as may be necessary to demonstrate the accuracy of the certifications.
“Deadline” shall mean December 1, 2006; provided, however, that if the District is diligently
pursuing the Ecosystem Team Permit, the FEIS, the FAA Record of Decision, the U.S. Army Corps
of Engineers 404 permit, state and federal funding and/or bonding backed by the sale of the
Existing Airport (if required), the Deadline shall be December 1, 2007. Notwithstanding the
foregoing, if the District and the FAA have entered into a letter of intent for the financing
of the federal share of the funds necessary to complete the full construction of the Airport
and the District is diligently pursuing the Ecosystem Team Permit, the FEIS, the FAA Record of
Decision and the U.S. Army Corps of Engineers 404 permit, the Deadline shall be December 1,
2008. Notwithstanding the foregoing, the Deadline may be extended by JOE in its sole
discretion.




 









 












	 	 	JOE shall have 30 days after receipt of the Compliance Certificate to verify the accuracy of
the information contained therein and to notify the District in writing whether or not JOE is
satisfied that the certifications in the Compliance Certificate are accurate and in compliance
with this Agreement (the “JOE Certificate”). If the JOE Certificate indicates that JOE is
satisfied, JOE shall transfer to the District title as outlined herein to the Airport Property
by delivery to the District of a Special Warranty Deed within 15 days of the delivery of the
JOE Certificate (the “Closing Date”).






	 	 	If the JOE Certificate indicates that JOE has determined that the certifications in the
Compliance Certificate are not accurate and/or are not in compliance with this Agreement, the
basis for such determination shall be disclosed in writing to the District at the time of
delivery of the JOE Certificate. The District shall have 90 days after receipt of the JOE
Certificate to satisfy the objections of JOE. If JOE determines that the District has
satisfied its objections within such 90 days, JOE shall so notify the District and shall
transfer to the District fee simple title, subject to normal and customary permitted
exceptions, including mineral rights existing on the property, to the Airport Property by
delivery to the District of a Special Warranty Deed within 15 days of such notice (the “Closing
Date”).






	 	 	In the event that JOE fails to deliver to the District a Special Warranty Deed as required by
the foregoing, and such failure continues for 30 days after JOE’s receipt of written notice
thereof from the District, the District shall have




 









 






	 	 	the right to file an action seeking
injunctive relief and/or specific performance of JOE’s obligations under this Agreement.






	 	 	If (i) a Compliance Certificate is not delivered on or before the Deadline or (ii) a Compliance
Certificate delivered on or before the Deadline is deemed by JOE not to be accurate and/or not
in compliance with this Agreement and JOE’s objections are not satisfied by the District within
90 days after the District’s receipt of the JOE Certificate, then this Agreement shall
terminate and the District and JOE shall be relieved of their respective obligations contained
herein unless the Parties mutually agree otherwise in writing.






	d.	 	The Airport Property shall be occupied and used by the District for the construction,
operation and maintenance of a federally-funded, grant-obligated, public-use airport according
to the requirements of applicable federal planning and engineering standards and to the
federally-approved Airport Layout Plan (“ALP”) as more fully set forth in Exhibit B. In the
event that (i) the District elects to abandon or fails to diligently pursue the relocation of
the Airport, (ii) a final judicial decision renders the relocation of the Airport infeasible,
(iii) construction of the Airport has not commenced within two years of the Closing Date, or
(iv) the Airport has not opened for public use within five years of the Closing Date, JOE
shall have the right to cause the Airport Property, in whole or in part (in JOE’s sole
discretion), to revert back to JOE, its successors or assigns, who thereupon may immediately
re-enter and take possession of the Airport Property free and clear of all claims, liens or




 









 






	 	 	encumbrances, including any of the District; provided, however, that JOE shall reimburse the
FAA, the Florida Department of Transportation and the District for (i) any grant funds
disbursed by them for planning and construction of the Airport and (ii) any funds directly
expended by them to third parties in connection with the construction of the Airport.






	 	 	The provisions of this paragraph 1(d) shall survive the transfer of the Airport Property to the
District, and shall be incorporated into the Special Warranty Deed.




2. Encumbrance of Mitigation Lands. The Parties acknowledge that the District will be unable to
receive all of the permits set forth in Paragraph 1(a) unless land necessary to mitigate for the
environmental impacts of the Improvements on the Airport Property (the “Mitigation Lands”) is
available. Within 30 days after presentation by the District to JOE of evidence satisfactory to
JOE that, but for the placement of a conservation easement on the Mitigation Lands, the District
will receive the permits and the events set forth in paragraphs 1(a), (b) and (c) have occurred or
are reasonably expected to occur, JOE agrees to encumber the Mitigation Lands by a conservation
easement (the “Conservation Easement”); provided, however, the obligation to encumber the
Mitigation Lands is subject to the following conditions:





	a.	 	The amount and location of the Mitigation Lands needed to offset the environmental impacts
disclosed in the FEIS shall be limited to those areas defined by EXHIBIT C (the “Survey”)
attached hereto (also to be identified as




 









 






	 	 	Exhibit A of the Conservation Easement). The
District agrees that if EXHIBIT C attached hereto is materially different in defining the
amount and location of the Mitigation Lands as compared to the amount and location of
Mitigation Lands referenced in either the Ecosystem Management Agreement (“EMA”) issued by the
Florida Department of Environmental Protection or the 404 permit issued by the U.S. Army Corps
of Engineers, then the District, not JOE, will be obligated to take whatever action or provide
whatever assurances are deemed necessary by the permitting agencies to offset the
environmental impacts disclosed in the FEIS.






	b.	 	The uses permitted on the Mitigation Lands shall be limited to those uses consistent with the
Conservation Easement on the subject Mitigation Lands as well as conditions set forth under
the EMA to be issued by the Florida Department of Environmental Protection and incorporated
into the U.S. Army Corps of Engineers 404 permit currently under review (collectively referred
to as the “Mitigation Plan”).






	c.	 	The District shall be solely responsible for the management, implementation and costs of the
Mitigation Plan and such obligation shall be set forth in the Conservation Easement.






	d.	 	Subject to the provisions of Paragraph e below, the Conservation Easement shall be perpetual
and shall contain restrictions deemed necessary by the permitting agencies, including the
Florida Department of Environmental




 









 






	 	 	Protection and the U.S. Army Corps of Engineers, for
issuance of their respective permits.






	e.	 	In the event that the District fails to commence construction of the Improvements on the
Airport Property within two years of the Closing Date, JOE shall have the option to either
file an action seeking injunctive relief and/or specific performance of the District’s
obligations under this Agreement or to request that the District, and the District agrees upon
receipt of such request, to surrender the permit for which the Conservation Easement was
issued and cause the Conservation Easement to be terminated, and the Conservation Easement
shall contain provisions consistent hereto.




3. Access Road and Utilities. The District agrees to construct, in accordance with Florida
Department of Transportation construction standards and the roadway standards set forth in the West
Bay Detailed Specific Area Plan, a four-lane divided access road connecting the Airport Property to
County Road 388 (the “Access Road”) and to provide utilities to the Airport Property as required to
operate the Improvements. The Access Road shall be located in the general area depicted on the map
attached as Exhibit D. JOE agrees to make a charitable donation to the District such real property
as is reasonably required to construct the Access Road and to provide easements or land as
necessary to construct water, sewer, gas, electrical and other utility lines to provide service to
the Airport Property. JOE and the District each acknowledge that the funding of





 









 







the construction
of the Access Road and utilities will be in accordance with all applicable federal requirements.





	a.	 	JOE, its affiliates, successors and assigns, shall have the right to use the Access Road for
access to property of JOE or its affiliates, or their successors or assigns, and the Access
Road will be encumbered with an easement allowing such use by JOE and its affiliates, or their
successors or assigns.






	b.	 	JOE and its affiliates, or their successors or assigns, shall also have the right, but not
the obligation, to receive water, sewer, gas, electrical and other utilities service from the
lines constructed in the Access Road right of way or elsewhere on Airport Land to provide
service to the Airport Property, provided that such lines have sufficient capacity, beyond
that required by the District to operate the Improvements and to accommodate a reasonable
amount of future expansion by the District, for the proposed use by JOE and its affiliates, or
their successors or assigns, and JOE and its affiliates, or their successors or assigns, agree
to pay the impact fees and user charges that are uniformly charged to other customers by the
provider of such water, sewer, gas, electrical or other utilities services. The District
shall cooperate with JOE in increasing the capacity of water, sewer, gas and other utilities
service for use by JOE and its affiliates, or their successors or assigns, provided that JOE
and its affiliates, or their successors or assigns, shall be responsible for the incremental
cost for improvements beyond those that would otherwise be constructed to meet the needs of
the Airport.




 









 












	c.	 	JOE consents to the subsequent transfer of the Access Road to the State of Florida or another
governmental entity, provided that the state or other governmental entity accepts the easement
and agrees in writing to be bound by the obligations of the District to JOE and its
affiliates, or their successors or assigns, concerning the use of the Access Road and the
construction of utilities. Any such transfer must comply with all applicable federal
requirements.






	d.	 	JOE agrees that its use of the Access Road shall not impede the ability of normal motor
vehicle traffic to enter or leave the Airport.




4. Economic Development. The District and JOE agree that economic development in Bay County and
Northwest Florida is a primary goal of this Agreement. As such, the Parties agree to cooperate on
specific strategies to market the Airport Property and the West Bay Area Sector Plan to attract new
industries consistent with the uses contemplated in the map and policies adopted by the Bay County
Board of County Commissioners known as “Chapter 12” of the Bay
County Comprehensive Plan. In order to facilitate these strategies, the Parties agree that in the
event that JOE sells or otherwise transfers real property adjacent to or near the Airport Property
for the purpose of locating industries or businesses that desire to have access to the facilities
of the Airport, the District agrees to provide such access consistent with the interest of the
District in ensuring the safety and security of the airfield and providing for the financial
self-sustainability of the Airport. Notwithstanding the foregoing, the terms and






 









 







conditions of any
such access, including the location of infrastructure, the method of controlling access and
assessment of access fees and the protection of the ability of the District to adhere to its
federal obligations shall be subject to the prior approval of the FAA and shall be in compliance
with all applicable FAA rules and the District’s federal grant obligations. The District’s
agreement to provide such access shall also be subject to the laws administered by the Florida
Departmnet of Environmental Protection and the U.S. Army Corps of Engineers regulating development
activities related to such assets.



5. Appraisals, Receipts, Etc. The District agrees to cooperate fully with JOE with respect to the
steps necessary for JOE to claim charitable contribution deductions under Internal Revenue Code
(the “Code”) Section 170 and the Treasury Regulations promulgated thereunder with respect to the
charitable contributions contemplated by this Agreement. Among other things, this shall include
the timely issuance by the District to JOE of all appropriate written receipts and acknowledgements
in the prescribed form and the cooperation by the District with respect to all appropriate
appraisals; provided, however, that the District shall not be financially responsible for the cost
of such appraisals. JOE recognizes that the District may be required to undertake a separate
appraisal as part of its funding obligations, the cost of which will be the responsibility of the
District.



6. Arbitration. In the event of a breach of the terms of this Agreement, the Parties shall have
available to them all legal and equitable remedies, including specific






 









 







performance, provided such
remedies are sought through binding arbitration as provided below. To the extent permitted by law
and unless otherwise specified therein, any controversy arising out of this Agreement which the
Parties are unable to resolve by mutual agreement shall be submitted to binding arbitration in
Panama City, Florida, in accordance with the rules of the American Arbitration Association. Any
decision of the arbitrators may be enforced in any court of competent jurisdiction in Bay County,
Florida. Issues under arbitration shall be heard and decided by three (3) arbitrators, one of whom
shall be designated by the District, one of whom shall be designated by JOE and the third who shall
be designated by the other two or, in the absence of such designation, shall be designated by the
American Arbitration Association. Any decision as to any issue being arbitrated, including the
sharing of cost of arbitration, made by at least two (2) of the arbitrators shall be the decision
of the arbitrators and such decision shall be final, non-appealable and binding upon the Parties.
Notwithstanding the foregoing, the parties acknowledge that the District is obligated to comply
with its obligations under FAA grant assurances as provided under federal law and such obligations
shall not be subject to the arbitration provisions set forth above.



7. Enforcement, Standing and Related Issues. The District and JOE expressly agree that (a) JOE,
its successors and assigns, shall have full and complete legal authority and standing to enforce
its rights under this Agreement and (b) without this absolute and complete legal authority and
standing, JOE would not have entered into this Agreement. Accordingly, on behalf of itself, its
successors and assigns, and any other entity that may derive any rights or powers from it





 









 







pursuant
to this Agreement, the District hereby (a) irrevocably waives any and all objections to JOE’s
standing to enforce its rights under this Agreement and (b) represents and warrants that it will
not object to or challenge in any way the legal standing of JOE, its successors and assigns, to
enforce its rights under this Agreement.



8. Interpretation. In the event that any provision of this Agreement shall be held to be invalid,
such provision shall be null and void; however, the validity of the remaining provisions of this
Agreement shall not in any way be affected thereby. The headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or interpretation of this
Agreement. The Parties understand that a substantial number of additional agreements, deeds,
restrictive covenants and other documentation will be required as a result of fulfilling the terms,
conditions, purposes and goals of this Agreement, and the Parties agree to work in good faith to
prepare and then execute such other legal instruments that are required to satisfy and effectuate
the terms, conditions, purposes and goals of this Agreement.



9. Uncontrollable Circumstances and Time Periods. Neither party shall be obligated to perform or
fulfill a particular duty or responsibility within the time periods specified herein if such
performance is delayed as a result of an “Uncontrollable Circumstance,” which shall mean an act
which is beyond the reasonable control of the party relying thereon and shall only include (i) acts
of God, such as storm, hurricane, flood or earthquake; (ii) civil disturbances, such






 









 







as riots,
revolutions, rebellion or insurrections; (iii) acts of terrorism; (iv) accidents or disruptions,
such as fire or explosions; and (v) labor difficulties, such as strikes, lockouts or sabotage.
During the occurrence of an Uncontrollable Circumstance, each party will take reasonable steps to
continue performance of its obligations to the extent possible. If an Uncontrollable Circumstance
presents or delays a party’s performance, the party claiming an Uncontrollable Circumstance shall
notify the other in writing as soon as reasonably possible of the commencement of such
Uncontrollable Circumstance, the nature of the Uncontrollable Circumstance, its impact and its
anticipated duration, and a proposed date for completion of the party’s performance. The Parties
shall then mutually agree to the establishment of new time periods for the performance of the duty
or responsibility that was delayed by the Uncontrollable Circumstance. As soon as reasonably
possible following the termination of the Uncontrollable Circumstance, the party claiming an
Uncontrollable Circumstance shall provide the other with written notice of its termination.



10. FAA Review Required. The Parties agree that this Agreement is subject to written
acknowledgement by the FAA that the Agreement is consistent with FAA rules and guidelines
applicable to the District’s current and future federal obligations, and such acknowledgement shall
be attached to this Agreement as Exhibit E. The Parties acknowledge that the District is expected
to enter into FAA grant assurances or other federal agreements in the future to support the
development or operation of the Airport Property as provided under federal law and that in the
event that the provisions of such agreements conflict with





 









 







Sections 3 through 14 of this Agreement,
the provisions of such agreements shall control.



11. Subsequent Transfers. Other than the transfer of the Airport Property to another
governmental authority or entity (“public entity”) as the airport sponsor, (a) if at any time the
District desires to assign, sell, transfer, convey, lease (other than an Exempt Lease, as defined
in subparagraph (e) below) or grant (“Transfer”) all or any portion of the District’s right, title
or interest in or to the Airport Property (the “Offered Land”) to a non-public entity, then the
District shall submit a written notice (the “Transfer Notice”) of such intention to JOE. The
Transfer Notice shall disclose the Offered Land proposed to be Transferred, the terms and
conditions, and the proposed price. The Transfer Notice shall further state that, in accordance
with the provisions of this Agreement, all but not less than all of the Offered Land may be
Transferred to JOE for the price and upon the other terms and conditions set forth therein. Within
30 days of its receipt of the Transfer Notice, JOE will notify the District in writing (the “JOE
Notification”) if it desires to accept the Transfer of the Offered Land on the terms, conditions
and price set forth in the Transfer Notice or if it is willing to purchase or lease, as applicable,
the Offered Land on different terms and conditions or at a different price, which shall be
indicated in the JOE Notification. If JOE accepts on the terms, conditions and price set forth in
the Transfer Notice, the Offered Land shall be transferred to JOE on such terms, conditions and
price as set forth in subparagraph (d) below. If JOE indicates different terms, conditions or
price, JOE and the District shall negotiate in good faith the terms, conditions and price




 









 







of the
Transfer. If JOE and the District agree upon terms, conditions and price within 60 days (the
“Negotiation Period”), the Offered Land shall be transferred to JOE at the agreed upon terms,
conditions and price as set forth in subparagraph (d) below, provided such terms, conditions and price specified in the transfer notice are at Fair
Market Value.



(b) If JOE does not send a JOE Notification to the District within the 30 day period specified
above or if JOE and the District do not agree upon terms, conditions and price within the
Negotiation Period, the Offered Land may be Transferred to a third party at any time within 180
days after the date of the Transfer Notice on terms, conditions and price not more favorable than
those specified in the Transfer Notice or after the expiration of the Negotiation Period on terms,
conditions and price not more favorable than the terms, conditions and price indicated in the JOE
Notification, as the case may be. Any Offered Land not Transferred within such 180-day period
shall continue to be subject to the requirements set forth in this paragraph 11. In connection
with such Transfer, any third party transferee shall agree to be bound by the terms of this
paragraph 11.



(c) Prior to any transfer of Offered Land by sale or conveyance, the District, as airport
sponsor, shall obtain authorization from the FAA for the transfer of the Offered Land and a release
from the federal obligations related to the property. Prior to the conversion of any previously
identified aeronautical property to a non-aeronautical use, the District, as airport sponsor, shall
obtain authorization from






 









 







the FAA for any land use changes and obtain any necessary releases from
federal obligations related to the property.



(d) The Transfer of the Offered Land to JOE shall be made 30 days following JOE’s acceptance (or
if such 30th day is not a business day, on the next succeeding business day); provided
authorization for any disposal or release of the federal obligations for the Offered Land has been
provided to the District by the FAA. Such Transfer shall be effected by the District’s delivery to
JOE of a Special Warranty Deed or lease, as the case may be, against payment to the District by JOE
of the price in accordance with the Transfer Notice or as agreed upon by JOE and the District
during the 60 day negotiation period.



(e) An “Exempt Lease” shall mean a lease (i) for an in terminal use, or (ii) for aeronautical
services or aviation or aviation support facilities (including, without limitation, passenger air
carrier services, air cargo and air courier services where such operation requires direct runway
access, air ambulance services, air charters, aircraft and flight support services necessary to
support the operation of aircraft, air traffic control facilities, fuel storage facilities,
aircraft and aircraft component manufacturing and assembly where such operation requires direct
runway access, aircraft and aircraft component research and development facilities where such
operation requires direct runway access, pilot training and flight schools, aircraft rental and
sightseeing, aerial photography and surveying, crop dusting and other agricultural applications,
aerial advertising and banner towing, aircraft and aircraft component sales and services where such
operation requires direct runway access, sale of aviation petroleum products, repair and







 









 







maintenance of aircraft and aircraft components where such operation requires direct runway access,
aircraft tie down and storage, corporate and private hangar facilities, aerial firefighting, power
line or pipeline patrol, fixed base operation services, airport parking facilities, and rental car
storage and service facilities.



(f) Notwithstanding the foregoing, the provisions of this Paragraph 11 shall expire at the end of
the fiftieth (50th) year following the Closing Date.



(g) Notwithstanding the foregoing, the provisions of this Paragraph 11 shall not be construed to
grant approval to the District to transfer its interest as the sponsor of the Airport to JOE.



(h) Notwithstanding the foregoing, a lease for any use with a term, including renewals, of less
than ten (10) years shall also be considered an Exempt Lease.



12. No Naming Rights. Although JOE shall have the right to disclose to the general public the
charitable contributions contemplated and effectuated by this Agreement, JOE shall have no rights
with respect to the name of the Airport Property and/or any improvements that are located thereon.
A suitable tangible acknowledgement of JOE’s charitable contribution with respect to the Airport
Property may be placed in one or more locations at or near the Airport, but only if and to the
extent that the District so agrees.



13. Closing Costs. All closing costs related to the transfer of land set forth in this Agreement
shall be paid for by the District, except as otherwise provided in paragraph 5. Such costs include
surveys, title commitments, recording fees, and document stamps.




 









 







14. Donation of Land “As Is”. The Airport Property and Mitigation Lands shall be donated in “as
is” condition with no obligation on the part of JOE to undertake any improvements or to clear any
exceptions to title. The Airport Property and Mitigation Lands shall be donated free of any
mortgages or financial liens.



15. Successors and Assigns. This Agreement shall be binding on the Parties respective successors
and assigns.




SIGNATURES




PANAMA CITY-BAY COUNTY AIRPORT AND INDUSTRIAL DISTRICT




	 	 	 	 	 

	By:

	 	/s/ Joseph K. Tannehill
 

Name: Joseph K. Tannehill
	 	 
	 

	 	Title: Chairman	 	 






THE ST. JOE COMPANY




	 	 	 	 	 

	By:

	 	/s/ Peter S. Rummell
 

Name: Peter S. Rummell
	 	 
	 

	 	Title: Chairman and CEO	 	 






 









 





Exhibit A




Description of Airport Property





 












 









	A BOUNDARY SURVEY OF
PROPOSED PANAMA CITY AIRPORT







 









 













 









 








Exhibit B




IMPROVEMENTS





	I.	 	Improvements: The District will construct and implement airport facility improvements in
substantial compliance with the draft ALP prepared by Bechtel Infrastructure Corporation dated
June 2, 2004, as such ALP may be modified by the District and approved by the FAA from time to
time, a copy of which is attached hereto as EXHIBIT F. The ALP will depict initial
development and future facility requirements based on a forecast of aviation demand. The
Improvements will include the construction of runways (as disclosed in the FAA Record of
Decision and in any subsequent environmental permit approvals issued by the Florida Department
of Environmental Protection and the U.S. Army Corps of Engineers), taxiway, terminal building,
street and roads, utilities, the Access Road and Utilities, as described in paragraph 3 of the
Agreement and other such infrastructure and facilities necessary for the operation of a public
commercial service airport at a service level that is equal to or greater than that provided
at the Existing Airport and as more specifically set forth in EXHIBIT F.






	II.	 	Land-Use: Any use permitted in Section 12A Airport Subelement of the Bay County
Comprehensive Plan as adopted by the Bay County Commission on December 11, 2003 attached
hereto as EXHIBIT G shall be permitted. Notwithstanding the foregoing, all residential uses
shall be prohibited on the Airport Property.




 









 















	A BOUNDARY SURVEY OF
PANAMA CITY AIRPORT
MITIGATION SITE







 









 












	SECTION 18. TOWNSHIP 2 SOUTH, RANGE 14 WEST; AND SECTIONS 7 THROUGH 28, AND
SECTIONS 34 AND 35, TOWNSHIP 2 SHOUTH, RANGE 15 WEST; AND SECTIONS 1,2,3,11, AND 12,
TOWNSHIP 3 SOUTH, RANGE 15 WEST; AND SECTIONS 12, 13, AND 24, TOWNSHIP 2 SOUTH, RANGE 16 WEST,
BAY COUNTY, FORIDA





 









 









	SECTION 18. TOWNSHIP 2 SOUTH, RANGE 14 WEST; AND SECTIONS 7 THROUGH 28, AND
SECTIONS 34 AND 35, TOWNSHIP 2 SHOUTH, RANGE 15 WEST; AND SECTIONS 1,2,3,11, AND 12,
TOWNSHIP 3 SOUTH, RANGE 15 WEST; AND SECTIONS 12, 13, AND 24, TOWNSHIP 2 SOUTH, RANGE 16 WEST,
BAY COUNTY, FORIDA






 









 












	SECTION 18. TOWNSHIP 2 SOUTH, RANGE 14 WEST; AND SECTIONS 7 THROUGH 28, AND
SECTIONS 34 AND 35, TOWNSHIP 2 SHOUTH, RANGE 15 WEST; AND SECTIONS 1,2,3,11, AND 12,
TOWNSHIP 3 SOUTH, RANGE 15 WEST; AND SECTIONS 12, 13, AND 24, TOWNSHIP 2 SOUTH, RANGE 16 WEST,
BAY COUNTY, FORIDA






 









 












	SECTION 18. TOWNSHIP 2 SOUTH, RANGE 14 WEST; AND SECTIONS 7 THROUGH 28, AND
SECTIONS 34 AND 35, TOWNSHIP 2 SHOUTH, RANGE 15 WEST; AND SECTIONS 1,2,3,11, AND 12,
TOWNSHIP 3 SOUTH, RANGE 15 WEST; AND SECTIONS 12, 13, AND 24, TOWNSHIP 2 SOUTH, RANGE 16 WEST,
BAY COUNTY, FORIDA






 









 












	SECTION 18. TOWNSHIP 2 SOUTH, RANGE 14 WEST; AND SECTIONS 7 THROUGH 28, AND
SECTIONS 34 AND 35, TOWNSHIP 2 SHOUTH, RANGE 15 WEST; AND SECTIONS 1,2,3,11, AND 12,
TOWNSHIP 3 SOUTH, RANGE 15 WEST; AND SECTIONS 12, 13, AND 24, TOWNSHIP 2 SOUTH, RANGE 16 WEST,
BAY COUNTY, FORIDA







 









 












	SECTION 18. TOWNSHIP 2 SOUTH, RANGE 14 WEST; AND SECTIONS 7 THROUGH 28, AND
SECTIONS 34 AND 35, TOWNSHIP 2 SHOUTH, RANGE 15 WEST; AND SECTIONS 1,2,3,11, AND 12,
TOWNSHIP 3 SOUTH, RANGE 15 WEST; AND SECTIONS 12, 13, AND 24, TOWNSHIP 2 SOUTH, RANGE 16 WEST,
BAY COUNTY, FORIDA






 









 












	ACCESS ROAD EXHIBIT D
PANAMA CITY-BAY
COUNTY INTERNATIONAL
AIRPORT PROPERTY
APPROX. 4000 ACRES




	SR79 ACCESS ROAD CR388
ACCESS ROAD
PANAMA CITY-BAY COUNTY
INTERNATIONAL AIRPORT
EXHIBIT: D
PROJECT: 2003.025.01
DATE: SEPT. 21,2005






 











 





Exhibit E




	 	 	 

	

U.S. Department 

of Transportation


Federal Aviation 

Administration 


	 	Orlando Airports District Office

5950 Hazeltine National Dr., Suite 400

Orlando, FL 32822-5003


Phone: (407) 812-6331

Fax: (407) 812-6978






August 16, 2006




Mr. Randall S. Curtis, A.A.E.

Executive Director

Panama City-Bay County International Airport

3173 Airport Road, Box A

Panama City, FL 32405




Dear Mr. Curtis:





			
	          RE:	 	Panama City-Bay County International Airport; Panama City, FL Proposed Land Donation Agreement




We have reviewed the FINAL version of the land donation agreement proposed between the Panama
City-Bay County Airport industrial District and the St. Joe Corporation that you transmitted
electronically on August 9, 2006. The Federal Aviation Administration has no objection to the
proposed agreement.




Sincerely






Matthew J. Thys 

Assistant Manager




 









 







	AIRPORT LAYOUT PLAN EXHIBIT F





 









 





Exhibit G




SECTION 12A AIRPORT SUBELEMENT




	 	 	 	 	 	 	 
	 	 	 	 	Public Purpose (PP)/
	Objective	 	Policies	 	Performance Measure (PM)
	General	 	General	 	General
	12A.1: The relocated airport will provide
improved aviation infrastructure and
eliminate the physical constraints to
commercial air service and aviation related
industrial development in Bay County.

	 	12A.1: The relocated Panama City — Bay
County international Airport shall be
planned as an integral and compatible land
use component of the West Bay Sector
Plan. (Section 163.3245 (3)(b)1, Florida
Statutes). (12.9.1)
	

12A.2: To relocate the Panama City-Bay
County International Airport to an
appropriate site in unincorporated north-
central Bay County in accordance with FAA
regulations and restricted military airspace,
while ensuring the compatibility of surrounding land uses, providing mitigation
for impacts to environmental resources,
and ensuring the safety of commercial and
general aviation aircraft.
	 	
12A.2: Location criteria for the airport shall
include: 
	 	a. The proposed airport shall be located
outside of restricted military airspace
with runways oriented to provide the
required 95 percent wind coverage.

 (12.9.1.a)
	 	b. The Airport/Industrial District land use
category and the Airfield Compatibility
Use Special Treatment Zone shall be
planned as an integral part of the West Bay Sector Plan
to avoid land use conflicts while meeting FAA
guidelines.
(12.9.1.b.1)
	 	c. Land uses that are not compatible
with airport







			
	 	 	 
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BCC APPROVED 12/11/03






 









 






	 	 	 

	SECTION 12A

	 	AIRPORT SUBELEMENT







	 	 	 	 	 
	 	 	 	 	Public Purpose (PP)/
	Objective	 	Policies	 	Performance Measure (PM)
	General	 	General	 	General
	 

	 	12A.2.c: (cont.) operations shall be located
outside of the Airfield
Compatibility Use Special Treatment Zone.
Such development shall be designed and
located so as not to violate FAA standards or
regulations. (12.9 1, b.3)	 	 
	 

	 	

d. The airport site shall include
industrial, commercial, retail, services and
office uses and facilities to serve the needs of
the aviation community. (12.9.1.C)	 	 
	 

	 		 	 
	 

	 	e. Industrial and commercial uses
approved in the West Bay Specific Area Plans, and
compatible with the operation of the airport, may
be transferred to the airport site as
authorized during the development review
and approval process so long as no additional
impacts occur to regional roads, utilities,
or facilities. (13.9.J.c.1)	 	 
	 

	 	


f. The airport shall be located over five
miles from the
	 	 






			
	 	 	 
	12-40
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BCC APPROVED 12/11/03







 











 





	 	 	 

	SECTION 12A

	 	AIRPORT SUBELEMENT 






	 	 	 	 	 
	 	 	 	 	Public Purpose (PP)/
	Objective	 	Policies	 	Performance Measure (PM)
	General	 	General	 	General
	 

	 	g. 12A.2.f (cont.) Steelfield Landfill, a
wildlife attractor, as required by FAA
regulations to ensure safe movement of aircraft
while on approach to the airport and on the
ground. (12.9.3.a.1)	 	 
	 
	 	 	 	 
	 

	 	h. The airport runways shall be located
no closer than one mile from the Pine
Log State Forest to avoid
conflicts between aircraft approaching
or departing the airport and the resource
management activities in the Forest. 12.9.3.a.2)	 	 
	 
	 	 	 	 
	 

	 	i. Land uses adjacent to the airport DSAP
shall allow uses and activities
consistent with and compatible to related
activities.	 	 
	 
	 	 	 	 
	 

	 	j. Land uses and activities which support
airport activities shall be located proximate to
the airport DSAP to ensure compatibility and
adequate services.	 	 






			
	 	 	 
	12-41
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	 	BCC APPROVED 12/11/03






 









 





	 	 	 

	SECTION 12A

	 	AIRPORT SUBELEMENT






	 	 	 	 	 
	 	 	 	 	Public Purpose (PP)/
	Objective	 	Policies	 	Performance Measure (PM)
	General	 	General	 	General
	 

	 	12A.3: An Airfield Compatibility
Use Special Treatment zone within 10,000 feet
around runways shall be established as part of the
West Bay. Sector Plan which shall in
addition to established critera, govern
development” (12.9.1.b)



12A.3.1: Land uses within the 10,000-foot
Airfield Compatibility Use Special
Treatment Zone may include the Regional Employment
Center, Airport/Industrial, and Business Center,
all of which shall be compatible with the
airport use and the day-to-day operations of the
airport. Other uses shad be compatible with any
applicable height, noise and safety
restrictions including airport zoning
regulations. Consistent with Table 12A, no
residential development is allowed in the Regional
Employment center or Business Center Future Land
Use categories. (12.9.1.b.2) 




12A.3.2: Land uses within this zone shall
	 	PM: Bay County shall include
the Airport and Industrial
District in the review of any
land use and land
development applications
within the Airfield Compatibility
Use Special Treatment Zone. In
this zone, the District shall
be included as any
Technical Review Committee
recipient of applications for
development review.






			
	 	 	 
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	SECTION 12A

	 	AIRPORT SUBELEMENT







	 	 	 	 	 
	 	 	 	 	Public Purpose (PP)/
	Objective	 	Policies	 	Performance Measure (PM)
	General	 	General	 	General
	 

	 	be subject	 	 
	 
	 	 	 	 
	 

	 	12A.3.2
(cont). to state
statutory
regulations and any
FAA guidelines
regarding height of
structures, open
water ponds, and
wildlife
attractants.
(12.9.3.a.3)	 	 
	 
	 	 	 	 
	 

	 	12A.4: After
2023, the Panama
City-Bay County
Airport and
Industrial District
shall amend the
Airport DSAP to
include the
proposed 20-year
development
program, This
analysis shall
be prepared
in accordance with
applicable state
and local
regulations.
(12.9.1.d)	 	 
	 
	 	 	 	 
	12A.5: To
adequate monitor
the forecasts and
assumptions of the
Airport Detailed
Specific Area
Plan.

	 	12A.5: The
Airport and
Industrial District
shall prepare and
submit an annual
report in
conjunction with
the West Bay Annual
Report to the Bay
County Development
Services
Department and
the Florida
Department of
Community
Affairs, beginning
one year after the
date of this any
development order
approval. The
annual report shall
include, at a
minimum, a complete
response to the
following:
	 	PM: The preparation and distribution of
this report to the Bay County Development
Services Department and the Florida
Department of Community Affairs. 


PP: To ensure the Airport development
activity is adequately represented in the
Capital Improvements Program.
	 
	 

	 	     a. A
summary of the
development	 	 






HEADING 2010: CHARTING OUR COURSE

BAY COUNTY COMPREHENSIVE PLAN

BCC APPROVED 12/11/03




12-43





 









 










	 	 	 

	SECTION 12A

	 	AIRPORT SUBELEMENT







	 	 	 	 	 
	 	 	 	 	Public Purpose (PP)/
	Objective	 	Policies	 	Performance Measure (PM)
	General	 	General	 	General
	 

	 	activities conducted during the
reporting year.	 	 
	 
	 	 	 	 
	 

	 	b. An assessment of the District’s
compliance with the specific conditions and
provisions of approval contained in the
development order.	 	 
	 
	 	 	 	 
	 

	 	c. Identification of any amendments or
deviations from the development order.	 	 
	 
	 	 	 	 
	 

	 	d. Copies of any reports submitted to
federal or state agencies regarding
environmental or aviation permits and
approvals.	 	 
	 
	 	 	 	 
	 

	 	e. A summary of monitoring data or reports,
for the reporting years, relating to
transportation, water use, and wastewater
generation.	 	 
	 
	 	 	 	 
	 

	 	f. In order to insure that affordable
housing is located in proximity to jobs and
important community services, the Airport DSAP
shall perform an affordable	 	 






HEADING 2010: CHARTING OUR COURSE

BAY COUNTY COMPREHENSIVE PLAN

BCC APPROVED 12/11/03



12-44





 











 





	 	 	 

	SECTION 12A

	 	AIRPORT SUBELEMENT






	 	 	 	 	 
	 	 	 	 	Public Purpose (PP)/
	Objective	 	Policies	 	Performance Measure (PM)
	General	 	General	 	General
	 

	 	housing study in the annual report
based 12A.5.f (cont.) on the
criteria applicable at that time.
If need is demonstrated, the
Panama City-Bay County
International Airport and
Industrial District will work wit
the landowners in the area to
address the identified need.
	 	 
	 
	 	 	 	 
	 

	 	g. A list of local, state, and
federal permits obtained during
the reporting year including
agency, type of permit, permit
number, and purpose of each.
	 	 
	 
	 	 	 	 
	 

	 	h. As a basis for the report, a
fiscal analysis shall be completed
to report on activities to date.
	 	 
	 
	 	 	 	 
	 

	 	The report shall be submitted
annually for ten years and every
five years thereafter.	 	 
	 
	 	 	 	 
	 

	 	12A.6: To further promote
Policy
12.7.13. the airport shall
use the following
requirements in development of the
airport site:	 	 






	 	 	 
	12-45
	 	HEADING 2010: CHARTING OUR COURSE
	 
	 	BAY COUNTY COMPREHENSIVE PLAN
	 
	 	BCC APPROVED 12/11/03
















 






	 	 	 

	SECTION 12A

	 	AIRPORT SUBELEMENT






	 	 	 	 	 
	 	 	 	 	Public Purpose (PP)/
	Objective	 	Policies	 	Performance Measure (PM)
	General	 	General	 	General
	12A.6: To
incorporate water
conservation
measures and
wastewater reuse
provisions on the
airport site.

	 	a. The airport and ancillary
facilities shall employ potable
water flow


12A.6.a (cont.) reduction
fixtures
in all public rest room facilities.


b. The airport shall use recycled
water for the rental car
wash facility. Reclaimed
water shall be used for
irrigation of landscaped
areas, when sufficient volume
becomes available.
	 	 
	 
	 	 	 	 
	 

	 	The Airport and Industrial
District shall landscape common
and public areas with native or
xeric vegetation to reduce
irrigation water use.	 	 






	 	 	 
	12-46
	 	HEADING 2010: CHARTING OUR COURSE
	 
	 	BAY COUNTY COMPREHENSIVE PLAN
	 
	 	BCC APPROVED 12/11/03



















 






Attachment 2




File # 200708123,  OR BK 3000 Page 1952, Recorded 12/03/2007
 at 04:44 PM, Harold Bazzel, Clerk Bay County, Florida Doc. D $0.70 Deputy Clerk RK Trans # 849478







PREPARED BY AND RETURN TO:

Bryan Duke, Esq.

Assistant General Counsel

The St. Joe Company

3800 Esplanade Way, Suite 100

Tallahassee, Florida 32308




SPECIAL WARRANTY DEED




     THIS INDENTURE, made this 29th day of November, 2007, between ST. JOE TIMBERLAND
COMPANY OF DELAWARE, L.L.C., a Delaware limited liability company, successor by merger to St. Joe
Timberland Company of Delaware, a Delaware corporation, as successor by merger to St. Joe
Timberland Company, a Florida corporation, f/k/a St. Joseph Land and Development Company, a Florida
corporation (“Grantor”), having an address of 225 Riverside Drive, Suite 500, Jacksonville, Florida
32202, in favor of PANAMA CITY-BAY COUNTY AIRPORT AND INDUSTRIAL DISTRICT, an independent special
district of the State of Florida (“Grantee”), having an address of 3173 Airport Road, Panama City,
Florida 32405.



     WITNESSETH, that Grantor, for and in consideration of ten dollars ($10) and as a charitable
contribution in connection with that certain Land Donation Agreement by and between Grantor and
Grantee, dated august 22, 2006, does hereby grant, bargain, sell and convey unto Grantee, and its
successors and assigns forever, the following described land, situate, lying and being in Bay
County, Florida (the “Property”), more particularly described on Exhibit “A” attached hereto and
made a part hereof (the Property is further set forth on Exhibit “A” as the “Airport Parcel” and
the “Access Parcel”)




SUBJECT TO THE FOLLOWING USE RESTRICTION FOR THE PROPERTY:




The Property shall be occupied and used by the Grantee for the construction, operation and
maintenance of a federally-funded, grant-obligated, public-use airport according to the
requirements of applicable federal planning and engineering standards and to the
federally-approved Airport Layout Plan (“ALP”) as more fully set forth in Exhibit “B” (the
“Airport”).




SUBJECT TO THE FOLLOWING REVERSION RIGHTS WITH RESPECT TO THE PROPERTY:




In the event that (i) the Grantee elects to abandon or fails to diligently pursue the
relocation of the Airport, (ii) a final judicial decision renders the relocation of the
Airport infeasible, (iii) construction of the Airport has not commenced within two years of
the date of this



1









 







Special Warranty Deed, or (iv) the Airport has not opened for public use within five years
of the date of this Special Warranty Deed, Grantor shall have the right to cause the Property, in
whole or in part (in Grantor’s sole discretion), to revert back to Grantor, its successors or
assigns, who thereupon may immediately re-enter and take possession of the Property free and clear
of all claims, liens or encumbrances, including any of the Grantee; provided, however, that Grantor
shall reimburse the Federal Aviation Administration, the Florida Department of Transportation and
the Grantee for (i) any grant funds disbursed by them for planning and construction of the Airport
and (ii) any funds directly expended by them to third par ties in connection with the construction
of the Airport.




SUBJECT TO THE FOLLOWING RIGHT OF FIRST REFUSAL WITH RESPECT TO THE PROPERTY:




If at any time the Grantee desires to assign, sell, transfer, convey, lease or grant all or any
portion of the Grantee’s right, title or interest in or to the Property to a third party, then the
Grantee shall submit a written notice of such intention to Grantor. Thereafter the rights of
Grantor and Grantee shall be as set forth in Paragraph 11 of that certain Land Donation Agreement
between Panama City-Bay County Airport and Industrial District and The St. Joe Company dated
August 22, 2006. The provisions of this Right of First Refusal shall expire at the end of the
fiftieth (50th) year following the date of this Special Warranty Deed.




SUBJECT TO THE FOLLOWING PERMITTED EXCEPTIONS WITH RESPECT TO THE PROPERTY:




Taxes and assessments for the year 2007 and subsequent years, which are not yet due and
payable; and




Terms and conditions contained in the Memorandum of Agreement (Wood Fiber Agreement) as set forth
in instrument recorded in Book 1993, Page 1950 (as to lands lying in Section 7, Township 2 South,
Range 15 West and lying within the Southeast Quarter of the Southwest Quarter of Section 32,
Township 1 South, Range 15 West); and




Oil, gas and mineral reservations contained in instruments recorded in Deed Book 110, Page 371;
Deed Book 116, Page 371; Deed Book 117, Page 232; Deed Book 132, Page 479; Deed Book 121, Page
57; Subsurface Book 1, Page 55; Book 692, Page 44; Book 879, Page 42; Book 944, Page 945; Book
1214, Page 389; Book 1711, Page 226; Book 1747, Page 262; and Book 1288, Page 387; and




Notice of Claim as set forth in instrument recorded in Book 651, Page 731



2









 






SUBJECT TO THE FOLLOWING EASEMENT RIGHTS WITH RESPECT TO THE AIRPORT PARCEL:




Grantee and Grantor agree that specific strategies to market the Airport and the West Bay Area
Sector Plan to attract new industries consistent with the uses contemplated in the map and policies
adopted by the Bay County Board of County Commissioners known as “Chapter 12” of the Bay County
Comprehensive Plan are important. In order to facilitate these strategies, Grantee agrees that in
the event that Grantor sells or otherwise transfers real property adjacent to or near the Property
for the purpose of locating industries or businesses that desire to have access to the facilities
of the Airport, Grantee agrees to provide such access consistent with the interest of the Grantee
in ensuring the safety and security of the airfield and providing for the financial
self-sustainability of the Airport. Notwithstanding the foregoing, the terms and conditions of any
such access, including the location of infrastructure, the method of controlling access and
assessment of access fees and the protection of the ability of the Grantee to adhere to its federal
obligations shall be subject to the prior approval of the Federal Aviation Administration and shall
be in compliance with all applicable Federal Aviation Administration rules and the Grantee’s
federal grant obligations. The Grantee’s agreement to provide such access shall also be subject to
the laws administered by the Florida Department of Environmental Protection and the United State
Army Corps of Engineers regulating development activities related to such access.




SUBJECT TO THE FOLLOWING RIGHTS WITH RESPECT TO THE ACCESS PARCEL:




The Grantee agrees to construct, in accordance with Florida Department of Transportation
construction standards and the roadway standards set forth in the West Bay Detailed Specific Area
Plan, a four-lane divided access road connecting the Airport Parcel to County Road 388 over and
across the Access Parcel (the “Access Road”) and to provide utilities to the Airport Parcel as
required to operate the Airport. Grantor and Grantee each acknowledge that the funding of the
construction of the Access Road and utilities will be in accordance with all applicable federal
requirements. Grantor, its affiliates, successors and assigns, shall have the right to use the
Access Road for access to property owned by Grantor or its affiliates, or their successors or
assigns, adjacent to the Property, and the Grantee hereby provides Grantor and its affiliates, or
their successors or assigns a perpetual non-exclusive easement for ingress and egress over and
across the Access Parcel and the Access Road. Grantor and its affiliates, or their successors or
assigns, shall also have the right, but not the obligation, to receive water, sewer, gas,
electrical and other utilities service from the lines constructed in the Access Parcel or
elsewhere on the Property to provide service to the Property, provided that such lines have
sufficient capacity, beyond that required by the Grantee to operate the Airport and to accommodate
a reasonable amount of future expansion by the Grantee, for the proposed use by Grantor and its
affiliates, or their successors or assigns, and Grantor and its affiliates, or their successors or
assigns, agree to pay the impact fees and user charges that are uniformly charged to other
customers by the provider of such water, sewer, gas, electrical or other utilities services.
Grantee shall cooperate with Grantor in increasing the capacity of water, sewer, gas and other
utilities



3









 







service for use by Grantor and its affiliates, or their successors or
assigns, provided that Grantor and its affiliates, or their successors or assigns, shall be
responsible for the incremental cost for improvements beyond those that would otherwise be
constructed to meet the needs of the Airport. Grantor consents to the subsequent transfer
of the Access Property, after the Access Road is constructed to the State of Florida or
another governmental entity, provided that the state or other governmental entity accepts
the easement to Grantor and agrees in writing to be bound by the obligations of the
Grantee to Grantor and its affiliates, or their successors or assigns, concerning the use
of the Access Property, the Access Road and the construction of utilities. Any such
transfer must comply with all applicable federal requirements. Grantor agrees that its use
of the Access Road shall not impede the ability of normal motor vehicle traffic to enter or
leave the Airport.



     AND Grantor does hereby fully warrant the title to the Property and will defend the same
against the lawful claims of all persons claiming by, through or under Grantor (other then claims
related to the Permitted Exceptions), its successors and assigns, and not otherwise.



     IN WITNESS WHEREOF, Grantor has caused these presents to be duly executed in its name and its
seal to be hereto affixed by its undersigned officer thereunto lawfully authorized the day and
year first above written.



	 	 	 	 	 	 	 	 	 

	Witness:	 	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Michelle Mclntyre
 

Printed Name: Michelle Mclntyre

	 	 	 	By:
	 	/s/ Peter S. Rummell
 

Peter S. Rummell
	 	 
	 

	 	 	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Chris Corr
 

Printed Name: Chris Corr

	 	 	 	 	 	 	 	 






STATE OF FLORIDA

COUNTY OF DUVAL



The foregoing instrument was acknowledged before me this 29th day of November,
2007, by
Peter S. Rummell, as Chief Executive Officer of St. Joe Timberland Company of Delaware,
L.L.C., a Delaware limited liability company, on behalf of the company, who is known to
me personally or who produced                      as identification.




	 	 	 	 	 

	 

	 	/s/ Michelle Mclntyre
 

Notary Public, County and State Aforesaid.
	 	 
	 

	 	My commission expires:	 	 











4









 





EXHIBIT “A”



A PARCEL OF LAND LYING IN SECTIONS 23, 24, 25, 26, 27, 35 AND 36, TOWNSHIP 1 SOUTH, RANGE 16
WEST, TOGETHER WITH SECTIONS 1, 2, 11 AND 12, TOWNSHIP 2 SOUTH, RANGE 16 WEST, ALSO TOGETHER WITH
SECTIONS 31 AND 32, TOWNSHIP 1 SOUTH, RANGE 15 WEST, AND TOGETHER WITH SECTIONS 5, 6 AND 7,
TOWNSHIP 2 SOUTH, RANGE 15 WEST, ALL BEING IN BAY COUNTY, FLORIDA AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



COMMENCE AT THE SOUTHWEST CORNER OF SAID SECTION 2, TOWNSHIP 2 SOUTH, RANGE 16 WEST; THENCE S
88°52’52” E FOR 5245.43 FEET ALONG THE SOUTH LINE OF SAID SECTION 2 TO THE POINT OF BEGINNING;
THENCE N 76° 16’44” W FOR 531.44 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE NORTHEASTERLY;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 700.00 FEET AND A CHORD
BEARING OF N 48°08’08” W, THROUGH A CENTRAL ANGLE OF 56°17’12”, FOR 687.67 FEET TO THE POINT OF
TANGENCY; THENCE N 19°59’32” W FOR 12,207.51 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE
EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 700.00 FEET AND A CHORD
BEARING OF N 11°47’26” E, THROUGH A CENTRAL ANGLE OF 63°33’56”, FOR 776.60 FEET TO THE POINT OF
TANGENCY; THENCE N 43°34’24” E FOR 642.36 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE
SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 700.00 FEET AND
A CHORD BEARING OF N 56°49’14” E THROUGH A CENTRAL ANGLE OF 26°29’40”, FOR 323.69 FEET TO THE POINT
OF TANGENCY; THENCE N 70°04’04” E FOR 677.97 FEET; THENCE N 19°54’25” W FOR 260.27 FEET;
THENCE N 89°47’50” E FOR 398.22 FEET; THENCE S 19°54’27” E FOR 260.27 FEET; THENCE N 69°58’30” E
FOR 2,649.89 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY
ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 475.00 FEET AND A CHORD BEARING OF N 34°37’16” E,
THROUGH A CENTRAL ANGLE OF 70°42’29”, FOR 586.19 FEET TO THE POINT OF TANGENCY; THENCE N 00°43’59”
W FOR 492.74 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY
ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 700.00 FEET AND A CHORD BEARING OF N 34°36’48” E,
THROUGH A CENTRAL ANGLE OF 70°41’34”, FOR 863.68 FEET TO THE POINT OF TANGENCY; THENCE N 69°57’35”
E FOR 680.17 FEET; THENCE N 19°54’44” W FOR 260.27 FEET; THENCE N 69°56’58” E FOR 401.14 FEET;
THENCE S 19°54’45” E FOR 260.27 FEET; THENCE N 70°03’20” E FOR 674.27 FEET TO THE POINT OF
CURVATURE OF A CURVE CONCAVE SOUTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, HAVING A
RADIUS OF 700.00 FEET AND A CHORD BEARING OF N 83°14’36” E, THROUGH A CENTRAL ANGLE OF 26°22’31”,
FOR 322.24 FEET TO THE POINT OF TANGENCY; THENCE S 83°34’08” E FOR 648.07 FEET TO THE POINT OF
CURVATURE OF A CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE,
HAVING A RADIUS OF 700.00 FEET AND A CHORD BEARING OF S 51°47’25” E, THROUGH A CENTRAL ANGLE OF
63°33’28”, FOR 776.50 FEET TO THE POINT OF TANGENCY; THENCE S 20°00’41” E FOR 8,434.67 FEET TO THE
POINT OF CURVATURE OF A CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID
CURVE, HAVING A RADIUS OF 475.00 FEET AND A CHORD BEARING OF S 35°12’17” E, THROUGH A CENTRAL ANGLE
OF 30°23’12”, FOR 251.91 FEET TO THE POINT OF TANGENCY; THENCE S 50°23’53” E FOR 1,790.59 FEET TO
THE POINT OF CURVATURE OF A CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE,
HAVING A RADIUS OF 475.00 FEET AND A CHORD BEARING OF N 77°22’19” E, THROUGH A CENTRAL ANGLE OF
104°27’38”, FOR 866.01 FEET; THENCE N 25°08’30” E FOR 2,011.71 FEET TO A POINT OF CURVATURE CONCAVE
SOUTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 700.00 FEET AND A CHORD
BEARING OF N 72°35’29” E, THROUGH A CENTRAL ANGLE OF 94°53’58”, FOR 1,159.42 FEET; THENCE S
59°57’32” E FOR 730.81 FEET; THENCE N 29°28’37” E FOR 261.56 FEET; THENCE S 60°04’01” E FOR 401.40
FEET; THENCE S 30°04’41” W FOR 263.09 FEET; THENCE S 59°59’55” E FOR 666.26 FEET TO THE POINT OF
CURVATURE OF A CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE,
HAVING A RADIUS OF 700.00 FEET AND A CHORD BEARING OF S 47°30’49” E, THROUGH A CENTRAL ANGLE OF
24°58’13”, FOR 305.07 FEET TO THE POINT OF TANGENCY; THENCE S 35°01’42” E FOR 800.12 FEET TO THE
POINT OF CURVATURE OF A CURVE CONCAVE WESTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE,
HAVING A RADIUS OF 700.00 FEET AND A CHORD BEARING OF S 02°30’43” E, THROUGH A CENTRAL ANGLE OF
65°01’58”, FOR 794.53 FEET TO THE POINT OF TANGENCY; THENCE S 30°00’16” W FOR 7,527.80
FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG THE ARC
OF SAID CURVE, HAVING A RADIUS OF 700.00 FEET AND A CHORD BEARING OF S 50°00’48” W, THROUGH A
CENTRAL ANGLE OF 40°01’03”, FOR 488.91 FEET TO THE POINT OF TANGENCY; THENCE S 70°01’19”
W FOR 1,183.62 FEET; THENCE S 17°59’39” E FOR 69.94


 








 






FEET; THENCE S 69°47’17” W FOR 396.32 FEET; THENCE N 20°26’08” W FOR 71.01 FEET; THENCE S
69°57’31” W FOR 1,392.62 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE NORTHEASTERLY;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 563.00 FEET AND A CHORD
BEARING OF N 65°01’47” W, THROUGH A CENTRAL ANGLE OF 90°01’23”, FOR 884.59 FEET TO THE
POINT OF TANGENCY; THENCE N 20°01’05” W FOR 1,975.04 FEET; THENCE S 69°57’00” W FOR 2,643.59 FEET;
THENCE S 19°55’23” E FOR 260.28 FEET; THENCE S 70°26’39” W FOR 400.03 FEET; THENCE N 19°35’21” W
FOR 260.28 FEET; THENCE S 69°58’02” W FOR 679.58 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE
NORTHERLY; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 700.00 FEET AND A CHORD
BEARING OF S 86°50’39” W, THROUGH A CENTRAL ANGLE OF 33°45’13”, FOR 412.38 FEET TO THE POINT OF
TANGENCY; THENCE N 76°16’44” W FOR 121.59 FEET TO THE WEST LINE OF SECTION 12, TOWNSHIP 2 SOUTH,
RANGE 16 WEST; THENCE ALONG SAID WEST LINE OF SECTION 12, N 01°13’57” E FOR 8.54 FEET TO THE
NORTHWEST CORNER OF SAID SECTION 12; THENCE ALONG THE SOUTH LINE OF SECTION 2, TOWNSHIP 2 SOUTH,
RANGE 16 WEST, N 88°52’52” W FOR 38.20 FEET TO THE POINT OF BEGINNING.



TOGETHER WITH A 240 FOOT ACCESS ROAD RIGHT OF WAY DESCRIBED AS FOLLOWS:



A PARCEL OF LAND LYING IN SECTIONS 1, 12 AND 13, TOWNSHIP 2 SOUTH, RANGE 16 WEST, BEING IN BAY
COUNTY, FLORIDA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:



COMMENCE AT THE SOUTHWEST CORNER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 16 WEST, BAY COUNTY,
FLORIDA; THENCE ALONG THE SOUTH LINE OF SAID SECTION 2, S 88°52’52” E, 5245.43 FEET; THENCE S
76°16’44” E, 160.72 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTH; THENCE EASTERLY
ALONG THE ARC OF SAID CURVE, 412.38 FEET, THROUGH A CENTRAL ANGLE OF 33°45’13”, HAVING A RADIUS OF
700.00 FEET AND A CHORD BEARING AND DISTANCE OF N 86°50’39” E, 406.44 FEET; THENCE N 69°58’02” E,
679.56 FEET; THENCE S 19°55’21” E, 260.28 FEET; THENCE N 70°26’39” E, 400.03 FEET; THENCE N
19°55’23” W, 260.28 FEET; THENCE N 69°57’00” E, 1933.22 FEET TO THE POINT OF BEGINNING; THENCE
CONTINUE N 69°57’00” E, 240.00 FEET; THENCE S 20°00’00” E, 157.55 FEET TO A POINT OF CURVATURE OF A
CURVE CONCAVE TO THE WEST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, 1391.53 FEET, THROUGH A
CENTRAL ANGLE OF 26°24’01”, HAVING A RADIUS OF 3020.00 FEET AND A CHORD BEARING AND DISTANCE OF S
06°48’00” E, 1379.25 FEET; THENCE S 06°24’01” W, 517.30 FEET TO A POINT OF CURVATURE OF A CURVE
CONCAVE TO THE EAST; THENCE SOUTHERLY ALONG THE ARC OF SATO CURVE, 1144.65 FEET, THROUGH A CENTRAL
ANGLE OF 23°35’29”, HAVING A RADIUS OF 2780.00 FEET AND A CHORD BEARING AND DISTANCE OF S 05°23’43”
E, 1136.58 FEET; THENCE S 17°11’28” E, 3414.24 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF COUNTY
ROAD 388 AS SHOWN ON FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP SECTION NUMBER 4607-101;
THENCE ALONG SAID RIGHT OF WAY LINE, S 71°51’24” W, 240.03 FEET; THENCE LEAVING SAID RIGHT OF WAY
LINE, N 17°11’28” W, 3418.23 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE TO THE EAST; THENCE
NORTHERLY ALONG THE ARC OF SAID CURVE, 1243.47 FEET, THROUGH A CENTRAL ANGLE OF 23°35’29”, HAVING A
RADIUS OF 3020.00 FEET AND A CHORD BEARING AND DISTANCE OF N 05°23’43” W, 1234.71 FEET; THENCE N
06°24’01” E, 517.30 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST; THENCE NORTHERLY
ALONG SAID CURVE, 1280.94 FEET, THROUGH A CENTRAL ANGLE OF 26°24’01”, HAVING A RADIUS OF 2780.00
FEET AND A CHORD BEARING AND DISTANCE OF N 06°48’00” W, 1269.64 FEET; THENCE N 20°00’00” W, 157.99
FEET, TO THE POINT OF BEGINNING.




 









 





EXHIBIT “B”