Town of Kiawah Island Planning Commission December 5, 2018

Town of Kiawah Island Planning Commission Town of Kiawah Island Municipal Center 4475 Betsy Kerrison Parkway Kiawah Island, SC 29455

December 5, 2018

#SDP‐000014‐2018 A Preliminary Subdivision Plat Approval of Beachwalker East Parcel 13 ‐ Southern Pines Lane ROW

Applicant/Owner: Kiawah Resort Associates, LP

Surveyor: SW & A , LLC.

Parcel(s): 207‐05‐00‐001; ‐118; ‐122; ‐123; 124

Zoning District: R‐3/C

Acres: 22.604 (14.88 highlands)

Lot(s): 2 Lots (20.811 acres, 13.667 highlands) 2 ROWs (1.215 acres)

1 Town of Kiawah Island Planning Commission December 5, 2018

Insert Aerial If Necessary Delete If Not

Insert Aerial If Necessary Delete If Not

2 Town of Kiawah Island Planning Commission December 5, 2018

Approved Revised Final Plat

Insert Plat

Proposed Preliminary Plat

Insert Plat

3 Town of Kiawah Island Planning Commission December 5, 2018

#SDP‐000014‐2018 Abbreviated Time Line of Beachwalker East Parcel 13 • The Planning Commission (PC) approved a preliminary subdivision plat at the May 2016 PC meeting. The PC agreed to have the applicant come to the following June 2016 PC meeting to address specific concerns raised (traffic, security and access).

• At the June 2016 PC meeting the applicant provided a detailed explanation of the Conceptual Master Plan for Parcel 13 including the depicted circulation pattern and residential (R‐3) land use pattern also affirming there will be no connection to Duneside Road.

• Subsequently in the plat approval process, a conditional subdivision plat was approved by planning staff in August 2016. A revised conditional plat was approved in October 2017 conveying a portion of Parcel 12A to Parcel 13 Lot 2.

• A final subdivision plat was approved by the Planning Commission in May 2018, showing the placement of 5’ vehicular non‐access between Southern Pines and Duneside Road.

#SDP‐000014‐2018 Abbreviated Time Line of Beachwalker East Parcel 13 – Proposed Development Standards • October 4, 2018 KRA submitted a preliminary subdivision plat for review. (ref. SDP‐000014‐2018). • The applicant prepared a summary of proposed development standards to be linked with the submitted preliminary plat, that was to be followed with a formal agreement between KRA and KICA. The summary of proposed development standards addressed concerns raised by KICA providing assurances to minimizing future development impacts within the immediate area of Parcel 13, by self imposing restrictions during construction and occupancy of future development in the area.

• November 20, 2018 KRA submitted a copy of the signed MOU between KRA/KDPII and KICA. The MOU outlines the following proposed development standards (ref. Supplementary Packet):

 Southern Pines Lane ROW will terminate to a cul‐de‐sac with no connection to Beachwalker Road/Cape Point Road, directly or through an adjacent property.

Access and Dwelling Units  Access via Southern Pines Lane to and from Duneside Road will be provided only to Parcels 13A, 13C and a portion of 13B “Parcel 13B Outparcel” as shown in Exhibit B. Additionally, Parcel 13B Outparcel (north of Southern Pines Lane) shall have access limited to four (4) buildings.

4 Town of Kiawah Island Planning Commission December 5, 2018

KRA/KDPII & KICA ‐ MOU Exhibit B

Parcel 13B Outparcel Additional DUs of Parcel 13B limited to no more than shall access via Beachwalker four (4) buildings Drive and or Cape Point Road

Cul-de-sac terminus of Southern Pines Lane with no connection to Abandoned 5’ vehicular Cape Point/Beachwalker Drive non access easement

Parcel 13A and Parcel 13B Outparcel access Southern Insert Plat Pines/Duneside Road Parcel 13A and Parcel 13B Outparcel access Southern Pines/Duneside Road Parcel 13A and 13B Parcel 13A Outparcel limited to no more than 120 residential DUs and related amenities

#SDP‐000014‐2018 Abbreviated Time Line of Beachwalker East Parcel 13 – Proposed Development Standards Continued  Additional residential dwelling units within Parcel 13B shall be accessed from Beachwalker Road and or Cape Point Road and shall not have vehicular access to and from Duneside Road and or Southern Pines Lane.

 The MOU defines a specific area accessible by Duneside Road/Southern Pines Lane which is limited to no more than 120 residential dwelling units and related amenities. (ref. Exhibit B)*Current D.A. has an allotment or entitlement of 234 units for Parcel 13. Timbers Ocean Club Residences ‐ 21 DU allocation. Parcel 13 holds a 213 remaining DU allowance.

Potential Western Kiawah Island Club  Any future west Kiawah Island “Club” located on or adjacent to Parcel 13A shall have primary access to and from Beachwalker Road but shall have the ability to offer up to thirty (30) parking spaces accessed from Duneside Road via Southern Pines Lane through Parcel 13A. This parking shall not tie into any portion of the club facilities that have access to Cape Point Road or Beachwalker Drive. Additional club member parking, commercial deliveries, service and employee access to and from the Club shall be via Beachwalker Road and Cape Point Road.

5 Town of Kiawah Island Planning Commission December 5, 2018

KRA/KDPII & KICA ‐ MOU Exhibit B

Any future KI Club on or adjacent to Parcel 13A shall have primary access to and from Beachwalker Road Allotment of thirty (30) Insert Plat parking spaces accessed from Southern Pines/Duneside for a Additional club member parking, future KI Club with no commercial deliveries, service and Parcel 13A internal connection of employee access to and from the Club facilities accessing Cape shall be via Beachwalker Road and Cape Point Road or Point Road Beachwalker

#SDP‐000014‐2018 Abbreviated Time Line of Beachwalker East Parcel 13 – Proposed Development Standards Continued

Site Development and Construction  Primary access for construction vehicles and commercial traffic associated with the site development and construction of the Club facility and residential and amenity structures within Parcels 13A and 13B Outparcel shall where feasible be via Beachwalker Road and Cape Point Road.

 Access for construction vehicles and or commercial traffic via Southern Pines Lane shall be limited and utilized only when access via Beachwalker Road and Cape Point Road is not feasible under the circumstances.

 Temporary connectivity to Duneside Road or Southern Pines Lane for construction or development activities on these parcels shall be blocked with appropriate fencing, bollards, or other material that prevents vehicular access to these roads.

6 Town of Kiawah Island Planning Commission December 5, 2018

#SDP‐000014‐2018 Abbreviated Time Line of Beachwalker East Parcel 13 – Proposed Development Standards Continued

Restrictive Covenants  Should a plat be approved and recorded by the Town of Kiawah Island, KP shall execute and simultaneously record Restrictive Covenants (ref. Exhibit C) prohibiting the extension of Southern Pines Lane to provide a connection to or access from Cape Point Road/Beachwalker Road to Duneside Road.

Duneside Road Improvements  KP to contribute funds to support the design, development, and construction of pedestrian related improvements along Duneside Road to address safety concerns expressed by members of the neighboring communities.

#SDP‐000014‐2018 The Planning Department has reviewed this document for PRELIMINARY APPROVAL of this subdivision to be known as Beachwalker East and find that it is consistent with Article 12c, Subdivision Regulations. Acreage Acreage Highland Below DHEC‐ DHEC‐OCRM The subdivision request is situated at the western Acreage Chart Acreage OCRM Setback Critical Area end of the island. The total area is approximately Line 22.604 acres in size containing 2 Lots Lot 1 6.724 0.276 (approximately 13.667 highland acres) and 2 Right‐ Lot 2 6.309 6.734 of‐Ways (approximately 1.215 acres) Conveyance Area 0.634 0.134 Southern Pines 0.803 Lane ROW The proposed Southern Pines ROW alters the Cape Point ROW 0.412 currently approved final plat for the area by Cape Point ROW 0.578 proposing the connection of the existing Duneside Extension Road to the existing Southern Pines Lane along Total 15.460 6.868 0.276 with disconnecting Southern Pines Lane with Cape TOTAL ACREAGE 22.604 (including Cape Point ROW Ext.) Point. The terminus of Southern Pines Lane proposes a circular turnaround at the western end.

7 Town of Kiawah Island Planning Commission December 5, 2018

#SDP‐000014‐2018 The Planning Department has reviewed this document for PRELIMINARY APPROVAL of this subdivision to be known as Beachwalker East and find that it is consistent with Article 12c, Subdivision Regulations.

In the event the Planning Commission decides to approve the application for Preliminary Approval of the subdivision to be known as Beachwalker East (TMS# 207‐05‐00‐0011; ‐118; ‐122; ‐123; ‐124) the planning department asks the Planning Commission to consider the following conditions:

i. Prior to approval of the final plat, the current approved Access and Construction Easement designated to and from Southern Pines Lane to Lot 3 of Parcel 13 via Cape Point shall be amended to acknowledge an appropriate and alternative vehicular access to and from Southern Pines Lane to Lot 3 and future development of Parcel 13 via Duneside Road.

ii. The subject preliminary plat and sequential approved plats shall be noted with the development provisions outlined by the referenced MOU between Kiawah Resort Associates, LP (KRA) and the Kiawah Island Community Association (KICA), referencing the signed MOU exhibit that depicts future development patterns for the area.

KRA/KDPII & KICA ‐ MOU Exhibit B

Insert Plat

8 Town of Kiawah Island Planning Commission December 5, 2018

Proposed Preliminary Plat

Insert Plat

9 MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is entered into this ^day of November 2018, by and between Kiawah Resort Associates, L.P. ("KRA"), KDP II LLC ("KDPII"), and Kiawah Island Community Association, Inc. f'KICA").

Background Information

A. KRA and KDPII (collectively, "KP") own certain property located at the southern terminus of Beachwalker Road in the Town ofKiawah Island, Charleston County, S.C., known generally as Parcel 13A and Parcel 13B, more particularly shown on a preliminary plat prepared by Seamon Whiteside & Associates Surveying, LLC (the "Plat") dated August 29, 2018, a copy of which said Plat is attached hereto as Exhibit A and incorporated herein by reference.

B. Parcel 13C as shown on the Plat was conveyed by KRA to Timbers Kiawah Acquisition Partners, LLC f'Timbers"), and has been developed by Timbers into a private Ocean Club and Residences.

C. Parcels 13A, 13B and 13C (collectively, the "Property") currently are accessed by means of Beachwalker Road and Cape Point Road.

D. KP, KICA and Timbers have engaged in numerous discussions regarding the concept of alternative access to the Property via an extension of Duneside Road and have come to an agreement whereby KICA will not object to KP's platting, permitting and other applications in connection with such extension; provided KP complies with the terms and conditions more particularly set forth herein.

NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. The Southern Pines Lane right-of-way fi.e., Duneside Road extension) will terminate in a cul-de-sac as shown on the Plat and a preliminary Site Plan Exhibit attached hereto as Exhibit B and incorporated herein by reference and shall not connect to Beachwalker Road/Cape Point Road, either directly or through an adjacent property.

2. Access via Southern Pines Lane to and from Duneside Road will be provided only to Parcels 13A, 13C, and a portion of Parcel 13B (the "Parcel 13B Outparcel"). with Parcel 13B Outparcel access limited to four (4) buildings) as shown on Exhibit A and subject to the limitations set forth herein.

a. Development on Parcels 13A and the Parcel 13B Outparcel shall be limited to no more than 120 residential dwelling units and related amenities. b. Additional residential dwelling units within Parcel 13B shall be accessed from Beachwalker Road and/or Cape Point Road and shall not have vehicular access to and from Duneside Road and/or Southern Pines Lane.

c. Any future Kiawah Island Club ("Club") facility located on or adjacent to Parcel 13A shall have primary access to and from Beachwalker Road but shall have the ability to offer up to thirty (30) parking spaces accessed from Duneside Road via Southern Pines Lane through Parcel 13A and this parking lot shall not tie into any portion of the club facilities that have access to Cape Point Road or Beachwalker Drive. Except as permitted hereunder, additional Club member parking, commercial deliveries, service and employee access to and from the Club shall be via Beachwalker Road and Cape Point Road.

d. Primary access for construction vehicles and commercial traffic associated with the site development and constmction of the Club facility and residential and amenity structures within Parcels 13A and 13B Outparcel shall where feasible be via Beachwalker Road and Cape Point Road. Access for constmction vehicles and/or commercial traffic via Southern Pines Lane shall be limited and utilized only when access via Beachwalker Road and Cape Point Road is not feasible under the circumstances. If any construction or development activities on these parcels provide even temporary connectivity to Duneside Road or Southern Pines Lane, these connections shall be blocked with appropriate fencing, bollards, or other material that prevents vehicular access to these roads.

e. Should the Plat be approved and recorded by the Town of Kiawah Island, without opposition from KJCA or its staff, KP shall:

i. Execute and simultaneously record the Declaration of Restrictive Covenants attached hereto as Exhibit C and incorporated herein by reference, prohibiting KP, its successors and assigns and successors-in-, from extending Southern Pines Lane to provide a connection to or access from Cape Point Lane/Beachwalker Road to Duneside Road.

ii. Contribute to KICA 50% of the costsup to a maximum of $100,000, for the design, development and construction of pedestrian and/or safety related improvements along Duneside Road, to address safety concerns expressed by members of the neighboring communities.

3. In consideration of KP's agreements as aforesaid, KICA agrees that it will not oppose the connection of Duneside Road with Southern Pines Lane to provide access to and from the Property subject to the conditions and limitations set forth herein KICA further agrees, that prior to initiating any official communications with the KICA membership and/or the public in general, KICA will provide KP with a copy to preview and to provide to KICA comments for its consideration. KP recognizes that KICA does not have any obligation to incorporate its comments, but by doing so would provide the Board with KP's perspective and allow KP to prepare for questions and/or comments it may receive. 4. After reviewing KP's application with the Town ofKiawah Island and Charleston County and confirming compliance with this agreement, KICA agrees to provide written confirmation, if needed, that any and all prior objections are rescinded and revoked.

5. KP and KICA acknowledge and agree to cooperate with each other to identify issues of disagreement and work to resolve such issues of disagreement with a spirit of fairness and cooperation.

6. This Agreement expresses the entire understanding between the parties and supersedes any and all previous agreements and understandings, whether written or oral, between the parties.

7. The rights and obligations arising under this Agreement are not assignable by any party without the prior written consent of the remaining parties hereto.

IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the _3^ay of November 2018.

SIGNED, SEALED AND DELP/ERED KIAWAH RESORT ASSOCLA.TES, L.P. IN THE PRESENCE OF: By: Coral canary GP, L.L.C. Its: GeneiM Pactrw

0^^ Ad. By:_ Jordan Phillips Its: Vidb President

SJQNBP, SEALED AND DELIVERED KDP 11 L; /4N TH^ PRESENCE OF: ^(^^- Jordan PhiTlip^ Vice President

^SEALED AND DELIVERED KIAWAH ISLAND COMMUNITY SSENCE OF: ASSOCIATION, INC.

(^AV— J^(_^ By:_ Name^Jatnes Its: ClMe^ Operating EXHIBITA

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A PRELIMINARY SUBDIVISION PLAT 1036-BJenklnsRoad Charleston, SO 294071 Ill11 TMS#207.05.00.0011,TMS#207.05.00.001,H8,122,123AND124 (843)795-9330 1?1 KIAWAH RESORT ASSOCIATES LP, AND KDPIILLC to-a-it ffluCfTS Fill UUttO t»/3/1B w ISLAND wsurveying IC^i-lt i»»om n* fcv xtutxs ia/*/i* EXHIBIT C

Attach Declaration of Restrictive Covenants DECLARATION OF RESTRICTIVE COVENANTS (Southern Pines Lane)

THIS DECLARATION OF RESTRICTIVE COVENANTS ("Declaration") is made this _^_ day of November 2018, by and between Kiawah Resort Associates, L.P. a Delaware limited partnership ("KRA") and Kiawah Island Community Association, Inc., a South Carolina non- corporation f'KICA").

RECITALS

WHEREAS, KRA is the owner of that certain road right-of-way known as "Southern Pines Lane," located within the "Beachwalker East" property at the western end of Kiawah Island, Charleston County, South Carolina, and shown on a plat prepared by SWA Surveying, LLC, entitled "IA Preliminary Subdivision Plat TMS #207-05-00-0011, TMS #207-05-00-001, 118, 122, 123 and 124 Beachwalker East" dated August 29, 2018|, more particularly described in Commented [Al]! Note - Will need to refer to the recorded Exhibit A attached hereto and incoroorated herein by reference (the "Burdened Property"); and plat in the final version for recording _

WHEREAS, KICA is the master association of owners of properties on Kiawah Island, S.C., established pursuant to the Declaration of Covenants and Restrictions of The Kiawah Island Community Association, Inc. executed by KICA and Kiawah Island Company Limited dated December 21, 1977, and recorded December 29, 1977, in Book Ml 14, page 407 in the office of the Register of for Charleston County, S.C., as amended (the "KICA Covenants"), and the owner of certain roads, and Common Properties on Kiawah Island, including specifically, Duneside Road, which is adjacent to and contiguous with the Burdened Property and is more particularly described on Exhibit B attached hereto and incoqiorated herein by reference (the "Benefltted Property"); and

WHEREAS, in consideration of Five and No/00 ($5.00) Dollars, certain mutual promises and agreements between KRA and KICA, and other promises contained herein, the receipt and sufficiency of which is hereby acknowledged, KRA has agreed to place certain restrictive covenants on the Burdened Property, in order to alleviate concerns by the KICA Board and membership relating to use of the Burdened Property for access to and from Cape Point Road and/or Beachwalker Road.

NOW THEREFORE, KRA hereby declares that the Burdened Property shall be held, transferred, conveyed, leased, occupied or otherwise disposed of and used subject to the following restrictive covenants, which shall run with the land and be binding on KRA, all future owners of the Burdened Property, and their respective successors, assigns and successors-in-title, lessees, or other occupiers and users:

1. Restriction on Use. KRA, on behalf of itself, its successors and assigns, hereby agrees that for a period of ninety-nine (99) years (the "Term") following the date hereof, the Burdened Property shall not be extended or used to provide a vehicular connection to or access from Cape Point Lane and/or Beachwalker Road to Duneside Road without the written consent of KICA. The restriction contained herein shall not inure to the benefit of or be enforceable by

1 any subsequent owner of the Benefitted Property that is not a successor in interest to KICA under the KICA Covenants.

2. Recordine; Amendment; Termination. This Declaration shall be recorded in the ROD Office and may be amended only by a recorded document signed by KRA and KICA. This Declaration shall automatically terminate upon the expiration of the Term without the requirement of any further recorded document.

3. Property Transfers. KRA shall include the following notice on all deeds used to convey any interest in the Burdened Property including but not limited to all conveyances in which the grantee is afforded an easement of use and enjoyment in the Burdened Property (provided that failure to comply with this paragraph does not impair the validity or enforceability of these restrictive covenants):

NOTICE: This Property Subject to Declaration of Restrictive Covenants Recorded at [insert book and page references, county(ies), and date of recording.

4. No Third Party Beneficiary. The provisions of this Declaration are for the benefit of and are enforceable only by KICA or its successor in interest under the KICA Covenants as owner of the Benefitted Property and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Declaration.

5. Remedies and Defenses. KRA agrees, acknowledges, and affirms that the restrictions made and entered into by KRA is a material and indispensable inducement for, and condition of, certain agreements and transactions by among the parties hereto and their affiliates. KRA agrees, acknowledges, and stipulates that the remedies of any party claiming under, by, or through this instrument is not limited to damages or other remedies at and such claiming party seeking relief for violation of this Declaration shall have available, at its sole election, declaratory, injunctive, and other equitable relief including, but not limited to, specific performance in any action for breach or enforcement of this Declaration. KRA agrees, acknowledges, and stipulates that it will neither raise as a defense nor contend in any action or proceeding for breach or enforcement of this Declaration that the claiming party would have an adequate remedy at law, and KRA hereby waives all alleged defenses or contentions to this effect. KRA hereby recognizes, agrees and stipulates that this Declaration is hereby effective, enforceable, valid, material, continuous, essential, necessary and beneficial for the use and benefit of K.ICA and the Benefitted Property, and each party hereby waives any defenses, challenges, or arguments in opposition to a proceeding for breach or enforcement of this Declaration either to the effect, or any manner premised on any suggestion or contention that either this Declaration is not effective, enforceable, valid, material, continuous, appurtenant, necessary, or beneficial or that the harm or benefit to the Benefitted Property is non-existent or of limited or insufficient value due to size, use, location, or form of ownership or that this Declaration is of limited duration less than the Term, or that there is any defense (affirmative or otherwise) which, directly or indirectly, challenges the due execution, effective creation, or enforceability of this Declaration, or that this Declaration constitutes either covenants in gross or personal covenants. Nothing contained in this paragraph shall in any way constitute a waiver of any defense available at law or in equity in any suit brought to enforce this Declaration by a party not entitled to enforce this Declaration.

6. Severabilitv. Whenever possible, each provision of this Declaration shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Declaration shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the of such provision or the remaining provisions of this Declaration, and the invalid, void or unenforceable term, clause, word, condition, provision or agreement shall be reformed to the extent possible in order to give its intended effect and/or meaning so long as the economic or legal substance of this Declaration is not affected in any manner materially adverse to any party.

7. Further Assurances. Each of the parties hereto shall execute and deliver such additional documents and take such actions as may be reasonably requested in order to fully carry out the intent and purpose of this Declaration.

8. Attorney's Fees. The prevailing party in any action or proceeding brought under this Declaration shall be entitled to its costs and expenses of suit, including but not limited to reasonable attorneys' fees which shall be payable whether or not such action is prosecuted to judgment.

9. Waiver of Jury Trial. EACH OF THE PARTIES WAFVES, TO THE FULL EXTENT PERMITTED BY LAW. THE RIGHT TO A JURY TRIAL IN ANY LITIGATION CONCERNING THIS DECLARATION OR ANY DEFENSE, CLAIM, COUNTERCLAIM, CLAIM OF SET-OFF OR SIMILAR CLAIM OF ANY NATURE.

10. Governine Law. This Declaration shall be governed by, and construed and enforced in accordance with the of the State of South Carolina.

11. Notices. Whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires to give or serve upon any other parties any communication with respect to this Declaration, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, with the proper postage prepaid, (b) one (1) business day after deposit with a nationally recognized overnight courier with all charges prepaid or (c) when hand- delivered, all of which shall be addressed to the party to be notified and sent to the address below or to such other address as may be substituted by notice given as herein provided:

As to KRA: As to KICA

Kiawah Resort Associates, L.P. Kiawah Island Community Association, Inc. 1 Kiawah Island Parkway 23 Beachwalker Road Kiawah Island, SC 24955 Kiawah Island, SC 29455

12. Bindine Effect. This Declaration shall be binding upon the parties hereto, their heirs, successors, successors in title, and assigns and shall run with the title to the Burdened Property and the Benefitted Property (except as otherwise provided herein).

13. Waiver of Default. The failure of a party to insist in any one or more instances upon the performance of any provisions of this Declaration shall not be construed as a waiver or relinquishment of such party's rights to future performance of such provision, and the other party's obligation in respect of such future performance shall continue in full force and effect.

14. Headines; Entire Aereement. The headings in this Declaration are for reference only and shall not affect the interpretation of this Declaration. This Declaration supersedes all prior agreements, understandings, representations and statements, if any, regarding the subject matter contained herein, whether oral or written.

15. No Right to Contribution. It is expressly agreed by the parties that until such time, if any, as the Burdened Property is owned by KICA, its successors and/or assigns, as a "Common Property" under the KICA Covenants, the owner of the Burdened Property and the beneficiaries of any easement of use and enjoyment in the Burdened Property has no right to contribution from the owner of the Benefitted Property for any costs associated with the maintenance, repair, replacement, or improvement of the Burdened Property.

[remainder of page intentionally left blank] IN WITNESS WHEREOF, KRA has duly executed this Declaration of Restrictive Covenants as of the date written above.

SIGNED, SEALED AND DELIVERED KIAWAH RESORT ASSOCIATES, L.P. IN THE PRESENCE OF: a Delaware limited partnership

By: Coral Canary GP, L.L.C., Its: General Partner

By:_ Jordan Phillips

Its: Vice President

STATE OF SOUTH CAROLINA ACKNOWLEDGMENT COUNTY OF CHARLESTON

I, _, a Notary Public in and for the County and State aforesaid, certify that the foregoing instrument was acknowledged before me this _ day of October, 2018, by Kiawah Resort Associates, L.P., a Delaware limited partnership, by Coral Canary GP, L.L.C., its General Partner, by Jordan Phillips, its Vice President.

Notary Public for South Carolina My commission expires: IN WITNESS WHEREOF, KICA has duly executed this Declaration of Restrictive Covenants as of the date written above.

SIGNED, SEALED AND DELIVERED KIAWAH ISLAND COMMUNITY IN THE PRESENCE OF: ASSOCIATION, INC.

By:_ James J. Bailey, Jr.

Its: Chief Operating Officer

STATE OF SOUTH CAROLINA ACKNOWLEDGMENT COUNTY OF CHARLESTON

I, _, a Notary Public in and for the County and State aforesaid, certify that the foregoing instrument was acknowledged before me this _ day of October, 2018, by Kiawah Island Community Association, Inc., by James J. Bailey, Jr., its Chief Operating Officer.

Notary Public for South Carolina My commission expires: EXHIBIT A

TMLBURDENED PROPERTY

All that certain piece, parcel or tract of land situate, lying and being in the Town of Kiawah Island, Charleston County, South Carolina, known and designated as "Southern Pines Lane," a right-of-way predominantly 50' in width, on shown on a plat prepared by Seamon Whiteside & Associates Surveying, LLC entitled "A Preliminary Subdivision Plat TMS #207-05-00-0011, TMS#207-05-00-001, 118, 122, 123 and 124 Beachwalker East Kiawah Resort Associates, LP, and KDP II LLC Located in the Town of Kiawah Island Charleston County, South Carolina" dated August 29, 2018, last revised on October 2, 2018, a copy of which said plat is attached hereto as Exhibit A-l and incorporated herein by reference, said right-of-way having such location, butts and bounds, metes, courses and distances as will by reference to said plat more fully appear.

Note: Will need to revise fhis description to reference the approved conditional or fmal plat, when recorded (Preliminary plats are not recorded). EXHIBIT A-l

Attach Plat EXHIBIT B

BENEFITTED PROPERTY

All those certain pieces, parcels or tracts of land situate, lying and being in the Town of Kiawah Island, Charleston County, South Carolina, comprising the "Duneside Road" right-of-way, and shown as "Duneside Road" and/or "Duneside Road Extention" (sic) on plats recorded in Plat Book AG at page 128, Plat Book AH at page 65, Plat Book AJ at page 83, Plat Book AK at page 115, and Plat Book AR at page 5, in the office of the Register of Deeds for Charleston County, S.C., said right-of-way having such location, butts and bounds, metes, courses and distances as will by reference to said plats more fully appear.