Lakewood Ranch Stewardship District
12051 Co rporate Blvd, Orla ndo, Florida 3281 7
P. 407-382-3256  •  r. 4 07-382-3254

www. lakewoodranchstewa rdship.com

BOARD OF SUPERVISORS	Friday, November 2, 2018, 9:00 a.m.
LAKEWOOD RANCH	Schroeder-Manatee Ranch, Inc.
STEWARD SHIP DISTRICT	14400 Covenant Way
Lakewood Ranch, FL  34202

For those unable to attend in person, the call-in information for the meeting is as follows:

Number: 1-866-546-3377 Passcode: 218802

BOARD OF SUPERVISORS MEETING AGENDA

Call to Order / Roll Call

•	Public Comment Period [for any members ofthe public desiring to speak on any proposition before the Board]

Administrative Matters
1.	Consideration of Minutes of the October 12, 2018 Board of Supervisors Meeting

Business Matters
2.	Consideration of Matters Relative to the Northeast Sector - Phase 1B Project
A.	Engineer's Report

B.	Supplemental Assessment Methodology Report

C.	Resolution 2019-04, Delegation Resolution o Twentieth Supplemental Indenture

	o   Bond Purchase Contract

	o   Preliminary Limited Offering Memorandum

o	Continuing Disclosure Agreement

3.	Consideration of Matters Relative to the Lakewood Centre & NW Sector Projects

A.	Engineer's Report

B.	Supplemental Assessment Methodology Report

C.	Resolution 2019-05, Delegation Resolution
o	Twentieth Supplemental Indenture
o	Bond Purchase Contract
o	Preliminary Limited Offering Memorandum
o	Continuing Disclosure Agreement

Financial Matters
4.	sDraw Reque ts (pr ovided under sepat afe covet)
	S.Compilation Report

Other Business

6,	Staff Reports

o	Manager,s Report

o	Attorney's Rep01t
o	Engi   neer's Report

■

■

■

Specific Authorization No. 106					
Stantec						
Rangeland Parkway/	Wolf Slough Crossing	Analyses			
					
Change Order No. 63	Under Specific Authorization No. 97			
Stantec		Description  Coordination	Services		
Northeast  Sector  Roadways  Legal				
Project						
Change Order No. 1						
RIPA & Associates, LLC					
Bourneside Blvd. North Phase II					
Material Direct Purchase Credits					

■

Change Order No. 6					
Fredrick Derr & Company, Inc.					
The Masters Avenue Ext To Bourneside	Blvd		
		for		
Install/Maintain Silt Fence and	Deductions			
				
Saled Tas.					

Atlantic

TNG

Material and

■

■

■

Change Order No. 8							
Ryangolf Corporation							
Uihlein Rd & Rangeland Pkwy Improvements		Time Ext			
lA for	Uihlein Rd.- Underdrain north of Rangeland Pkwy &		Time		
lB for	Rangeland Parkway -  Excavation from  irrigation	Lake	and			
Ext.								
Agreement for Construction Inspection and	Testing Services					
Driggers Engineering Services Incorporated	&						
							
Lakewood Ranch Stewardship District							
Change Order							
Heidt Design							
Bourneside Blvd. South- Construction							

•	Audience Comments

•	Adjournment

LAKEWOOD RANCH STEWARDSHIP DISTRICT

BOARD

OF

SUPERVISORS MEETING AGENDA

NOVEMBER

2, 2018

AT

9:00

A.M.

	SCHROEDER-MANATEE RANCH, INC.				
		14400 Covenant Way				
	Lakewood Ranch, Florida 34202				
BOARD OF SUPERVISORS	DISTRICT STAFF				
					
Rex Jensen	Chairman	ManagerDistrict	Hank Fishkind	Fishkind & Associates		
Tony Chiofalo	. Secretary	District Counsel	Jonathan Johnson	Hopping Green & Sams		
	Vice Chairman/Asst					
Scott Almand	Treasurer	District Engineer	Mike Kennedy	Stantec		
Jim Schier	Assistant Secretary					
Richard Bedford	Assistant Secretary	Hank Fishkind	Secretary			

Enclosed is the agenda of the Lakewood Ranch Stewardship District Board of Supervisors ("Board").	Meetings of the Board are open		
to the public in accordance with Florida law.	Agendas can be reviewed by contacting the District Manger's office at (407) 382-3256		
at least seven days in advance of the scheduled	meeting.  Requests for the Board to consider items that are not on this agenda must be		
submitted in writing with an explanation	to the atDistrict Manger	least fourteen	(14) days prior to the date of the meeting.						

Upon establishing a quorum, meetings	of the Board are anticipated to begin promptly	at 9:00 a.m. at the address listed above, unless		
					of the public	in attendance,	if any.		
proper notice states otherwise.		Each meeting will begin by inviting	comments from members					
Public comments may address	any matter	of interest or concern	to the District, regardless whether	listed for	consideration	on	the		
															
												Public Comment Policy.   Generally,  each		
							by the Board in	accordance with the District's			
meeting's  agenda,  and will be received					
						is	not  obligated  to  respond		
						of public  comment.	The		Board  or District staff				
individual  speaker  is  limited to  three  (3)  minutes								
immediately to comments or concerns expressed during the public comment period.																
Following the public comment period, the Board will proceed to address agenda items that require the review and approval		of the		
					
Board as a normal course of business.		As necessary,businessother		items may appear on the agenda for the Board's	discussion and		
furtherby action	motion or vote	of the Supervisors.		If the Board elects to consider any business	item not previously published on the		
meeting agenda, the Board will invite public comment regarding the item prior to taking official action.											
As a routine matter, the Board will consider financial status updates and may approve financial repmis, work authorizations,	and other		
						
financial business items as appropriate.		Staff, including the District Manager, District Counsel, and District Engineer,	will report to		
the Board regarding any pending		issues that may be of interest to the District	or the Board on a case-by-case basis.  Time is reserved at		
																					
		for the  Board  Supervisors  to  express  comments  or concerns  regarding  items  to  be  researched,		
the  conclusion  of each  meeting			
considered or addressed by the Board or Staff.  The Board may elect to receive Public Comment prior to adjournment	of the meeting		
								
at the discretion of the Board Chairman.																																	
Occasionally,	certain items for decision by the Board are required by Florida	law to be held	as a Public Hearing,		which will be		
											
indicated by a notice published in the local newspaper	or mailed directly to impacted persons as the circumstances require.  The Board		
will  announce	the  opening	of the	Public  Hearing	on these  agenda	items  and	invite	public  comment	on the  specific  item  being		
considered under the notice of the Public Hearing.	Public comment received during the Public Hearing must conform to the District's		
Public Comment Policy.  If needed,	the Board may hold an advertised public workshop session to consider	a policy or business matter		
											
informally with staff or consultants prior to scheduling the item for action on an agenda.															
Pursuant to provisions  of the	Americans	with  Disabilities Act,		any	person requiring	special accommodations  to  participate	in a		
									
		is		asked  to	advise		the	District	Office	at	least  forty-eight  (48)  hours  before  the		
meeting/hearing/workshop	of	the	Board												
meeting/hearing/workshop by	contacting	the		District Manager at (407)	382-3256.	If you  are	hearing	or speech  impaired,		please		
																		
contact the Florida Relay Service at (800) 955-8770, which will assist you in contacting the District Office.										
A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered	at the		
				
meeting is advised that person will need	a record	of the proceedings	and that accordingly, the person may need to  ensure that a		
verbatim record of the proceedings is made including the testimony and evidence upon which the appeal is to be based.								

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Minutes

LAKEWOOD

RANCH STEWARDSHIP

DISTRICT

14400

Schroeder-Manatee Ranch, Inc.

Covenant Way, Lakewood Ranch, Florida

34202

Minutes

-

Board

of

Supervisor's Meeting

October 12, 2018, 9:00 a.m.

Present

and

constituting

a quorum:

Tony Chiofalo

Jim Schier

Scott Almand

Richard Bedford

Board Member

Board Member

Board Member

Board Member

Also

present

were:

Hank Fishkind

Jonathan Johnson

Misty Taylor

Herb Boatner

Sete Zare

Brett Sealy

Mike Kennedy

Rob Engel

Bob Simons

Roger Aman

Dan Perka

Deborah Byerly

Pat Neal

Maryann Grgic

Fishkind & Associates	
HGS	(by phone)	
BMO		
BMO	(by phone)	
BMO	(by phone)	
MBS		
Stantec	
Stantec	
SMR		
SMR		
SMR		
SMR		
NEAL Communities	
KeyPoint Communication	

FIRST

ORDER

OF

BUSINESS

Call

to

Order

and

Roll Call

Dr.	Fishkind  called  the	meeting		
attendance are as outlined	above.		

to

order

and

proceeded with

the

roll  call.   The

members

in

SECOND

ORDER

OF

BUSINESS

Administrative Matters				
Consideration	of	Minutes	of	the	
September 7, 2018 Board of Supervisors	
Meeting					

Mr. Chiofalo presented the questions or comments.

minutes

from

the

previous

meetings

and asked

if

there

were

any

1

On MOTION by Mr. the Lakewood Ranch Supervisors Meeting.

Bedford, seconded by Mr. Schier, Stewardship District approved the

with all in favor, the Board minutes of the September

of 7,

Supervisors

2018 Board

of of

THIRD ORDER OF BUSINESS	Business Matters				
	Consideration of Matters Relative to the	
	Isles of Lakewood Ranch Project	
	A.  Public Hearing on the Imposition	
	of Special Assessments		
	o	Public	Comments    and	
		Testimony		
	o	Board Comments	
	B.  Consideration	of	Resolution	
	2019-01, Levying Master Special	
	Assessments			

Dr.

Fishkind

noted

that

the

public

hearing

had

been duly noticed.

On MOTION by Mr. Schier, seconded by Mr. Bedford, with all in favor, the Lakewood Ranch Stewardship District opened the Public Hearing.

the Board

of

Supervisors

of

There

were

no public comments.

On MOTION by Mr.	Schier, seconded	by Mr. Bedford, with all in favor,		
				
the Lakewood Ranch Stewardship District closed the Public Hearing.		

the Board

of

Supervisors

of

Mr. Kennedy and Dr. Fishkind confirmed that there or Methodology report previously presented to the professional opinion the assessments are fairly

had been no changes to the Engineer's	report		
			
Board. Dr. Fishkind also confirmed that in his		
reasonably  allocated  among  the  properties		

burdened

by the

assessments

and

that

the

benefits

of

the

improvements

exceed

the

burden

of

the

proposed

assessments.

On the

MOTION by Mr. Bedford, seconded	by		
			
Lakewood Ranch  Stewardship  District		

Mr. Almand, with all in favor, the Board of Supervisors	of		
			
approved Resolution 2019-01,  Levying	Master	Special		

Assessments.									
FOURTH ORDER OF BUSINESS		Consideration	of	IBA  Supplement	to		
		MBS	Investment	Banking  Agreement		
		(NE	Sector  -	Phase  lB;	NE  Sector	-		
		Crosswind	Project;	Northwest		
		Sector/Lakewood Centre)				
Mr.  Sealy reviewed the update to the MBS Investment	Banking Agreement. The timing of the Toll		
									
Brothers Project was discussed.									
On MOTION by Mr. Almand, seconded by Mr. Bedford, with all in favor, the Board of Supervisors	of		
			
the Lakewood Ranch Stewardship District approved the IBA Supplement	for the NE	Sector -  Phase		
						
lB; the NE Sector- Crosswind Project; and the Northwest	Sector/Lakewood Centre.				

2

FIFTH ORDER OF BUSINESS	Consideration	of	Bid   Award	for		
					and		
	Waterside	PlaceBoulevard				
						
	Waterside Place Park Earthwork	Letter		
	A.	Award		Recommendation			
								
		and Bid Tabulation		of		
	B.	Resolution  2019-02,  Award			
					
		Contract					

Mr.	Engel presented	the recommendation		
and	Waterside	Place	Park	Earthwork	to		
							
$981,633.29.						

to award	the	
Woodruff	&	

contract for Waterside Sons, Inc. for the total

Place

bid

Boulevard amount of

On MOTION by Bedford, seconded by Mr. Almand,	with all in		
			
Lakewood  Ranch  Stewardship  District  approved  Resolution		
Waterside Place Boulevard and Waterside Place Park Earthwork		

favor, the Board of Supervisors	of		
			
2019-02,  awarding  the  contract		
to Woodruff & Sons, Inc.			

the for

SIXTH ORDER

OF

BUSINESS

Consideration	of	Bid	Award   for		
							
WatersideEast/WestTransmission		
Mains		Recommendation	Letter		
A.	Award				
						
	and Bid Tabulation			of		
B.	Resolution  2019-03,  Award			
				
	Contract						

Mr.	Engel  presented	
Transmission Mains to	

the E.T.

recommendation to award MacKenzie of Florida, Inc. for

the	contract  for	Waterside	East/West		
				.		
the	total bid amount of $3,979,364.75			

On MOTION by Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors of		
Lakewood Ranch Stewardship District approved Resolution 2019-03,  awarding the contract for		
Waterside East/West Transmission	Mains to E.T. MacKenzie	of Florida,	Inc.		

the the

SEVENTH ORDER

OF

BUSINESS

Consideration	of Bid Award	for White		
		Lakewood		
Eagle Boulevard, Phase Vat			
Ranch	Recommendation	Letter		
A.  Award				
				
and Bid Tabulation				

Mr.	Engel  presented the recommendation	to	award	
Phase Vat Lakewood Ranch to Woodruff & Sons, Inc.	
which is below the threshold.			

the for

contract the total

for bid

White Eagle Boulevard, amount of $309,533.46,

On MOTION by Bedford, seconded by Mr. Almand,	with all in		
			
Lakewood Ranch Stewardship District approved awarding the		
Phase V at Lakewood Ranch	to Woodruff & Sons, Inc.		

favor, the Board of Supervisors of the contract for White Eagle Boulevard,

EIGHTH

ORDER

OF

BUSINESS

Financial Matters

3

Draw Requests & Requisitions

Mr. Almand presented for the Board's Consideration:
Requisition

Del Webb -

List for Draw	
SeriesA	2017	

No. 14 for Bond

On MOTION by Mr. Schier, seconded	
District	Stewardship	
the Lakewood Ranch		

by Mr. Bedford, with all in favor, the approved Draw No. 14, Del Webb -

Board

Series

of Supervisors

2017 A Bond.

of

Requisition  List  for  Draw  No.  45  for

Lakewood

Centre

North-

Series 2015 A

On MOTION by Mr. the Lakewood Ranch 2015 A.

Schier, seconded by Stewardship District

Mr. Bedford, with all in favor,	the Board of		
		Centre		
approved Draw No. 45	for Lakewood			

Supervisors of

North - Series

Requisition List for Draw No. 17

Lakewood

Centre South

-  Pre-Funding

On MOTION by Mr. Schier, seconded	
District	Stewardship	
the Lakewood Ranch		

by

Mr. Bedford, with all in approved Requisition No.

favor, the Board of Supervisors		
17	for Lakewood Centre	South.		

of

Requisition List No. 3

Northeast Sector Phase

Series 2018 Bond

lA

On MOTION by Mr. the Lakewood Ranch IA.

Schier, seconded by Stewardship District

Mr. Bedford, with all approved Requisition

in favor, List No.

the Board of Supervisors	of		
			
3 for Northeast Sector Phase		

Requisition List

The Villages of

for Draw No. 33 Lakewood Ranch South

- Series

2016 A

Bond

On MOTION by Mr. Schier, seconded by Mr. Bedford, with		
the  Lakewood  Ranch  Stewardship District  approved  Draw		
Ranch South -  Series	2016 A.		

all in favor, No. 33 for

the The

Board of

Villages

Supervisors of
of Lakewood

NINTH

ORDER

OF

BUSINESS

Compilation Report

There were no comments to the Compilation Report.

TENTH

ORDER

OF BUSINESS

Staff

Reports

Manager's Report - Dr. to tablets over the course

Fishkind asked for the Board's permission to transition from agenda books of the next months.

Attorney's

Report-

No

Report

4

Engineer's Report -

Mr.

Engel

presented

for

the

Board Approval:

Specific Authorization No. 104

Stantec

General District Engineering
(Fiscal Year 2018-2019)

Services

On the

MOTION

Lakewood

by Mr. Ranch

Almand, seconded by Mr. Schier,	with all in favor, the Board		
			
Stewardship District approved Specific Authorization No. 104,		

of Supervisors

Stantec.

of

Specific Authorization No. 105

Stantec

Services Associated with Ranch Stewardship District Waterside Village Signage

Lakewood

On the

MOTION

Lakewood

by Mr. Ranch

Almand, seconded by Mr. Schier, with all in favor, the Board Stewardship District approved Specific Authorization No. 105,

of Supervisors

Stantec.

of

Change  Order No.  59	
Authorization No. 80	
Stantec		
Northeast	Sector	
Intersection Analysis	

Under Specific

Roadway	I		

On MOTION by Mr. Almand,	seconded by Mr.		
			
the  Lakewood  Ranch  Stewardship  District		
Authorization No. 80, Stantec.			

Schier, with allfavor,in approved Change

the Board

Order  No.  59

of Supervisors of

Under	Specific

Change  Order No.  60	Under		
Authorization No. 91				
Stantec		and		
East-West  Force  Main			
			
Main Extension Project			

Specific

Water

On MOTION by Mr. Schier,	seconded		
			
the  Lakewood  Ranch  Stewardship		
Authorization No. 91, Stantec.		

by Mr. District

Bedford, with allfavor,in approved Change

the Board

Order  No.  60

of Supervisors of

Under	Specific

Change  Order

Authorization

No.  61

No. 69

Under

Specific

Stantec				East		
The  Masters  Avenue  Extension			
			
(Players	Drive	to	Bourneside		
Boulevard)						

5

On MOTION by Mr. Almand, seconded	by Mr.		
			
the  Lakewood  Ranch  Stewardship  District		
Authorization No. 69, Stantec.			

Bedford, with all in favor, the Board	
approved  Change  Order  No.	61	

of Supervisors of

Under	Specific

Change  Order  No.  62	Under		
Authorization No. 39			
Stantec			
44	th	Avenue East Phase IV		

Specific

On MOTION by Mr. Almand, seconded by Mr. the Lakewood Ranch Stewardship District Authorization No. 39, Stantec.

Bedford, with all in favor, the Board approved Change Order No. 62

of Supervisors of

Under	Specific

Change Order No. 1

C & M Road Builders,

Inc.

Waterside Neighborhood 8 Scope changes including the addition Phase 2 and revisions/updates to Phase

of 1

Mr. Engel confirmed details.

On MOTION by Mr. the Lakewood Ranch

that the change order is within the scope of the budget. Mr.  Simons provided		
Bedford, seconded by Mr. Schier, with all in favor, the Board of Supervisors	of		
			
Stewardship District approved Change Order No. 1, C & M Road Builders,	Inc.			

Change Order No. 1

Woodruff

Villages

& Sons, Inc.	
of	LakewoodRanch	

Lakewood  Ranch  Blvd  -  (Fruitville-S.

Vlgs)

Direct Material Purchases

On the

MOTION

Lakewood

by Mr. Ranch

Schier, seconded by Mr. Bedford, with all in favor, the Board of Supervisors		
Stewardship District approved Change Order No.	1,	Woodrnff	& Sons, Inc.		

of

Mr. Simons presented for the Board's approval:

Work Authorization					
DMK Associates					
School Avenue			Land		
Roadway Planning, Engineering,			
			
Surveying,	Utility	and	Permitting		
Services						

Mr.

Bedford

provided

details.

On the

MOTION

Lakewood

by Mr. Ranch

Schier, seconded by Mr. Bedford, with all in favor, the Board of Supervisors		
Stewardship District approved Work Authorization,	DMK Associates.		

of

ELEVENTH ORDER OF BUSINESS

Supervisor

Requests

6

There were no Supervisor requests. TWELFTH ORDER OF BUSINESS

Audience

Comments

There were no audience comments. THIRTEENTH ORDER OF BUSINESS

Adjournment

Mr.

Chiofalo asked for a motion to

adjourn

the meeting.

On MOTION by Mr. of Lakewood Ranch

Bedford, seconded by Mr.	Almand,	with all		
				
Stewardship District moved to adjourn the		

in favor, October

the 12,

Board of Supervisors 2018 meeting.

Secretary/

Assistant

Secretary

Chairperson/Vice-Chairperson

7

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Matters Relative to the Northeast Sector - Phase 1 B Project

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Updated Engineer'sReport (provided under separate cover)

LAKEWOOD RANCH

STEWARDSHIP DISTRICT

Supplemental Assessment Methodology Report

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2019-04

							RESOLUTION 2019-04											
A  RESOLUTION  OF  LAKEWOOD  RANCH  STEWARDSHIP  DISTRICT			
SUPPLEMENTING  ITS  RESOLUTION	2005-16	BY	AUTHORIZING  THE			
																
ISSUANCE	OF	AND		AWARD ING	THE	SALE	OF	NOT	EXCEEDING			
$37,000,000		PRINCIPAL	AMOUNT		OF		LAKEWOOD		RANCH			
																		
STEW ARD SHIP  DISTRICT  SPECIAL		ASSESSMENT  REVENUE	BONDS,			
																	
SERIES  2018  (NORTHEAST  SECTOR	PROJECT	-	PHASE	lB)	FOR  THE			
																
PURPOSES  DESCRIBED  HEREIN;  DETERMINING  THE  NEED  FOR  A			
NEGOTIATED  SALE  OF  SUCH	BONDS	AND	DELEGATING  TO  THE			
CHAIRMAN OR VICE CHAIRMAN OF THE BOARD OF SUPERVISORS OF			
THE  DISTRICT  SUBJECT  TO  COMPLIANCE  WITH  THE  APPLICABLE			
PROVISIONSTHE	HEREOF,	AUTHORITY	TO AWARD THE SALE OF SUCH			
																	
BONDS  TO  MBS  CAPITAL  MARKETS,	LLC	BY	EXECUTING	AND			
DELIVERING		TO	SUCH	UNDERWRITER		A	BOND	PURCHASE			
CONTRACT;  APPROVING  THE  FORM  OF	AND	AUTHORIZING	THE			
							
EXECUTION OF	THE NINETEENTH	SUPPLEMENTAL TRUST INDENTURE			
																			
AND	APPOINTING		AND	APPROVING		U.S.	BANK	NATIONAL			
ASSOCIATION,	AS	THE  TRUSTEE,	BOND	REGISTRAR  AND	PAYING			
AGENT THEREUNDER; MAKING CERTAIN FINDINGS; APPROVING THE			
FORM	OF		SAID		BONDS;		APPROVING	THE	FORM	OF	AND			
AUTHORIZING  THE  DISTRIBUTION	OF	THE  PRELIMINARY  LIMITED			
																
OFFERING	MEMORANDUM;		APPROVING	THE   EXECUTION	AND			
									
DELIVERY	OF	A		FINAL		LIMITED		OFFERING	MEMORANDUM;			
																					
APPROVING THE FORM OF	AND	THE EXECUTION AND DELIVERY OF A			
BOND	PURCHASE CONTRACT;	AUTHORIZING CERTAIN OFFICIALS OF			
																						
LAKEWOOD RANCH STEWARDSHIP	DISTRICT	AND OTHERS TO TAKE			
																
ALL ACTIONS REQUIRED IN CONNECTION	WITH THE ISSUANCE, SALE			
													
AND DELIVERY OF SAID BONDS	INCLUDING THE EXECUTION OF THE			
																			
CONTINUING	DISCLOSURE		AGREEMENT;	PROVIDING		CERTAIN			
OTHER DETAILS WITH RESPECT	TO SAID BONDS; AND PROVIDING	AN			

EFFECTIVE DATE.																										
WHEREAS,	Lakewood	Ranch Stewardship District (the "District") is	authorized by	the		
Lakewood Ranch Stewardship	District Act,		Chapter 2005-338, Laws of Florida, as amended	by		
						
Chapter 2009-263 and	Chapter	2018-178, Laws of Florida (collectively the	"Act") to issue its bonds		
for the purpose of acquiring and	constructing public improvements and	community	facilities all		

as

provided

in

the Act; and

WHEREAS, the District is authorized by the Act to make payments of principal,	interest,		
			
and premium, if any, with respect to such bonds by levying and collecting	special assessments		
				
on property located within the District and benefited by the assessable improvements	financed		
with certain proceeds of the Bonds (hereinafter defined); and				

26698/011/01403232.DOCXv3

WHEREAS,  the  District  pursuant	to  its  Resolution  2005-16  (the  "First  Resolution")		
			
authorized  the  issuance  of  its  not  exceeding  $4,000,000,000  principal  amount  of  its  special		
assessment revenue bonds (the "Bonds") in	separate series for the purposes set forth in said First		

Resolution;

and

WHEREAS,	the District now desires to authorize the issuance of and award the	sale of its		
Special Assessment	Revenue  Bonds,  Series  2018  (Northeast  Sector Project -	Phase	1B)	in  a		
principal amount not exceeding  $37,000,000  (collectively,  the  "2018 Bonds"),	to  approve	the		
				
Supplemental Indenture (hereinafter defined) and to provide for various other matters relating		

to

the

issuance

of

the

2018 Bonds;

and

WHEREAS,

this Resolution is

supplemental

to

the

First Resolution;

and

NOW, LAKEWOOD

THEREFORE, BE  IT RESOLVED	BY  THE  BOARD		
				
RANCH STEWARDSHIP DISTRICT,	as follows:		

OF

SUPERVISORS

OF

SECTION

1.

Definitions.

All

words

and

phrases

used

herein

in

capitalized form,

unless

otherwise defined herein,

shall

have

the

meaning

ascribed to

them

in

the

Indenture

(hereinafter

defined).

SECTION

2.

Authorization.

There is

hereby

authorized

to

be

issued

not

exceeding

$37,000,000

principal

amount

of 2018 Bonds.

The

2018

Bonds

shall

be

issued

under

and

secured

by

the  Master

Trust  Indenture

dated

as  of September  1,  2005  (the  "Master  Indenture"),  as

supplemented

by

that

certain

Nineteenth

Supplemental

Trust

Indenture

dated

as of December 1,

2018

or

such

other

date

as  is

mutually

agreeable  to

the

District

and

the

Underwriter

(the

"Supplemental Indenture"),

both

by

and

between

the District and U.S.

Bank

National

Association,

as trustee,  (the "Trustee")  (the Master

Indenture

and

the

Supplemental Indenture

referred to

collectively as

the

"Indenture").

By this

reference

the Indenture

is

incorporated

in

this Resolution

as if set forth

in

full herein. The proceedstheof

2018

Bonds

shall

be

used

for

the

purposes

set

forth

in

the

Supplemental

Indenture

and

the

Bond

Purchase

Contract (hereinafter defined).

SECTION

3.

Approval

of

Supplemental Indenture

and Authorization

of

Execution and

Delivery Thereof.

The

Supplemental Indenture

is

hereby

approved

in

substantially

the

form

set

forth

as

part

of Exhibit A

hereto

and

the

Chairman

or

the

Vice

Chairman

of

the

Board

are

hereby

authorized

and

directed to

execute

and

deliver

such

Indenture

on

behalf

of

and

in

the

name

of

the

District and

the

Secretary

or

any

Assistant Secretary

of

the

Board

is

hereby

authorized

to attest

such

execution,

with

such

additions

and

deletions

therein

as

may

be

made

and

approved

by

the

Chairman or the Vice Chairman executing the same, such execution such approval. The Trustee is hereby approved to serve as Trustee,

to be conclusive Bond Registrar

evidence of and Paying

Agent

under

such

Indenture.

SECTION 4. Negotiated Sale.	The Board hereby	determines that a negotiated sale of the		
2018 Bonds to the Underwriter is in	the	best interests of the District because of prevailing	market		
				the		
conditions,  because  delays  caused	by	soliciting competitive bids  could  adversely  affect			
District's ability to issue and deliver	the 2018 Bonds at	presently favorable interest rates,	and		
26698/0ll/01403232.DOCXv3								

2

because

the

nature

of

the

security for

the

2018 Bonds

and

the

sources

of

payment

of

debt

service

on

the

2018 Bonds requires

the

participation

of

an underwriter

in

structuring

the

2018

Bond

issue.

SECTION

5.

Bond Purchase Contract Approved.

The

Board

hereby

approves

the

Bond

Purchase

Contract  (the  "Contract")

submitted

by

the

Underwriter

in

substantially

the

form

attached

as Exhibit B hereto.

The

Chairman or

Vice

Chairman

of

the

Board is

hereby

authorized

to  execute

the

Contract

and

to  deliver

the

Contract to

the

Underwriter

with

such

changes,

amendments,

modifications,  omissions and

additions

as

may

be

approved

by

the

executing

Chairman

or

Vice

Chairman;

provided,

however,

that

(i)

the

principal

amount

of

the

2018 Bonds

shall

not

exceed $37,000,000,

(ii)

the

net

interest cost

shall

not

exceed

the

maximum

allowable

by

Florida law,

(iii)

the

2018 Bonds

shall

be

subject to

optional

redemption

no

later

than

May

1, 2033,

shall

have

a

maturity

date

no

later

than

May

1,

2050,

and

shall

have

a

redemption

price

not

greater

than

100%,  and  (iv)

the

underwriter's

discount

shall

not

exceed

two

percent (2.00%)  of

the

principal

amount

of the 2018 Bonds.

Execution

by

the

Chairman

or Vice

Chairman

of

the

Contract

shall

be

deemed

to

be

conclusive evidence

of

approval

of such

changes.

SECTION

6.

Preliminary  Limited  Offering  Memorandum  and  Limited  Offering

Memorandum.

The

District

hereby

approves

the

form

of

the

Preliminary Limited Offering

Memorandum

submitted

to this

meeting

and

attached

hereto as Exhibit C

and

authorizes its

distribution

and

use

in

connection

with

the

limited

offering for the sale

of

the

2018 Bonds.

If

between

the

date

hereof

and

the

mailing

of

the

Preliminary

Limited

Offering

Memorandum

it

is

necessary

to

make

insertions, modifications and changes to the Preliminary Limited Offering

Memorandum,

the

Chairman or

Vice

Chairman

is

hereby

authorized

to

approve

such

insertions,

changes and modifications,

and,

the

Chairman

or

Vice

Chairman

is

hereby

authorized

to deem

the

Preliminary

Limited Offering

Memorandum

"final"

within

the

meaning

of Rule

15c2-12 of

the

Securities

and

Exchange Commission

(the "Rule")

under

the

Securities

Exchange Act

of 1934,

in

the

form

as

mailed. The

preparation

of a final

Limited

Offering

Memorandum

is

hereby

approved

and

the

Chairman

or

Vice

Chairman

is

hereby

authorized

to

execute

such

final Limited Offering

Memorandum

to

be

dated

the

date

of

the

award

of

the

2018 Bonds

and,

upon

such

award,

to

deliver the same to the Underwriter for use by it in connection with the sale and distribution	of		
			
the 2018 Bonds. The Limited Offering Memorandum shall	be substantially in the form of the final		
Preliminary Limited Offering Memorandum, with such	changes as shall be approved by the		
Chairman or Vice Chairman as necessary to conform to the details of the 2018 Bonds and such		
other insertions,  modifications  and changes  as  may be	approved by the  Chairman or	Vice		
Chairman. The execution and delivery of the Limited Offering Memorandum by the Chairman		
shall constitute evidence of the approval thereof.  The District hereby authorizes the use of the		
Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and the		
information contained therein in connection with the offering and sale of the 2018 Bonds.				
SECTION 7. Form of Bonds.  The 2018 Bonds shall be	in substantially the form as	set		
forth in the exhibit to	the Supplemental Indenture, with such	additions,  deletions and	other		
changes  thereto  as  the	officials  of the  Board executing	the  2018 Bonds  shall approve,	such		
approval to be conclusively evidenced by the execution of	the 2018 Bonds (by manual or facsimile		
26698/0ll/01403232.DOCXv3						

3

signature) by such the District seal on

officials. the 2018

The Board hereby Bonds.

authorizes

and

approves

the

use

of

a facsimile

of

SECTION

8.

Continuing Disclosure Agreement.

The form

and

content

of

the

Continuing

Disclosure  Agreement	(the  "Continuing	Disclosure  Agreement")	relating		
			or Vice		
attached hereto  as Exhibit	D  is hereby	approved.  The Chairman			

to the 2018 Bonds Chairman and the

Secretary

or

any

Assistant Secretary

are

hereby

authorized

to

execute

on

behalf

of

the

District

the

Continuing	Disclosure Agreement in substantially the form	attached hereto,	with such additions,	
deletions, and other changes as may be necessitated by	applicable law, the Resolution and the	
Contract as	such officers may approve (such approval	to	be conclusively	evidenced by their	

execution of the

Continuing

Disclosure Agreement).

SECTION 9.	Application of 2018 Bond Proceeds.		
applied as provided in the Supplemental	Indenture.		

Proceeds

of

the

2018 Bonds,

shall

be

SECTION 10. Open Meetings.  It is hereby found and determined that all official acts of		
this Board concerning and relating to the issuance, sale, and delivery of the 2018 Bonds, including		
but not limited to adoption of	this Resolution, were taken in open meetings of the members of the		
Board and all deliberations of	the members of the Board that resulted in such official acts were in		
meetings open to the public, in compliance with all legal requirements including, but not limited		
to, the requirement of Florida	Statutes, Section 286.011.		

Secretary

SECTION 11. Other Actions.	The Chairman, the	Vice Chairman, the Secretary and	any		
		& Associates, Inc., as the District Manager	and		
Assistant	of the	District and Fishkind				
							
Fishkind & Associates, Inc. as District Financial Consultant, and any authorized	designee thereof		
(collectively,Officers"),the"District			Bryant Miller Olive P.A., as Bond Counsel,	Hopping Green		
								
								Consulting Services, Inc., as District		
& Sams P.A., as General Counsel to	the District,	and Stantec			
					or  desirable	in		
Engineer,  are	hereby	authorized  and  directed  to  take  all  actions  necessary				
connection with the	issuance  and	delivery  of	the  2018 Bonds  and	the  consummation of all		
transactions in connection	therewith. The District Officers	are hereby	authorized and directed	to		

									and  agreements  and	the		
execute  all necessary  or	desirable	certificates,	documents,  papers,				
									
					to in or contemplated by the Indenture,		
undertaking and fulfillment	of all transactions referred			
										
								this  Resolution  and	the		
the  Contract,	the  Preliminary  Limited  Offering  Memorandum,				
Continuing Disclosure Agreement.												

SECTION 12. Approval of Prior Actions.	All actions taken to date by the members	
Board and the officers, agents, and employees of	the District in furtherance of the issuance	
Bonds are hereby approved, confirmed and ratified.	

of of

the the

SECTION 13. Inconsistent Resolutions and Motions.

All

prior

resolutions

of

the

Board

inconsistent

with

the

provisions

of

this  Resolution  are

hereby

modified,

supplemented

and

amended

to  conform

with

the

provisions

herein

contained  and,  except  as  so  modified,

supplemented

and

amended

hereby,

shall

remain

in

full force

and

effect.

26698/011/01403232.DOCXv3

4

SECTION

14.

Engineer's

Report.	The  Board

hereby

approves

of  changes  to

the

Engineer's Report previously approved by the Board and also authorizes further supplements to the Master Engineer's Report for Northeast Sector with respect to

revisions and the marketing

and

sale of the 2018 Bonds.

SECTION  15.  Assessment  Methodology  Report.	The  Board  authorizes

further

modifications

and

supplements

to

the

Master

Assessment

Methodology

Report

Lakewood Ranch

Stewardship

District

Northeast

Sector

previously

approved

by

the

Board

to

conform

such

report

to

the

marketing

and

sale

of

the

2018 Bonds.

SECTION

16.

Severability.

If

any

section,

paragraph,

clause

or

prov1S1on  of  this

Resolution  shall be  held  to	be  invalid  or  ineffective  for  any  reason,  the	remainder  of  this		
Resolution shall continue in	full force and effect, it being expressly hereby found	and declared		
that  the  remainder  of  this  Resolution  would  have  been  adopted  despite	the	invalidity	or		
					
ineffectiveness of such section, paragraph, clause or provision.					

[Remainder

of

page

intentionally left blank]

26698/011/01403232.DOCXv3

5

SECTION 17. Effective Date. its adoption.

This Resolution

shall

become

effective

immediately

upon

ADOPTED

this

2nd

day

of

November,

2018.

LAKEWOOD

RANCH

STEWARDSHIP DISTRICT

[SEAL]

By:

______________

_

Chairman,

Board

of

Supervisors

ATTEST:

By:

____________

_

Secretary

26698/0ll/01403232.DOCXv3

6

EXHIBIT A

FORM OF

NINETEENTH

SUPPLEMENTAL INDENTURE

EXHIBITB

FORM

OF

BOND

PURCHASE CONTRACT

EXHIBIT C

FORM

OF PRELIMINARY LIMITED

OFFERING

MEMORANDUM

EXHIBIT D

FORM

OF

CONTINUING

DISCLOSURE AGREEMENT

BMODRAFT#2 10/24/18

NINETEENTH

SUPPLEMENTAL

TRUST

INDENTURE

BETWEEN

LAKEWOOD

RANCH

STEWARDSHIP

DISTRICT

AND

U.S.

BANK NATIONAL

ASSOCIATION,

AS TRUSTEE

Dated

as

of

December

1, 2018

securing

$~___

]

Lakewood

Ranch

Stewardship

District

Special Assessment Revenue Bonds, Series

(Northeast Sector Project- Phase lB)

2018

TABLE OF

CONTENTS

This Table of Contents is incorporated herein for ease of reference deemed a part of the Nineteenth Supplemental Trust Indenture.

only

and

shall

not

be

ARTICLE

I

DEFINITIONS

...........................................................................................................................	3		

Section

101.

Definitions

........................................................................................................... 3

ARTICLE

II

AUTHORIZATION,

ISSUANCE

AND

PROVISIONS

OF

THE

2018

BONDS

......................... 10

Section

201.

Authorization

of

2018

Bonds

..........................................................................

10

Section

202.

Terms

of

2018

Bonds

........................................................................................

11

Section

203.

Dating;

Interest

Accrual	12

Section

204.

Denomination

................................................................................................... 12

Section 205.	Paying Agent .....................................................................................................					
Section 206.	Bond Registrar ..................................................................................................					
Section 207.	Conditions Precedent to Issuance of the 2018	Bonds ................................		
Section 208.	Continuing Disclosure	....................................................................................		
					
ARTICLE III REDEMPTION OF 2018 BONDS	.........................................................................................				
Section 301.	2018 Bonds Subject	to Redemption and Purchase .....................................		

12 12 12 13 14 14

ARTICLE

IV

DEPOSIT

OF

2018

BOND

PROCEEDS

AND

APPLICATION

THEREOF;

Section

Section

Section

ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF .............................		
401.	Establishment of Accounts .............................................................................			
402.	Use	of 2018 Bond Proceeds .............................................................................			
403.	2018	Acquisition and Construction	Account.. .............................................		

14 14 14 15

Section

404.

2018 Costs

of

Issuance

Account

.....................................................................

15

Section

Section

Section

405. 406. 407.

2018	Reserve Account ......................................................................................				
Application of Prepayment Principal..	.........................................................		
			
Tax	Covenants and Rebate Accounts	...........................................................		

16 17 17

Section

408.

Establishment of 2018 Revenue Account in Revenue Fund;

Application of Revenues and Investment Earnings	17

ARTICLE V

COVENANTS

AND

DESIGNATIONS

OF

THE

DISTRICT

....................................................

20

Section

501.

Provision

Relating

to

Bankruptcy

or

Insolvency

of

Landowner

............. 20

Section

Section

502. 503.

Collection of Series 2018 Assessments	21

No Parity Bonds; Limitation on Additional Bonds	22

i

Section

504.

Covenant With Regard to Enforcement and Collection of

Delinquent Assessments	22

ARTICLE

VI

MISCELLANEOUS

PROVISIONS

........................................................................................

22

Section

601.

Additional

Events

of

Default

and

Remedies

..............................................

22

Section

602.

Foreclosure

of

Assessment

Lien

....................................................................

23

Section 603.

Section 604.

Section 605.

Section 606.

Interpretation of Nineteenth Supplemental Indenture	24

Amendments	24

Counterparts	24

Appendices and Exhibits	24

Section 607.

Section 608.

Payment Dates ..................................................................................................			
No Rights Conferred on Others	.....................................................................		

24 24

Section

609.

Use

of

2018

Acquisition

and

Construction

Account

Moneys

and

	Other Trust Funds............................................................................................			
Section 610.	Bond Year...........................................................................................................			
ARTICLE VII THE TRUSTEE; THE PAYING AGENT AND BOND REGISTRAR	.....................................		

24 24 25

Section

Section

Section

701. 702. 703.

Acceptance of Trust..........................................................................................			
Trustee's Duties ................................................................................................			
Brokerage Confirmations	...............................................................................		

25 25 25

Section 704.

Section 705.

Assignment of District's Rights under Collateral Assignment
Agreement.	25

Patriot Act Requirements of Trustee	25

Exhibit"A"

Exhibit "B"

Description of Northeast Sector Project and Northeast Sector	Project -		
			
Form of 2018 Bonds			

Phase

1B

ii

NINETEENTH SUPPLEMENTAL TRUST INDENTURE				
THIS  NINETEENTH  SUPPLEMENTAL  TRUST  INDENTURE  (the	"Nineteenth		
Supplemental  Indenture")  dated  as  of  December  1,  2018,  between  LAKEWOOD  RANCH		
STEW ARD SHIP DISTRICT, (the "District") and U.S. BANK NATIONAL ASSOCIATION,		
trustee (the "Trustee"), a national banking association	authorized to accept and execute trusts of		
the character herein set out within the	State of Florida.							
WHEREAS,  the  District  has	entered  into	a  Master  Trust	Indenture	dated  as  of		
September 1, 2005 (the "Master Indenture") (herein together with this	Nineteenth	Supplemental		
					
Trust Indenture,  collectively  referred	to  as  the  "Indenture")	with the  Trustee  to  secure  the		
issuance of its Lakewood Ranch Stewardship District Special	Assessment Revenue	Bonds (the		
				
"Bonds"), issuable in one or more Series from time to time; and						

	WHEREAS, pursuant to Resolution No. 2005-16 adopted		
District on August 23, 2005 (the "Bond Resolution"),	the District		
				
not	exceeding $4,000,000,000 of its Bonds and authorized	the		
				
Master Indenture to secure the issuance of the Bonds; and			

by the Governing Body of the has authorized the issuance of execution and delivery of the

WHEREAS,

the

Bonds

were

validated

by

the  Circuit

Court

of

the

Twelfth  Judicial

Circuit  of	the  State  of  Florida	in  and  for  Manatee	County,  Florida  in  a	
Validating	Bonds  rendered  on	December  20,  2005,	and	the	appeal period	
judgment has expired with no appeal being taken; and					

Final	Judgment	
from	such  final	

WHEREAS,

the

Governing

Body

of

the

District

has

duly

adopted

resolutions, defining

assessable

property

to

be

benefitted

by

the

Northeast

Sector  Project  (hereinafter  defined),

defining

the

portion

of

the

Cost

of

the

Northeast

Sector

Project

with

respect to

which

Series 2018

Assessments (hereinafter defined)

will

be imposed

and

the

manner

in

which

such

Series 2018

Assessments  shall

be

levied  against

such

benefited

property

within

the

District,  and

the

Governing

Body

of

the

District has

duly

adopted

a resolution to fix

and

establish

the

Series 2018

Assessments

and

the

benefited

property

(the

II

Assessment Resolution");

and

WHEREAS,	pursuant to the Bond Resolution, as supplemented by Resolution No. 2019-		
04  adopted  by  the	Governing  Body  of  the  District  on  November  2,  2018,  the	District has		
authorizedsale	the issuance,	and delivery of its$[_____.]  Lakewood Ranch	Stewardship		
District Special Assessment Revenue	Bonds, Series 2018 (Northeast Sector Project -  Phase 1B)		
						
(the  "2018	Bonds")	as  a	Series  of  Bonds  under  the  Master  Indenture  and  authorized  the		
execution and delivery of this Nineteenth Supplemental Indenture to secure the issuance	of the		
			
2018 Bonds for the principal purpose of acquiring and constructing the Northeast	Sector Project		

-Phase

1B;

and

of the Phase

WHEREAS, the District will apply the proceeds of the 2018 Bonds	to: (i) finance the Cost		
acquisition,  construction,	installation	and	equipping	of the  Northeast Sector Project -		
						Bond		
1B;  (ii)  [pay  down  the	revolving	line	of  credit	secured  by	the  District's			

Anticipation Note,

Series

2017

(Northeast

Sector Project) (the "2017 Note"); (iii)]

pay

certain

1

costs associated with 2018 Bonds on [May and

the issuance of the 2018 1, 2019 and November

Bonds; (iv) pay the interest to become due on the 1, 2019]; and (v) fund the 2018 Reserve Account;

WHEREAS,  the  execution  and  delivery  of  the  2018  Bonds  and  of  this  Nineteenth	
Supplemental Trust Indenture have been	duly authorized by the Governing Body	of the District	
and  all  things  necessary  to  make  the	2018  Bonds,  when  executed  by  the	District  and	
authenticated by the Trustee, valid and binding legal obligations of the District and to make this	

Nineteenth

Supplemental

Indenture

a  valid

and

binding

agreement

and,

together

with

the

Master

Indenture,

a

valid

and

binding lien

on

the

2018

Trust

Estate

(as hereinafter defined)

have

been

done.

NOW

THEREFORE, KNOW ALL MEN

BY

THESE PRESENTS, THIS NINETEENTH

SUPPLEMENTAL TRUST INDENTURE WITNESSETH:

That the

District,

in

consideration of the premises,

the

acceptance

by

the

Trustee

of

the

trusts

hereby

created,

the

mutual

covenants herein contained, the

purchase

and

acceptance

of

the

2018  Bonds

by

the

purchaser

or

purchasers

thereof,

and

other

good

and

valuable

consideration,

receipt

of

which

is

hereby

acknowledged,

and

in

order

to

further

secure

the

payment

of the principal

and

Redemption

Price (as

defined

in

the Master Indenture) of,

and

interest

on,

all 2018

Bonds

Outstanding

(as

defined

in

the

Master

Indenture)

from

time to time,

according to

their

tenor

and

effect,

and

such

other

payments

required

to

be

made

under

the

Master

Indenture

or

hereunder,

and

to

further

secure

the

observance

and

performance

by

the

District of all the covenants,

expressed

or

implied

in

the

Master

Indenture,

in

this Nineteenth

Supplemental

Indenture

and2018thein

Bonds:

(a)

has

executed

and

delivered

this Nineteenth

Supplemental

Indenture

and

(b) does hereby,

in

confirmation

of

the

Master

Indenture,

grant,

bargain,

sell, convey, transfer, assign

and

pledge

unto

the Trustee,

and

unto

its successors

in

interest

the

trusts

under

the

Master

Indenture,

and

to

them

and

their successors

and

assigns

forever,  all right,  title

and

interest

of

the

District, in, to

and

under,

subject to the terms

and

conditions

of

the

Master

Indenture

and

the

provisions

of the

Master

Indenture

pertaining

to the

application

thereof

for

or to

the

purposes

and

on

the

terms

set

forth

in

the

Master

Indenture,

the

revenues

derived

by

the

District from

the Series 2018

Assessments

levied

and

imposed

pursuant

to

the

Assessment

Resolution  as  the

same

may

be

amended

from

time

to

time  (the  "2018

Pledged Revenues") and the Funds and Accounts (except for the 2018 Rebate Account	and the		
				
2018 Costs	of Issuance Account)  established	hereby (the "2018 Pledged Funds") which	shall		
						
comprise a	part of the Trust Estate securing only the 2018 Bonds, (the "2018 Trust Estate");			

TO bargained, the Trustee

HAVE AND TO HOLD all the same by		
sold, conveyed, transferred, assigned	and		
			
and its successors in trust and to it and its		

the Master Indenture pledged, or agreed or assigns forever;

and hereby granted, intended so to be, to

IN

TRUST

NEVERTHELESS,

except

as

in

each

such

case

may

otherwise

be

provided

in

the

Master

Indenture

or

hereby, for

the

equal

and

proportionate

benefit,

security

and

protection

of all

and

singular

the

present

and

future

Owners

of

the

2018 Bonds

issued

or

to

be

issued

2

under and	secured by this Nineteenth Supplemental Indenture,	without preference, priority	
distinction as to lien or otherwise, of any 2018 Bond over	any	other 2018 Bond by reason	
priority in	their issue, sale or execution;			

or of

PROVIDED HOWEVER,	that if		
				
duly pay, or cause to be paid, or make		
Redemption Price of the 2018 Bonds	or		

the due any

District, its provision 2018 Bond

successors or	assigns,	shall well		
for  the payment of the	principal		
secured and	Outstanding	under		

and and this

Nineteenth

Supplemental

Indenture

and

the

interest

due

or

to become

due

thereon, at the times

and in the manner mentioned in the 2018 according to the true intent and meaning

Bonds and this Nineteenth	Supplemental Indenture,		
thereof, and shall well and	truly keep,	perform	and		

observe

all

the

covenants

and

conditions

pursuant

to

the

terms

of

the Master

Indenture

and

this

Nineteenth

Supplemental

Indenture

to

be

kept,

performed

and

observed

by

it,

and

shall

pay

or

cause

to

be

paid

to

the

Trustee

all

sums

of

money due

or

to

become

due

to

it

in

accordance

with

the

terms

and

provisions

of

the

Master

Indenture

and

this

Nineteenth

Supplemental

Indenture,

then upon such final payments,	this		
			
granted  shall  cease	and	terminate,		

Nineteenth Supplemental Indenture	and	the rights hereby	
with  respect  to  all  2018  Bonds  or	any	2018  Bond  of  a	

particular

maturity,

otherwise this

Nineteenth

Supplemental

Indenture

shall

remain

in

full force

and

effect;

THIS NINETEENTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH,

and

it

is expressly declared,

that

all 2018 Bonds

issued and

secured

hereunder

are to

be

issued,

authenticated

and

delivered

and

all

of

the

rights

and

property

pledged

to

the

payment thereof

are  to  be	dealt  with  and  disposed	of  under,  upon	and  subject  to	the	terms,  conditions,		
stipulations,  covenants,  agreements,	trusts,	uses  and	purposes  as	in	the	Master	Indenture		
				Supplemental Indenture),		
(except as	amended  directly or by implication by this  Nineteenth			
including	this Nineteenth Supplemental Indenture, expressed, and the District has agreed	and		
				
covenanted,  and does hereby agree	and covenant,  with the Trustee and with the	respective		
Owners, from time to time, of the 2018 Bonds,	as follows:							

ARTICLE

I

	DEFINITIONS									
Section 101.	Definitions.  All terms used herein	that are defined in	the recitals hereto		
are used with the same meaning herein unless the context clearly requires otherwise.  All terms		
used herein that are defined in the Master Indenture are	used	with the same meaning	herein		
							
(including the use of such terms in the recitals hereto and	the granting clauses hereof) unless (i)		
expressly given a different meaning herein or (ii)  the	context	clearly requires otherwise.	In		
					
			used herein	shall		
addition, unless the context clearly requires otherwise,	the following terms				

have the following meanings:									

	"2018 Investment Obligations"	shall mean and include	any of the		
					
in	addition to Investment Obligations as defined in the Master	Indenture,		
				
the same are at the time legal investments for funds of the District:		

following if and to

securities, the extent

3

(A)

Government

Obligations;

(B)	obligations  of any  of the  following  agencies:	Government  National	Mortgage		
					
Association	(including  participation	certificates  issued  by	such	Association);	Fannie  Mae		
								
				Home Loan Banks; Federal		
participation(including	certificates	issued by Fannie Mae); Federal			
					Community	Development		
Farm Credit Banks; Tennessee Valley Authority;  Rural Economic				
	Student  Loan	Marketing		
Administration  (formerly  the  Farmers  Home  Administration);				
Association;	Federal Home Loan Mortgage Corporation;						

and

(C) S&P;

commercial

paper

rated

in

the

two

highest

rating

categories

by

both Moody's

(D)	obligations of any	state of	
constituted	authority	thereof the	interest	
under Section 103 of	the Code and rated	
Moody's and S&P;			

the on in

United States or political subdivision thereof or		
which is	exempt from	federal	income  taxation		
					
one of the	two highest	rating categories by both		

(E)

both

(A)

shares

of a diversified

open-end

management

investment

company (as

defined

in

the

Investment

Company

Act  of  1940)

or

a

regulated

investment

company  (as

defined

in

Section 851(a)

of

the

Code)

that is

a

money

market

fund

that

is

rated

in

the

highest

rating category for

such

funds

by

Moody's

or

S&P,

and

(B)

shares

of

money

market

mutual

funds

that

invest

only

in

Government

Obligations

and

repurchase

agreements

secured

by

such

obligations,

which

funds

are

rated

in

the

two

highest

rating

categories  for

such

funds

by

Moody's

or S&P;

(F)

repurchase

agreements,

which

will

be

collateralized	at

the

onset

of

the

repurchase

agreement

of

at

least

103%

marked

to

market

weekly

by the

Holder

of

the

Collateral

(as

defined below)

with

collateral

with

a

domestic

or

foreign

bank

or

corporation

(other

than

life

or

property

casualty

insurance

company)

the

long-term

debt

of which,  or,

in

the

case  of a

financial

guaranty

insurance

company,

claims

paying

ability,

of

the

guarantor

is

rated

at

least

"AA"

by

S&P

and

"Aa"

by

Moody's

provided

that

the

repurchase

agreement

shall provide

that

if

during

its

term

the

provider's

rating

by

either S&P

or

Moody's

falls

below

"AA-"

or

"Aa3,"

respectively,

the

provider

shall immediately notify

the

District

and

the Trustee

and

the

provider

shall at its option,

within

ten

(10) Business Days

of receipt

of

publication

of

such

downgrade,

either (A)

maintain

Collateral at levels, sufficient to

maintain

an

"AA"

rated

investment

from

S&P

and

an

"Aa"

rated

investment

from Moody's,

or

(B)

repurchase

all collateral

and

terminate

the

repurchase

agreement.	Further,

if

the

provider's

rating

by

either S&P

or

Moody's

falls

below

"A-"  or "A3," respectively,

the

provider

must

immediately

notify

the

District

and

the

Trustee and,

at

the

direction

of

the

District

through

the

Trustee,

within

ten

(10) Business Days,

either

(1)

maintain

collateral at levels sufficient to

maintain

an"

AA"

rated

investment

from

S&P

and

an

"Aa"

rated

investment

from Moody's,

or

(2)

repurchase

all collateral

and

terminate

the

repurchase

agreement

without

penalty.  In

the

event

the

provider

has

not

satisfied

the

above

conditions

within

ten

(10)

Business Days of the

date

such

conditions apply,

then

the

repurchase

agreement

shall

provide

that

the

Trustee

shall

be

entitled to,

and

in

such

event,

the

Trustee

shall

4

withdraw the entire amount invested plus accrued interest within ten (10)	Business	Days.		
				
repurchase agreement entered into pursuant	to this	Nineteenth Supplemental Indenture		
contain the following additional provisions:						

Any shall

Failure to maintain the	requisite collateral	percentage	will		
Trustee to liquidate the collateral as provided	above;			

require

the

District

or

the

The	Holder  of  the	Collateral,	
collateral  or	the	collateral  shall	have	
accordance  with	applicable	state	and	
transferor's books);			

as  hereinafter  defined,  shall	have	
been  transferred  to	the	Holder  of	
federal  laws  (other	than	by	means	

possession	of	
the	Collateral,	
of	entries	on	

the in the

The  repurchase	agreement  shall  state  and  an	oprmon  of  counsel	in	form  and  in		
substance satisfactory to	the District shall be rendered	that	the	Holder of the	Collateral has a		
perfected	first  priority  security  interest  in the  collateral,	any	substituted  collateral  and  all		
proceeds	thereof (in the	case of bearer securities, this means the Holder of the Collateral is in		
possession);									
The repurchase agreement shall be a "repurchase agreement" as defined	in the United		
States Bankruptcy Code	and, if the provider is a domestic bank,	a "qualified financial	contract"		
					
as  defined  in  the  Financial  Institutions  Reform,  Recovery  and  Enforcement	Act  of  1989		
				
("FIRREA") and such bank is subject to FIRREA;								

The	repurchase	transaction  shall	be		
agreement	shall require	the provider	to give		
						
long-term debt rating;					

in the written

form of notice to

a written agreement, and the Trustee of any change

such in its

The District or its involved in the repurchase

designee shall transaction;

represent

that

it

has  no

knowledge  of

any

fraud

The District and the Trustee shall addressed to the District and the Trustee

receive the opinion of counsel (which opinion shall be and shall be in form and substance satisfactory to the

District

and

the

Trustee)

that

such

repurchase

agreement

complies

with

the termsthisof

section

and is legal,

valid,

binding

and

enforceable upon

the

provider

in

accordance

with

its terms;

The

term

of

the

repurchase

agreement

shall

be

no

longer

than

ten

years;

The	interest  with	
frequently	than quarterly;	

respect  to  the

repurchase

transaction  shall

be

payable

no

less

The

repurchase

agreement

shall

provide

that

the

Trustee

may

withdraw

funds

without

penalty

at

any

time,

or

from

time

to time, for

any

purpose

permitted

or

required

under

this

Nineteenth

Supplemental

Indenture;

5

Any  repurchase  agreement  shall  provide  that  a  perfected  security	interest  in	such		
investments is created for the benefit of the Beneficial Owners under the Uniform	Commercial		
Code of Florida, or book-entry procedures prescribed at 31 C.F.R. 306.1 et seq.	or 31	C.F.R.	350.0		
					
et seq. are created for the benefit of the Beneficial Owners; and					

deliveredThe collateral				
acting solely as agent	for,  the		
transferred in compliance	with		

or transferred to the Trustee, or a third-party acceptable to,	and	
Trustee (the "Holder of the	Collateral") shall be delivered	and	
applicable state and federal	laws (other than by means of entries	

on

provider's

books) free

and

clear of

any

third-party

liens

or

claims

pursuant

to

a

custodial

agreement

subject  to

the

prior

written

approval

of

the

Majority  Owners.   The  custodial

agreement shall provide that the Trustee		
the repurchase agreement,	irrespective of		

must have disposition or control over the collateral of an event of default by the provider of such repurchase

agreement.

	If such	
of the	Trustee	
Trustee in its	

investments are held by	a third-party, they shall be held as	agent for the benefit		
as fiduciary for the Beneficial	Owners and not as agent for	the bank	serving	as		
						
			securities		
commercial capacity or	any other party and shall be segregated from			

owned

generally

by

such

third

party

or

bank;

(G)

any

other

investment

approved

in

writing

by

the

Majority

Owners;

(H)

bonds,

notes

and

other

debt

obligations

of

any

corporation

organized

under

the

laws of the United Columbia, if such Moody's and S&P

States, any obligations or in onetheof

state or organized territory of	the United States or the District	of		
				
are	rated in one of the three	highest rating categories	by	both		
	two highest categories by either S&P or Moody's;	and					

(I)	investment  agreements  with  a  bank,  insurance  company  or	other  financial	
institution, or	the subsidiary of a bank, insurance company or other financial	institution if the	
parent  guarantees  the  invesbnent  agreement,  which  bank,  insurance  company,  financial	
institution or	parent has  an unsecured,  uninsured	and unguaranteed  obligation  (or  claims-	
paying ability) rated in the highest short-term rating	category by Moody's or S&P (if the term of	

such

agreement

does

not

exceed 365 days),

or

has

an

unsecured,

uninsured

and

unguaranteed

obligation (or claims paying	ability)		

rated

by

Aa2

or

better

by

Moody's

and

AA

or

better

by

S&P

or

Fitch Ratings,

respectively

(if

the

term

of

such

agreement

is

more

than

365 days)

or

is

the

lead

bank

of a

parent

bank

holding

company

with

an

uninsured,

unsecured

and

unguaranteed

obligation of

the

aforesaid ratings,

provided:

(1)

interest is

paid

on

any

date

interest is

due

on

the

2018 Bonds

(not

more

frequently

than

quarterly)

at

a fixed

rate

(subject to adjustments for yield restrictions

required

by

the Code)

during

the

entire

term

of

the

agreement;

(2)

moneys

invested

thereunder

may

be

withdrawn

without

penalty,

premium,

or

charge

upon

not

more

than

two

(2)

Business Days'

notice

unless

otherwise

specified

in

this

Nineteenth

Supplemental

Indenture;

6

made

(3)	the	same	guaranteed interest rate  will		
to restore the account to its required	amount;		

be

paid

on

any

future

deposits

(4) enforceable

the Trustee receives an obligation of such insurance

opinion of counsel that company, bank, financial

such agreement is an institution or parent;

or

AA-

(5) by

in the	event	
Moody's,	S&P	

of or

a suspension, withdrawal, or downgrade Fitch Ratings, respectively, the provider

below Aa3, AA-shall notify the

Trustee within five (5) Business Days of such downgrade	event		
			
its option, within ten (10) Business Days after notice is given to		
of the following actions:			

and the

the provider shall at Trustee take any one

(i)	collateralize  the	agreement	at  levels,		
						
"AA" rated investment from S&P and an "Aa2"	from		
market approach, or					

sufficient	to  maintain  an	
Moody's	with a market to	

(ii)

assign

the

agreement

to

another

provider,

as

long

as

the

minimum

rating criteria of "AA" rated investment		
with a market to market approach;	or		

from

S&P

and

an

"Aa2"

from

Moody's

(iii)

have

the

agreement

guaranteed

by

a

provider

which

results

in

a

minimum

rating

criteria

of

an

"AA"

rated

investment

from

S&P

or

Fitch

and

an

"Aa2"

from

Moody's

with

a

market

to

market

approach;

or

(iv)

repay

all

amounts

due

and

owing

under

the

agreement.

(6)

In

the

event

the

provider

has

not

satisfied

any

one

of

the

above

conditions

within

three

(3)

Business

Days

of the

date

such

conditions

apply,

then

the

agreement

shall provide that the Trustee shall be entitled to	withdraw	the		
				
plus accrued interest without penalty or premium.				

entire

amount

invested

(J)

the

Local

Government

Surplus

Funds

Trust

Fund

as  described

in

Florida

Statutes, Section 218.405 or the fund is rated at least "AA" by

corresponding S&P (without

provisions of subsequent laws provided regard to gradation) or at least "Aa" by

that such Moody's

(without

regard to gradation);

and

(K)

other

investments

permitted

by

Florida law.

Under  all  circumstances,  the  Trustee  shall	be	entitled	
investment directed by an Authorized Officer of the District is	
and is a legal investment of funds of the District.			

to conclusively permitted under

rely the

that any Indenture

any

"2018 Reserve Account Requirement"	shall mean,	as calculated from time to time, as of		
				
date	of  calculation,  [fifty	percent	(50%)]  of  the	Maximum  Annual  Debt  Service		

Requirement,

which

as

of

the

date

of issuance

of

the

2018

Bonds

is

$______

7

the

"Assessment Interest" shall mean the interest on Series 2018 Assessments	received		
			
District which is pledged to the 2018 Bonds, other than Delinquent Assessment Interest.		

by

"Assessment Principal" shall

mean

the principal

amount

of Series 2018 Assessments

received

by

the

District

which

are

pledged

to

the

2018 Bonds,

other

than

Delinquent

Assessment

Principal and

Prepayment

Principal.

"Assessment Proceedings" shall mean the proceedings of the establishment levy and collection of the Series 2018 Assessments.

District

with

respect to

the

"Beneficial Owner" shall federal income tax purposes.

mean

the

owners

from

time to time of

the

2018 Bonds for

201

"Bond Depository" shall mean the securities hereat which may be the District.

depository

from

time to

time

under

Section

"Bond  Participant"  shall	
institutions	from	time to time for	
depository.			

mean which

those broker-dealers, banks and other the Bond Depository holds 2018 Bonds as

financial securities

"Collateral  Assignment  Agreement"	shall	mean	the		
					
Assumption	of  Development  and	Contract	Rights	Relating	to		

Collateral  Assignment  and

the  Northeast  Sector  Project

between the

District

and

the

Landowner

dated

December

___,

2018.

"Completion  Agreement"  shall

mean

the

agreement

or

agreements  between

the

Landowner

and

the

District

pursuant

to  which,

among  other

matters,

the

Landowner

has

agreed to provide funds	to pay all Costs of the	Northeast Sector Project not	paid for	
District from proceeds of	the 2018 Bonds or prior	or future Bonds issued by the	District.	

by

the

"Continuing  Disclosure

Agreement"

means

the

Continuing

Disclosure

Agreement

executed and delivered in time to time in accordance

connection with the issuance with the terms thereof.

of

the

2018 Bonds and

as

amended

from

"Date mean: either components functions for

of	Completion" with respect to  the Northeast Sector Project -  Phase	1B  shall	
(a)	the  date  upon  which	the	Northeast	Sector  Project  -	Phase  1B	and	all	
thereof	have  been  acquired	or	constructed	and  are  capable	of performing	the	
which	they were intended, as evidenced by	a certificate of the District Engineer	

filed

with

the

Trustee

and

the

District;

or

(b)

the

date

on

which

the

District determines, upon

the

recommendation of or consultation Northeast Sector Project - Phase 1B

with	the  District Engineer,  that it cannot	complete	the		
					
in a	sound and economical manner within	a reasonable		

period

of

time

as

evidenced

by

a

certificate

of

the

District Engineer filed

with

the

Trustee

and

the

District;

provided

that

in

each

case

such

certificate

of

the

District Engineer

shall

set

forth

the

amount

of

all Costs of

such

Northeast

Sector Project -

Phase

1B

which

has

theretofore

been

incurred,

but

which

on

the

Date

of

Completion

is

or

will

be

unpaid

or

unreimbursed.

In

the

8

absence of its not occurred.

receipt

of

such

certifications, the

Trustee

may

assume

the

Date

of

Completion has

"Delinquent Assessment Interest" received by the District which is pledged to the date on which such Assessment Interest

shall mean the interest on Series 2018 the 2018 Bonds and deposited with the has become due and payable.

Assessments

Trustee after

"Delinquent Assessment

Principal"

shall

mean

the

principal

amount

of Series  2018

Assessments

received

by

the

District

which

are

pledged

to

the

2018 Bonds and

deposited

with

the

Trustee

after

the

date

on

which

such

Assessment

Principal

has

become

due

and

payable.

"District Manager"

assigns.

shall

mean

Fishkind

&

Associates,  Inc.,  and  its  successors

and

"DTC" shall mean successors and assigns.

The

Depository

Trust

Company,

New

York,

New

York,

and

its

"Interest Payment Date"

shall

mean

each

May

1

and

November

1,

commencing

[May 1,

2019].

"Landowner" shall mean any successor or assign thereof.

SMR Northeast, LLC,

a

Florida

limited liability

company,

or

which

"Landowner True Up Agreement" shall mean that document or documents pursuant to the Landowner agrees to pay any "debt reduction payments" required pursuant to the

Assessment

Proceedings as

it

pertains

to

the

lands

owned

by

the

Landowner.

"Majority Owners" shall in Outstanding principal amount

mean of the

the Beneficial Owners of

Outstanding 2018 Bonds.

more

than

fifty

percent

(50%)

"Master Acquisition Agreement" shall mean any document, amendments thereto, pursuant to which the Landowner conveys to the

including any and District any portion

all of

the

Northeast

Sector Project.

"Nominee" shall mean the Depository, as determined from

nominee time to

of the Bond Depository, which may be the Bond time pursuant to this Nineteenth Supplemental

Indenture.

Project

"Northeast Sector Project" shall and more particularly described in

mean the Exhibit A

project identified as the hereto.

Northeast

Sector

Project

"Northeast Sector Project

identified as the Northeast

- Phase lB" shall mean the portion of the Northeast Sector Sector Project - Phase 1B and more particularly described in

Exhibit A hereto.

9

"Participating Underwriter"

Disclosure Agreement.

shall

have

the

meaning

ascribed to it

in

the

Continuing

"Prepayment Principal" shall mean the excess amount (identified by the District as such	
in writing to the Trustee) of Assessment Principal received by the District over the Assessment	
Principal  then	due,  but  shall  not  include  Delinquent	Assessment  Principal.	Prepayment	
Principal shall	not include the proceeds of any refunding	bonds.		

"Series  2018  Assessments"  shall	mean  the  non-ad  valorem	
including  the  interest  thereon  designated	as  pledged  to  secure  the	
Assessment Proceedings.		

special assessments 2018 Bonds in the

["Sixteenth Supplemental Indenture"

shall

mean

that certain Sixteenth Supplemental

datedTrust Indenture

as

of

September 1, 2017,

by

and

between

the District and the Trustee to

secure the issuance

of

the 2017 Note.]

All words	and terms importing the	
import the plural	number and vice versa.	

singular

number

shall,

where the

context requires,

ARTICLE

II

AUTHORIZATION,

ISSUANCE

AND

PROVISIONS

OF

THE

2018

BONDS

Section 201.   Authorization

of

2018 Bonds. The 2018 Bonds

are

hereby

authorized

to

be

issued

in

the

aggregate

principal

amount

of

$[

_____

]

for

the

purposes

enumerated

in

the

recitals hereto.

The 2018

Bonds

shall

be

substantially

in

the

form

set

forth

as

Exhibit

"B"

to

this

Nineteenth

Supplemental

Indenture.

Each 2018 Bond

shall

bear

the

designation

"2018-R"

and

numbered

consecutively

from

1

upwards.

The 2018 Bonds shall be initially issued in the form of a separate	single certificated fully		
			
registered 2018 Bond for each maturity	of	2018 Bonds.  Upon initial issuance, the ownership of		
such 2018 Bond shall be	registered in the	registration books	kept by the Bond Registrar in the		
name of Cede	& Co., as	Nominee of The Depository Trust	Company,	New York, New York		
("DTC"),  the	initial  Bond  Depository.	Except  as  provided  in  this	Section  201,  all  of  the		
Outstanding 2018 Bonds shall be registered in the registration books kept by the Bond Registrar		
in the name of	Cede & Co., as Nominee	of DTC.				

With	respect  to  2018  Bonds  registered	in	the  registration  books	
Registrar in	the name of	Cede & Co., as Nominee	of DTC, the District, the	
Registrar and the Paying	Agent shall have no	responsibility or obligation	

kept  by		the	
Trustee,	the	
to any	such	

Bond

Bond

Bond

Participant

or

to

any

Beneficial

Owner.

Without

limiting

the

immediately

preceding

sentence,

the

District,

the

Trustee,

the

Bond Registrar

and

the

Paying

Agent

shall

have

no

responsibility

or

obligation

with

respect to

(i)

the

accuracy

of

the

records of DTC,

Cede

&

Co.

or

any

Bond

Participant

with

respect to

any

ownership

interest

in

the

2018 Bonds,

(ii)

the

delivery to

any

Bond

Participant

or

any

other

person

other

than

an

Owner,

as

shownbooksin

the

registration

kept

by

the

Bond Registrar,

of

any

notice

with

respect to

the

2018 Bonds,

including

any

notice of

10

redemption,

or

(iii)

the

payment

to

any

Bond Participant

or

any

other

person,

other than

an

Owner,

as

shown

in the

registration books

kept

by

the

Bond Registrar, of

any

amount

with

respect to	principal	of, premium, if any, or interest on	the 2018 Bonds.  The District, the Trustee,		
the Bond Registrar	and the Paying Agent may treat	and	consider the person in whose name		
each 2018	Bond is registered in the registration books	kept by the Bond Registrar as the absolute		
owner of	such 2018 Bond for the purpose of payment of principal, premium and interest with		
respect to	such	2018 Bond, for the purpose of giving notices of redemption and other matters		
with respect to	such 2018 Bond, for the purpose of registering transfers	with respect to such		
2018 Bond, and for all other purposes	whatsoever.  The Paying Agent shall pay all principal	of,		
				
premium,	if any, and interest on the	2018 Bonds only to	or upon the order of the respective		
Owners,  as  shown	in the registration books kept by the	Bond Registrar,  or their respective		
attorneys	duly	authorized in writing, as provided herein	and all such payment shall be valid		
and effective to fully satisfy and discharge the District's obligations with	respect to payment	of		
		so		
principal of, premium, if any, and interest on the 2018	Bonds to the extent	of the sum or sums			

paid.

No

person

other than

an

Owner,

as

shown

in

the

registration books

kept

by

the

Bond

Registrar, shall receive

a certificated 2018 Bond

evidencing

the

obligation of the District to

make

payments

of principal,

premium,

if any,

and

interest

pursuant

to

the

provisions hereof.

Upon

delivery

by

DTC to

the

District

of

written

notice to

the

effect that DTC

has

determined

to

substitute a new Nominee in place respect to Record Dates, the words shall refer to such new Nominee of promptly deliver a copy of the same

of Cede & Co.,	and subject to the	provisions therein with		
"Cede & Co."	in this Nineteenth	Supplemental	Indenture		
					
DTC;	and upon receipt of such a notice the District shall		
to the	Trustee, Bond Registrar and	the Paying Agent.		

Upon	receipt by the Trustee or the District of written	notice from DTC:  (i) confirming		
that DTC has	received written notice from the District to the	effect that a continuation of the		
requirement that all of the Outstanding 2018 Bonds be registered in the registration books kept		
by the Bond Registrar in the name of Cede & Co., as Nominee	of DTC, is not	in the best interest		
of the Beneficial Owners of the 2018 Bonds or (ii) to the effect that DTC is unable or unwilling	to		
			
discharge  its  responsibilities  and  no  substitute  Bond  Depository  willing  to  undertake	the		
				
functions of DTC hereunder can be found which is willing and able to undertake such functions		
upon reasonable	and customary terms, the	2018 Bonds shall	no longer be	restricted to being		
registered in the	registration books kept by	the Bond Registrar in the name	of Cede & Co., as		

nominee

of DTC,

but

may

be

registered

in

whatever

name

or

names

the

Beneficial Owners shall

designate,

in

accordance

with

the

provisions hereof.

Term

Section 202. Terms of 2018 Bonds. The 2018 Bonds shall be issued as [__] ([_]) Bonds, which Term Bonds shall bear interest at the fixed interest rate per annum and shall

mature

in the

amounts

and

on

the

dates

set

forth below:

Principal Amount

$

$

Interest Rate % %

Maturity 05/01/20_ 05/01/20_

11

$ $

% %

05/01/20_ 05/01/20_

Section

203.

Dating;  Interest Accrual.

Each  2018  Bond shall

be  dated

the

date

of

delivery thereof.  Each 2018 Bond shall also

bear

its

date

of authentication.  Each 2018 Bond

shall

bear

interest  from

the

Interest

Payment

Date

to

which

interest

has

been

paid

next

preceding

the

date

of its authentication,

unless

the

date

of its authentication:

(i)

is

an

Interest

Payment

Date to

which

interest

on

such

2018

Bond

has

been

paid,

in

which

event

such

2018

Bond

shall

bear

interest

from

its

date

of

authentication;

or

(ii)

is

prior

to

the

first

Interest

Payment

Date

for

the

2018 Bonds,

in

which

event

such

2018

Bond

shall

bear

interest

from

its

date.

Interest

on

the

2018 Bonds

shall

be

due

and

payable

on

each

May

1

and

November

1,

commencing [May 1, 2019],

and

shall

be

computed

on

the

basis of a 360-day yeartwelveof

30-

day

months.

Section	204.   Denomination.	The  2018   Bonds	may	be	issued	in	
Denominations	provided	that  delivery  to  the	initial  Beneficial	Owners	shall	
minimum denominations	of $100,000	or integral	multiples of $5,000thereofin	excess.			

Authorized be in initial

Section 205.

2018 Bonds.

Paying Agent.

The District

appoints

the

Trustee

as

Paying

Agent

for

the

Section	206.	
the 2018 Bonds.		

Bond

Registrar.

The

District

appoints

the

Trustee as Bond Registrar for

Section

207.

Conditions Precedent to  Issuance

of

the  2018 Bonds.

In

addition

to

complying

with

the

requirements

set

forth

in

the

Master

Indenture

in

connection

with

the

issuance

of

the

2018 Bonds,

all

the

2018

Bonds

shall

be

executed

by

the

District for delivery to

the

Trustee

and thereupon

shall

be

authenticated

by

the

Trustee

and

delivered by the Trustee to

the of:

Participating

Underwriter

upon

its

order,

but

only

upon

the

further

receipt

by

the

Trustee

(a)	Certifiedof copies

the

Assessment

Proceedings;

(b)	Executed  copies  of

Indenture;

the

Master

Indenture

and

this

Nineteenth  Supplemental

(c)	A Bond Counsel opinion substantially to	the effect that:	(i)  the Indenture	has	
been  duly	authorized,  executed  and  delivered  by  the	District  and	constitutes	a  valid	and	
binding obligation of the District; (ii) the 2018 Bonds have been duly	authorized,	executed	and	
delivered by the District and are valid and binding special obligations of the District, payable	
solely from the sources provided therefor in the Indenture; and (iii) that the interest on the 2018	
Bonds is excludable from gross income for federal income tax purposes;				

12

( d)

An

opinion

of

Counsel

to

the

District  substantially  to

the

effect

that

(i)

the

District has

been

duly

established

and

validly exists as

a

special

district

under

the

Act,

(ii)

based

on

certificates

of

the  District Engineer

and

the

Landowner

and

an

opinion

of

Landowner's

Counsel,

the

District has

good  right

and

lawful

authority

under

the

Act

to

undertake

the

Northeast

Sector

Project-

Phase

lB

being

financed

with

the

proceeds

of

the

2018 Bonds, subject

to

obtaining

such

licenses,

orders

or

other

authorizations

as are,

at the

date

of

such

opinion,

required to be obtained from any agency or	regulatory body having lawful jurisdiction in order		
to undertake the Northeast Sector Project -	Phase lB, (iii) all proceedings undertaken	by	the		
District with respect to the Series 2018 Assessments have been in accordance with Florida	law		
(iv) the District has taken all action necessary to levy and impose the Series 2018 Assessments,		
and (v) the Series 2018	Assessments are legal, valid and binding liens upon the property	against		
					
which such Series 2018	Assessments are made, coequal with the lien of all state, county,	district		
and municipal taxes, superior in dignity to all other liens, titles and claims, until paid;				

	(e)	A certificate of an	Authorized	
and	delivery of the 2018 Bonds,	the District	
terms and provisions of the Master Indenture	

Officer to the effect that,	upon the authentication	
will not be in default in	the performance	of	the	
or this Nineteenth Supplemental Indenture;			

of

the

(f)	An Engineers'

information	set	forth	

Certificate or in the District

Engineers' Certificates certifying as to the	accuracy		
Engineer's Report regarding the  Northeast	Sector		

Project-

Phase

lB;

no

(g) appeal,

A certified both in respect

copy of the final judgment of the Bonds; and

of validation

together

with a certificate of

(h) Collateral

Executed copies of Assignment Agreement,

the	Master Acquisition Agreement,	Completion		
				
and Landowner True-Up Agreement.		

Agreement,

The Trustee or

opinions referenced have reliance letters

in to

Sections 207(c) and 207(d) shall the Trustee that the Trustee is

either be addressed to the entitled to rely upon such

opinions.			
Payment of the	net proceeds	of the 2018	
constitute conclusive evidence that the foregoing	
the Underwriter of the	2018 Bonds.		

Bonds as set forth in conditions have been

Section 402 hereof shall met to the satisfaction of

will

Section 208.	Continuing Disclosure.  The District hereby covenants and agrees that it	
comply with and carry out all of the provisions of the Continuing Disclosure Agreement.	

Notwithstanding

any

other

provisions

of

the

Indenture,

failure

of

the

District

to

comply

with

the

Continuing

Disclosure

Agreement

shall

not

be

considered

an

Event

of Default;

however,

the

Trustee shall,

at

the

written

request

of

the

Participating

Underwriter or

the

Owners

of

at

least

25%  aggregate

principal

amount

of

Outstanding

2018  Bonds

and

receipt

of

indemnity

satisfactory

to

the

Trustee,

or

any

such

Owner,

may

take

such

actions

as

may

be

necessary

and

appropriate,

including

seeking

mandamus

or

specific

performance

by

court

order,

to

cause

the

District

to

comply

with

its

obligations

under

this Section.

13

ARTICLE

III

REDEMPTION

OF

2018

BONDS

Section

301.

2018

Bonds Subject to Redemption and Purchase.

The

2018

Bonds are

subject to redemption prior to maturity as provided in to this Nineteenth Supplemental Indenture. The 2018

the form thereof set forth Bonds may be purchased

as Exhibit "B" as provided in

the

Master

Indenture.

Notwithstanding  any	other  prov1s10n	
optional redemption may be	conditioned upon	
or events as shall be specified in such notice of	

hereof  or  of  the  Master	Indenture,  notice  of	
the occurrence or non-occurrence of such event	
optional redemption and	may also be subject to	

rescission

by

the

District if expressly

set

forth

in

such

notice.

ARTICLE IV

DEPOSIT

OF

2018

BOND

PROCEEDS AND APPLICATION THEREOF;

ESTABLISHMENT

OF

ACCOUNTS AND OPERATION THEREOF

Section

401.

Establishment of Accounts.

by

the

(a)	There are hereby established

Trustee the following accounts:

within

the

Acquisition

and

Construction

Fund

held

(i)

a

2018

Acquisition

and

Construction Account;

and

(ii)

a

2018

Costs of Issuance Account.

	(b)	There are	
(i) a	2018		Sinking Fund	
Account;	and (iv) a 2018	

hereby established within the Debt Service Fund	held by the Trustee:	
Account; (ii)	a 2018 Interest Account; (iii)  a 2018	Capitalized Interest	
Redemption	Account and therein a 2018 Prepayment Subaccount;	

(c)	There is hereby established within the Reserve Fund	
Reserve Account, which account shall be held for the benefit of all	
distinction as to 2018 Bonds and without privilege or priority of one	

held by the Trustee a 2018 of the 2018 Bonds without 2018 Bond over another;

( d)	There is	
Revenue Account; and	

hereby

established

within

the Revenue

Fund

held

by

the

Trustee a

2018

(e)	There is	
Rebate Account.	

hereby

established

within

the Rebate

Fund

held

by

the

Trustee a

2018

Section 402. $____ (which

Use of 2018	Bond Proceeds.	
is  the  face	amount  of  2018	

The net Bonds,

proceeds of sale of the 2018 Bonds, [less Original Issue Discount of

$____

and

less

Underwriter's

Discount

of$

____

~)

shall

be

delivered

to the Trustee

by

the

District and[,

in

addition

to$

____

held

by

the

Trustee

in

the

2017

Note Reserve

14

Account  pursuant  to  the  Sixteenth  Supplemental  Indenture  (the  "2017  Note  Reserve

Funds"),]

shall

be

applied

as follows:

(a)	$____ of  2018  Bond

Account Requirement, shall be deposited	to		

proceeds, representing the initial 2018 Reserve the 2018 Reserve Account; and

(b)	$____ of  2018  Bond  proceeds,

representing

the

amount

of

interest

to

become due on the 2018 Bonds on [May 1, 2019 and November
the credit of the 2018 Capitalized Interest Account;	and		

1,

2019],

shall

be

deposited

to

(c) 2018 Bonds,

$_____ of 2018 Bond proceeds, representing costs of shall be deposited to the credit of the 2018 Costs of Issuance

issuance Account;

relating and

to

the

( d)

[$

____

of

2018 Bond proceeds

shall

be

credited to the

2018

Acquisition

and Construction Account and transferred to

the

2017

Note

Principal

Account

in

the amount

of

$_____

and to  the  2017 Note  Interest Account

in

the  amount

of

$____

for

payment to

Florida

Community Bank to

pay

down

the 2017 Note; and]

(e)	$____ of 2018 Bond proceeds remaining after the deposits	
deposited	to the credit of the 2018 Acquisition and Construction Account[; and	

above

shall

be

(f)	The 2017	Note Reserve Funds shall be		
Account in the amount	of$____	and to the 2017		
					
$____ for payment to Florida Community	Bank		

transferred to the 2017 Note Principal Note Interest Account in the amount of to pay down the 2017 Note].

Section 403.   2018 Acquisition and Construction Account.

(a)	Amounts on deposit in the	
applied to pay the Costs of the Northeast	
requirements of the requisition provisions	

2018 Acquisition and Construction Account shall be Sector Project - Phase 1B upon compliance with the set forth in the Master Indenture and/or as otherwise

provided

herein.

	(b)		Any balance	remaining in	the 2018		
the	Date	of	Completion of	the	Northeast	Sector		
								
amount,	if	any,  of all remaining	unpaid	Costs of		

Acquisition and	Construction	Account	after		
						
Project -  Phase	1B  and  after	retaining	the		
					
the Northeast -Sector Project	Phase 1B	set		

forth

in

the

Engineer's

Certificate establishing

such

Date

of Completion,

shall

be

transferred

to

and

deposited

in

the

2018

Prepayment

Subaccount

of

the

2018

Redemption

Account

and

applied

to

the

extraordinary

mandatory

redemption

of

the

2018

Bonds

in

the

manner

prescribed

in the form of 2018 Bond set forth on deposit in the 2018 Acquisition

as Exhibit "B" hereto. At and Construction Account,

such time as there are such account shall be

no amounts closed.

	Section 404.	2018 Costs of Issuance Account.	There shall be deposited in the	2018	
Costs	of Issuance Account $____ which shall, at	the written direction of an Authorized	
Officer of the	District, be used to pay the costs of issuance relating to the 2018 Bonds.	After	
[May	1, 2019],	any	amounts deposited in the 2018 Costs of Issuance Account for which there is	

15

not

pending

with

the

Trustee

a

requisition

shall

be

transferred

over

and

deposited

into

the

2018

Acquisition

and

Construction Account

and

used

for

the

purposes

permitted

therein,

and

the

2018

Costs of Issuance

Account

shall

be

closed.

Section

405.

2018 Reserve Account.

Amounts

on

deposit2018inthe

Reserve Account,

except as

provided

elsewhere

in

the

Indenture,

shall

be

used

only for

the

purposes

set

forth

in

Section  609

hereof

and

for

making

payments

into

the

2018  Interest Account

and

the

2018

Sinking

Fund

Account

to

pay

the

2018 Bonds, without distinction as

to 2018

Bonds

and

without

privilege

or

priority

of one

2018

Bond

over

another,

when

due

when

the

moneys

on

deposit

in

such

Accounts

and

available

therefor

are

insufficient.

The Trustee,

on

or before

the

forty-fifth

(45

th

)

day

(or

if

such

day

is

not

a Business Day,

on

the

Business

Day

next

preceding

such

day)

next

preceding

each

Interest

Payment

Date, after

taking

into

account

all

payments

and

transfers

made

as

of

such

date,

shall

compute

the

value

of

the

2018 Reserve

Account

and

shall

promptly

notify

the

District of

the

amount

of

any

deficiency

or surplus

as

of

such

date

in

such

account.

The

District shall

immediately

pay

the

amount

of

any

deficiency to

the

Trustee, for

deposit

in

such

account,

from

the

first legally

available

sources

of

the

District.

Any

excess

monies

in

the

2018 Reserve

Account

(except excess

from investment

earnings),

shall

be

deposited

in

the

2018 Acquisition and

Construction

Account

until

the

Date

of

Completion

of

the

Northeast

Sector Project -

Phase

1B

and

after

the

Date

of

Completion

of

the

Northeast

Sector Project -

Phase

1B

shall

be

deposited

in

the

2018

Prepayment

Subaccount.

Unless

and

until

the

District

provides

the

Trustee

with

a certificate

signed

by

an

Authorized

Officer

of

the

District

that

the

Date

of

Completion

has

occurred,

the

Trustee

may

rely

that

such

condition

has

not

occurred.

All earnings on investments in the	2018 Reserve Account, provided no deficiency exists	
in the  2018  Reserve  Account,  shall  until	the	Date  of  Completion	be	deposited  to	the  2018	
Acquisition	and	Construction  Account	and	then  after  the  Date	of	Completion,	shall  be	
deposited to	the	2018 Revenue Account.	To the extent a deficiency exists	in the 2018 Reserve	
Account, investment earnings in such account	shall remain in that account.	Such account shall	

consist only

of cash

and

2018

Investment

Obligations.

Notwithstanding

the

foregoing,

on

the

earliest date

on

which

there

is

on

deposit

in

the

2018 Reserve Account, sufficient monies,

taking

into

account

other

monies

available therefore,

to

pay

and

redeem

all

of

the

Outstanding 2018 Bonds,

together

with

accrued interest, if any,

on

such 2018 Bonds to deposit in the 2018 the earliest possible

the earliest date Reserve Account date.

of to

redemption, then the Trustee shall use the amount on pay and redeem all of the Outstanding 2018 Bonds on

The

District

may

provide

that

the

difference

between

the

amounts

on

deposit

in

the

2018

Reserve

Account

and

the 2018 Reserve

Account

Requirement

shall

be

an amount

covered

by

obtaining

bond

insurance or

a

surety

bond

issued

by

a

municipal

bond

insurer,

rated

in

one

of

the

two

highest

categories (at least

AA

by

Fitch,

and/or

S&P

and/or

at

least

Aaby

Moody's

without reference to gradations)

by

two

nationally recognized rating agencies,  (the "Reserve

16

Account

Credit

Instrument").

At

any

time

after

the

issuance

of

the

2018 Bonds,

the

District

may

withdraw

any

or

all  of

the

amount

of

money

on

deposit

in

the

2018 Reserve

Account

and

substitute

in

its place	a	Reserve  Account Credit	

Instrument

as  described  above

in

the

face

amount of such withdrawal and such withdrawn moneys shall, after payment of the premium for such Reserve Account Credit Instrument, be (a) until the Date of Completion, transferred to the Series 2018 Acquisition and Construction Account to be used to pay Costs of the Northeast Sector Project - Phase 1B, (b) after the Date of Completion, transferred to the 2018 Prepayment Subaccount and used to redeem 2018 Bonds, or (c) upon receipt of an opinion of Bond Counsel, transferred to the District to be used for any lawful purpose of the District.

	Section 406.	
upon	receipt by the	
Redemption Account.	

Application	of Prepayment Principal.   All Prepayment Principal	shall		
Trustee	be  deposited  to  the  2018  Prepayment	Subaccount  of  the	2018		
					
At the	time	the District deposits Prepayment Principal with the Trustee it		

shall notify

the

Trustee

in

writing

as to

the

amount

of

Prepayment

Principal.

Amounts

on

deposit

in

the 2018

Prepayment

Subaccount shall

be

applied

to

the

redemption

of

the

2018

Bonds

in

the

manner

provided

in

the

Master

Indenture

and

as

provided

for

the extraordinary

mandatory

redemption

in

Exhibit

"B"

hereto.

Section 407.   Tax Covenants

Tax Regulatory Covenants (including

and Rebate

deposits to

Accounts. The District and payments from the

shall comply with the 2018 Rebate Account)

included

as

part

of

the

closing transcript for

the

2018 Bonds, as

amended

and

supplemented

from

time to

time

in

accordance

with

their terms.

Section 408.   Establishment of 2018

of Revenues and Investment Earnings.

Revenue

Account

in

Revenue Fund; Application

deposit

(a) the

The  Trustee  shall,  except  as  provided  below  or  otherwise	provided  herein,	
2018 Pledged Revenues to the 2018 Revenue Account and any	other amounts or	

payments	specifically  designated  by  the  District  pursuant  to  a  written	
purpose.	The 2018 Revenue Account shall be held by the Trustee separate	

direction for said and apart from all

other

Funds

and

Accounts

held

under

the

Indenture

and

from

all

other

moneys

of

the

Trustee.

Amounts	on deposit in the 2018 Revenue Account, 2018 Interest Account and 2018 Capitalized		
Interest Account,  2018 Sinking Fund Account,  2018  Redemption	Account  and 2018 Reserve		
Account shall be used as provided in the Master Indenture except as otherwise provided herein.		
(b)	Immediately upon	receipt the District shall deposit	the 2018 Pledged	Revenues		
				such 2018		
with the  Trustee  together with a	written	accounting setting forth	the amounts  of			
Pledged Revenues in the following categories which shall be deposited by the Trustee into the		
Funds and Accounts established hereunder	as follows:				

(i) Account;

Assessment

Interest,

which

shall

be  deposited

into

the

2018

Interest

(ii)	Assessment

Fund Account;

Principal,

which

shall

be  deposited

into

the

2018  Sinking

17

(iii) Subaccount of

Prepayment Principal, which shall the 2018 Redemption Account.

be

deposited

into

the

2018

Prepayment

(iv)	Delinquent  Assessment  Principal  shall  first	be	applied	to  restore  the	
amount of	any withdrawal from the 2018 Reserve Account	to pay the principal of 2018	
Bonds to the extent that less than the 2018 Reserve Account Requirement is on deposit in	
the  2018 Reserve Account,  and,  the balance,  if any,  shall	be	deposited	into  the  2018	
Sinking Fund Account;				
(v)	Delinquent  Assessment  Interest,  shall  first	be	applied	to  restore  the	
amount of any withdrawal from the 2018 Reserve Account	to	pay the interest on 2018	
Bonds to the extent that less than the 2018 Reserve Account Requirement is on deposit in	
the  2018 Reserve Account,  and,  the balance,  if any,  shall	be	deposited	into the 2018	
Interest Account; and				

(vi)

the

balance

shall

remain

in

the

2018

Revenue

Account.

(c)

On

the

forty-fifth

(45

th	)		

day

preceding

each

May

1

and

November

1 (or

if

such

forty-fifth

(45

th	)		

day

is

not

a Business Day,

on

the

Business

Day

next

preceding

such forty-fifth

(45

th	)		

day),

the

Trustee  shall

determine

the

amount

on

deposit

in

the  2018

Prepayment

Subaccount

of

the

2018

Redemption

Account, and,

if

the

balance therein is greater

than

zero,

shall transfer,

but

only after

determining

that following

such

transfer

sufficient

amounts

will

remain

on

deposit

in

the 2018 Revenue Account to make the transfers

required

by

(d) below,

from

the 2018 Revenue Account for

deposit into

such

2018

Prepayment

Subaccount,

an

amount

sufficient to increase the

amount

on

deposit

therein to

the

next

integral

multiple

of $5,000,

and,

shall

thereupon

give notice

and

cause

the

extraordinary

mandatory

redemption

of 2018 Bonds

on

the

next

succeeding

Interest

Payment

Date

in

the

maximum

aggregate

principal

amount

for

which

moneys

are

then

on

deposit

in

such

2018

Prepayment

Subaccount

in

accordance

with

the

provisions for

extraordinary

mandatory

redemption

of

2018 Bonds as set forth

in

Exhibit

"B"

hereto,

and

Article

III

of

the

Master

Indenture

and

Section 301 hereof.

Interest

due

in

regard

to

such

extraordinary

mandatory

redemption

shall

be

paid

from

the

2018 Interest Account.

(d)

Unless

otherwise

provided

below,

no

later

than

each

May

1

and

November

1 (or

if

such

May

1

or

November

1 is

not

a Business Day,

on

the

Business

Day

preceding

such

date),

the

Trustee shall transfer from

amounts

on

deposit

in

the

2018 Revenue

Account

to

the

Funds

and

Accounts

designated

below,

the

following

amounts

in

the following

order

of priority

and

apply

such

amounts

as

provided

in

the

Master

Indenture

and

the provisions hereof:

FIRST, to the 2018 Interest Account of the Debt Service Fund, an amount equal to the	
amount of interest payable on all 2018 Bonds then Outstanding on such May 1 or November 1,	
less any other amount already on deposit	in the 2018 Interest Account not previously credited.	
On [May 1, 2019 and November 1, 2019],	the Trustee shall transfer from the 2018 Capitalized	

Interest

Account

to the

2018

Interest

Account

an

amount

equal

to

the

lesser of the

amount

of

interest

due

on

the

2018 Bonds

on

such

date

or

the

amount

on

deposit

in

the

2018 Capitalized

18

Interest Account.

After

[November

1, 2019],

any

amounts

in

the

Capitalized Interest

Account

shall

be

transferred to

the

2018  Reserve

Account if

there  is

any

deficiency  therein

and

the

remainder to the yet occurred and

2018 if the

Acquisition and Construction Account if		
Date of Completion has already	occurred		

the Date of

to the 2018

Completion has not Revenue Account;

	SECOND, on each May 1, commencing May 1, 20_J to the 2018 Sinking Fund Account,	
an amount equal to the Amortization Installments or principal of 2018 Bonds due on such May	
1,	less any amounts already on deposit in such Account not previously credited;	

THIRD, to the 2018 amount on deposit therein

Reserve equal to

Account, the amount, if the then applicable 2018

any, which is necessary to make the		
Reserve Account Requirement;	and		

FOURTH,

the balance

shall

be

retained

in

the

2018 Revenue Account.

	(e)	On any date required by the Tax Regulatory Covenants, the District shall give		
the	Trustee written direction, and the Trustee shall transfer from the 2018 Revenue Account	to		
				
the	2018 Rebate Account established for the 2018 Bonds in	the Rebate Fund	in accordance	with		
the	Master	Indenture and the Tax Regulatory Covenants,	the amount due	and owing to the		
United States, which amount shall be paid, to the United States, when due,	in accordance	with		

such Tax Regulatory Revenue Account to District shall deposit

Covenants. To the extent insufficient moneys are on deposit in the 2018 make the transfer provided for in the immediately preceding sentence the with the Trustee from available moneys of the District the amount of any

such

insufficiency.

deposit

(f)

in

On or the 2018

after each November Revenue Account on

2, beginning November such November 2 shall

2,  2019,  the

(i)  before

balance the Date

on of

Completion,

be

transferred

into

the

2018

Acquisition

and

Construction Account,

and

(ii)

after

the

Date  of  Completion,  shall

be

paid

over  to

the

District

at

the

written

direction

of

an

Authorized

Officer

and

used

for

any

lawful purpose

of

the

District;

provided,

however,

that

on

the date	of such proposed	
equal to	the 2018 Reserve	

transfer the amount on deposit in the 2018 Reserve Account shall be Account Requirement, and, provided further, that the Trustee shall

not have actual knowledge of an Event of Default relating to the 2018 Bonds, including the payment of

under the Master Indenture or hereunder Trustee's fees and expenses then due.

(g)	Anything herein  or  in	the	Master  Indenture to  the  contrary	notwithstanding,		
							
earnings	on investments in	all of the	Funds and Accounts held as security for the 2018 Bonds		
shall be	invested only	in 2018 Investment	Obligations, and further, earnings	on investments in		
the  2018  Acquisition	and		Construction	Account,  2018  Costs	of  Issuance  Account,  2018		
					retained as realized, in such		
Capitalized Interest Account	and 2018 Revenue Account shall be			
				on investments in	the 2018		
Accounts and	used for the	purpose	of such Accounts.   Earnings				
Sinking Fund	Account, 2018 Interest Account, and the 2018 Redemption Account, including any		
subaccounts therein, shall be deposited, as realized, to the credit of the 2018	Revenue	Account		
				
and used for the purpose of	such Account.						

19

in

Earnings on investments Section 405 hereof.

in

the

2018

Reserve

Account

shall

be

disposed

of as

provided

ARTICLEV

COVENANTS

AND

DESIGNATIONS

OF THE

DISTRICT

Section 501.	Provision  Relating  to  Bankruptcy  or  Insolvency	of	Landowner.	The	
provisions  of this Section 501  shall be  applicable both before	and	after	the	commencement,	
whether voluntary or involuntary, of any case, proceeding or	other	action by or	against	any	
owner of any tax parcel subject to at least three percent (3%) of the then Outstanding Series 2018	
Assessments  (an "Insolvent Taxpayer") under	any	existing or	future	law of any	jurisdiction	
relating to bankruptcy, insolvency, reorganization,	assignment for the	benefit of	creditors,  or	
relief of debtors (a "Proceeding").	For as long	as	any 2018 Bonds remain Outstanding,	in	any	
Proceeding involving	the District,	any Insolvent Taxpayer, the	Trustee, the 2018 Bonds	or	the	
Series 2018 Assessments,	the District shall be obligated to act in accordance with  direction from	
the Trustee	with regard	to all matters directly	or	indirectly affecting the	2018 Bonds or for as	
long  as  any	2018 Bonds	remain	Outstanding,	in	any proceeding involving	the District,	any	

Insolvent

Taxpayer,

the

2018 Bonds

or

the

Series 2018 Assessments

or

the

Trustee.  The District

agrees advice

that it shall not be a defense to a breach of the foregoing of counsel in not complying with this covenant.

covenant

that

it

has

acted

upon

The District acknowledges and agrees that, although the 2018 Bonds were issued by the	
District, the	Owners of	the	2018 Bonds are categorically the party	with the ultimate financial	
stake in the	transaction	and,	consequently, the party with a vested	and	pecuniary interest in a	
Proceeding.	In the event of	any	Proceeding involving an Insolvent Taxpayer: (a)	the District	
hereby agrees	that it shall follow	the	direction of the Trustee in making any election, giving any	
consent, commencing	any action or filing any	motion, claim, obligation, notice or application or	
in taking any other action or	position in any Proceeding or in any action related to a Proceeding	
that affects, either directly	or	indirectly, the	Series 2018 Assessments, the 2018 Bonds or any	
rights of the Trustee under	the	Indenture; (b)	the District hereby agrees	that it shall not make	
any election, give	any	consent, commence any	action or file any motion, claim, obligation, notice	
or application or take	any other	action or position in any Proceeding or	in any action related to a	
Proceeding	that affects,	either	directly or indirectly, the Series 2018 Assessments,	the	2018 Bonds	
or any rights of the Trustee	under the Indenture that are inconsistent with any	direction from	
the Trustee;	(c) the Trustee shall	have the right, but is not obligated to,	(i) file and	vote in any	
such Proceeding	any	and all claims of the District, and seek or oppose	any relief	in any such	
Proceeding	that the District,  as claimant with respect to the Series 2018 Assessments,  would	
have the right	to pursue, and,	if	the Trustee chooses to exercise any such rights, the District shall	
be deemed to have appointed	the Trustee as its agent and granted to the	Trustee an irrevocable	
power of attorney coupled with	an interest, and its proxy, for the purpose of exercising any and	
all  rights  and	taking	any	and	all  actions  available  to  the  District	in	connection  with  any	
Proceeding  of	any Insolvent Taxpayer,  including without limitation,	the right to file  and/or	
prosecute and/or	defend any	claims	and proofs of claims, to vote to accept or reject a plan, to	
seek dismissal of	the	Proceeding, to	seek stay relief to commence or continue foreclosure  or	

20

pursue

any

other

available

remedies

as to

the

Series 2018 Assessments,  to  seek substantive

consolidation,

to

seek to

shorten

the

Insolvent

Taxpayer's

exclusivity

periods

or

to

oppose

any

motion

to

extend

such

exclusivity periods, to

oppose

any

motion

for

use

of cash collateral or for

authority to  obtain financing,  to

oppose

any

sale

procedures

motion

or

any

sale motion,  to

propose

a

competing

plan

of reorganization

or

liquidation,

or

to

make

any

election

under

Section 1111(b)

of

the

Bankruptcy

Code

and

(d)

the

District

shall

not

challenge

the

validity

or

amount

of

any

claim

submitted

in

good

faith

in

such

Proceeding

by

the

Trustee

or

any

valuations	of  the  lands  owned by	
Trustee in	such Proceeding or take	

any	Insolvent Taxpayer  submitted in  good	faith  by  the	
any	other action in such Proceeding, which	is adverse to	

Trustee's

enforcement

of

the

District's  claim

and

rights

with

respect

to

the

Series  2018

Assessments

or

receipt of

adequate

protection (as

that

term

is

defined

in

the

Bankruptcy Code).

Without

limiting

the

generality

of

the

foregoing,

the

District agrees

that

the

Trustee

shall

have

the

right

(i)

to file

a

proof

of

claim

with

respect to

the

Series 2018 Assessments, (ii) to deliver to

the

District a

copy

thereof, together

with

evidence

of

the

filing

with

the

appropriate

court

or

other authority,

and

(iii)

to

defend

any

objection filed

to

said

proof

of claim.

	Notwithstanding the provisions of the immediately preceding paragraphs,	nothing	in	
this Section 501 shall preclude the	District from becoming a party	to a Proceeding	in order	to	
enforce	a claim for operation	and	maintenance assessments,  and	the	District shall be free  to	
pursue	such  a  claim in such	manner  as  it shall deem  appropriate	in its  sole  and  absolute	

discretion.	Any  actions  taken by  the  District in	pursuance	of its  claim		
						
maintenance	assessments  in  any  Proceeding  shall	not be	considered	an		

for operation and action adverse or

inconsistent

with

the

Trustee's

rights

or

directions

with

respect to

the

Series 2018 Assessments

whether such

claim is

pursued

by

the

District

or

the

Trustee;

provided,

however,

that

the

District shall

not

oppose

any

relief

sought

by

the

Trustee

under

the

authority

granted

to

the

Trustee

in

clause

(

c)

of

the

paragraph

above.

Section 502.   Collection of Series 2018 Assessments.	Anything herein or in the Master		
					
Indenture to the contrary	notwithstanding, the District shall	not be	required to collect Series		
2018  Assessments  using	the  Uniform	Collection  Method	provided	for	in Section  197.3631,		
197.3632 and 197.3635, Florida Statutes,	until such time as	the property	subject to such Series		

2018 Assessments is

platted

and

a

distinct

ad

valorem

property

tax

identification

number has

been assigned by the Property Appraiser thereto.	In addition, the District is not required to use	
the Uniform  Collection Method  when	the	property is	owned by	a  government or  includes	
structures owned by a government.						

All Series

Uniform Method

2018 shall

Assessments that are be due and payable by

collected directly the landowner no

by the District and not via the later than thirty (30) days prior

to

each

Interest

Payment

Date.

In addition, and Nineteenth Supplemental comply with the terms of

not	in  limitation	of	the	covenants  contained  elsewhere  in  this	
Indenture  and in	the	Master  Indenture,  the  District covenants  to	
the	proceedings heretofore	adopted with respect to the Series 2018	

Assessments

and

to levy

the

Series 2018 Assessments and

any

required

true-up

payments

set

21

forth in the assessment methodology, in such the principal of and interest on the 2018 Bonds,

manner as when due.

will generate

funds

sufficient

to

pay

Notwithstanding anything in the	
Event of Default, the	collection of Series	
the Majority Owners.		

Indenture to the contrary, 2018 Assessments shall be

upon the occurrence of in the manner directed

an by

Section 503.

No

Parity  Bonds;  Limitation

on

Additional  Bonds.	Other  than

Refunding

Bonds

issued

to

refund

the

Outstanding

2018 Bonds, the District shall not,

while

any

2018 Bonds are Outstanding,

issue

or

incur

any

debt

payable

in

whole

or

in

part

from

the

2018

Trust

Estate.	The District

further

covenants

and

agrees

that

so

long

as  the  2018 Bonds are

Outstanding,

it

will

not

impose

debt

service Assessments for

capital projects

on

any

lands

then

subject to	the Series 2018 Assessments  without the	written	consent of the Majority Owners;	
provided,	however,	such	consent  shall  not  be	required	if  the	additional	debt	service	
Assessment,  when	taking	into  account  the  Series  2018  Assessments,  does	not  cause  the	
aggregate	annual debt	service Assessments on such	lands to exceed	$[ __] per front footage	
(by way	of example,  the  aggregate  debt service Assessments  on a	50'  lot could not	exceed	
$[ __]),	evidence  of	which  shall	be  provided  by	the	District  to	the  Trustee  in  a	written	
certificate	upon which	the	Trustee	may conclusively rely.	Notwithstanding the foregoing, the	
District is	not precluded	from imposing capital Assessments on property then	subject to  the	
Series  2018  Assessments	which  are  necessary  for	health,	safety  or  welfare  reasons,  or  to	

remediate

a

natural

disaster,

or

to  effect repairs  to

or

replacement

of property,  facilities  or

equipment

of

the

District.

Section 504.   Covenant With Regard to Enforcement and Collection

of

Delinquent

Assessments.

Anything

herein

or

in

the

Master

Indenture

to

the

contrary

notwithstanding,

the

District covenants

and

agrees

that

upon

the

occurrence

and

continuance

of

an

Event of Default,

it

will take

such

actions to enforce

the

remedial

provisions

of

the

Indenture,

the provisions for

the

collection

of

Delinquent

Assessments,

and

the

provision

for

the

foreclosure  of liens  of

Delinquent

Assessments

and

will  take

such  other

appropriate

remedial

actions  as  shall

be

directed

by

the  Trustee  acting  at  the  direction  of

and

on

behalf  of,  the  Majority

Owners.

However,

the

2018  Bonds

may

not

be

accelerated  except  to

the

extent

the

Series  2018

Assessments

have

been

accelerated.

ARTICLE VI MISCELLANEOUS PROVISIONS

Section 601.

Additional Events

of

Default

and Remedies.

Section

902

of

the

Master

Indenture

thereof the

is hereby following

amended with paragraphs:

respect to

the

2018 Bonds

by

inserting

at

the  conclusion

levied

(a) by the

More

District

than twenty are not paid

percent (20%) of the operation and maintenance assessments by the date such are due and payable.

22

(b)

The Trustee is

authorized

to

withdraw

funds

from the

2018

Reserve

Account

in

an

amount

greater

than

twenty-five

percent

(25%)

of

the

2018 Reserve

Account

Requirement

to

pay

debt

service

on

the

2018 Bonds (regardless

of

whether

the

Trustee does

or

does not,

per

the

direction

of

the

Majority Owners,

actually

withdraw

such

funds

from

the

2018 Reserve

Account

to

pay

debt

service

on

the

2018 Bonds)

and

any

such

amount

withdrawn

is

not

replenished

within

ninety

(90)

days

of

the

date

of

such

withdrawal.

(c)	Material  breach  by  the  District  of  any  material	
Indenture, whether or not notice of such breach has been given.	

covenant

made

by  it

in

the

The District covenants

and

agrees

that

it

will enforce

the

remedial

provisions

of

the

Indenture,

the

provisions for

the

collection

of

Delinquent

Assessments,

and

the

provisions for

the

foreclosure

of liens

of

Delinquent

Assessments.

The District

acknowledges

and

agrees

that

(i)

upon

failure

of

any

property

owner

to

pay

Series 2018 Assessments collected

directly

by the

District

when

due, that

the

entire Series 2018 Assessments

on

the

delinquent

property,

with

interest

and

penalties thereon,

shall

immediately

become due

and

payable

and

the

District

shall

promptly

cause

to

be

commenced

the

necessary legal proceedings for

the

foreclosure

of

liens of

delinquent Series 2018 Assessments,	including	interest and	
proceedings shall be prosecuted to	a  sale  and	conveyance	

penalties and (ii) the foreclosure of the property involved in said

proceedings.

Section 602.

Foreclosure

of

Assessment

Lien.

Notwithstanding

any

provisions

of

the

Indenture

to

the

contrary,

the

following

provisions shall

apply

with

respect

to

the

Series 2018

Assessments

and

2018 Bonds.

If

any  property

shall

be

offered  for  sale  for

the

nonpayment

of

any

Series  2018

Assessment

and no

person

or

persons

shall

purchase

such

property

for

an

amount

equal

to

the

full amount due on the Series 2018 Assessments for such property (principal,	interest, penalties		
	the District for	an		
and costs, plus attorneys' fees,	if any),	the	property may	then	be purchased by				
amount	greater	than or equal to	the	balance	due  on	the	Series 2018  Assessments  for  such		
property	(principal, interest, penalties	and costs,	plus attorneys' fees, if any), from	any legally		
available funds of the District and	the		District shall receive in its corporate name or	in	the name		
of a special-purpose entity title to	the	property for the benefit of the Owners of the	2018 Bonds;		
provided that the Trustee shall have	the	right, acting at the	direction of	the	Majority	Owners,		
							to this		
but shall	not be	obligated, to direct the District with respect to any action	taken pursuant			
					the		
Section. The District, either through its own actions, or actions caused to be	taken	through			
			net		
Trustee, shall have the power	and shall lease or sell such	property,	and	deposit all of the			
proceeds of any	such lease	or	sale into the 2018	Revenue Account. The District, either through		
its own	actions,	or actions	caused to		be	taken	through the	Trustee,	agrees	that it shall,  after		
being provided	assurances satisfactory to	it of	payment of its fees, costs and expenses for	doing		
so, be required to take the measures provided	by	law for listing for sale of property acquired	by		
			the		
it as trustee for	the Owners of the 2018 Bonds	within sixty (60)  days after	the receipt of				
request	therefore  signed  by  the  Trustee	or	the  Majority	Owners.	The  Trustee  may,	upon		
direction from the Majority Owners,		pay costs associated	with any	actions	taken by District		

23

pursuant to this Indenture.

paragraph from

any moneys legally available for

such

purpose

held

under

the

Section 603.

Interpretation

of

Nineteenth Supplemental Indenture.

This

Nineteenth

Supplemental

Indenture

amends

and

supplements

the

Master

Indenture

with

respect to

the

2018 Bonds,

and

all of

the

provisions of the Master

Indenture,

to

the

extent

not

inconsistent

herewith,  are incorporated

in

this

Nineteenth

Supplemental

Indenture

by

reference.	To

the

maximum extent possible,

the

Master

Indenture

and

this

Nineteenth

Supplemental

Indenture

shall

be

read

and

construed

as

one

document.

Section 604.   Amendments.	Any

amendments

to  this

Nineteenth

Supplemental

Indenture shall

Indenture.

be

made

pursuant

to

the

provisions for

amendment

contained

in

the

Master

	Section 605.   Counterparts.  This Nineteenth Supplemental	
in any	number  of counterparts,  each. of which when so  executed	
original; but such counterparts shall together constitute but one and	

Indenture may be executed	
and delivered shall	be	an	
the same instrument.			

Section 606.	Appendices	
referred to in and attached to this	

and Exhibits. Any and all schedules, appendices or exhibits Nineteenth Supplemental Indenture are hereby incorporated

herein

and

made

a

part

of this

Nineteenth

Supplemental

Indenture

for

all

purposes.

Section 607.   Payment Dates.

In

any case

in

which

an

Interest

Payment

Date

or

the

maturity

date

of

the

2018 Bonds

or

the

date fixed for

the redemption

of any

2018

Bonds

shall

be

other than

a Business Day,

then

payment

of interest,

principal

or

Redemption

Price

need

not

be

made

on

such

date

but

may

be

made

on

the

next succeeding Business Day,

with

the

same

force

and effect as if made	on the due date,	
period after such due	date if payment is	

and no interest on such payment shall accrue made on such next succeeding Business Day.

for

the

any

Section right upon

608. any

No Rights

Person other

Conferred on Others. than the parties hereto

Nothing herein contained and the Owners of the 2018

shall confer Bonds.

Section 609.   Use

of

2018

Acquisition and

Construction

Account

Moneys

and Other

Trust  Funds.	Upon	the  occurrence  of  an  Event  of  Default,  moneys	in  the	Series  2018	
Acquisition and	Construction Account and the 2018 Trust Estate may be	used to	pay the fees	
and the expenses and	costs of litigation and other remedies of the Trustee incurred, to pursue	

remedies

under

the

Indenture.

Section 610.   Bond Year.

The

Bond Year for

the 2018 Bonds

shall

mean

May

1-April 30.

24

ARTICLE

VII

THE

TRUSTEE;

THE

PA

YING

AGENT

AND

BOND REGISTRAR

Section 701.   Acceptance of Trust.

The Trustee accepts

and

agrees to execute the

trusts

hereby

created

and

agrees to

perform such

trusts

upon

the

terms

and

conditions

set

forth

in

the

Indenture.

The Trustee agrees to act as Paying

Agent

and

Bond

Registrar for

the

2018 Bonds.

of

Section 702.   Trustee's Duties. The Trustee shall not be responsible in any manner for		
the due execution	this	Nineteenth Supplemental Indenture by the District or for the recitals		
	of		authentication on the 2018 Bonds), all of which are		
contained herein (except for the certificate				
made solely by the	District. Nothing contained herein shall limit the rights, benefits,	privileges,		
				
protection and entitlement inuring to the Trustee under the Master Indenture.			

	Section 703.	Brokerage Confirmations.	The District acknowledges that to	the extent		
									
regulations of the Comptroller of the Currency or other applicable	regulatory entity grant the		
District	the right to receive individual	confirmations of security transactions	at no	additional		

cost, as	they occur,	the District specifically waives receipt of such	confirmations to	the extent		
permitted by law.  The Trustee will furnish the District periodic	cash transaction statements that		
						
include detail for all investment transactions made by the Trustee hereunder.				

Section 704.

Assignment

of	District's   Rights   under   Collateral	

Assignment

Agreement.

The

District

hereby

assigns its

rights

under

the

Collateral

Assignment

Agreement

forto the Trustee

the

benefit

of

the

Owners,

from

time

to time,

of

the

2018 Bonds.

The

Trustee

shall

not  be

deemed

to

have

accepted

or

assumed

any

obligation

under

the

Collateral

Assignment

Agreement

by

virtue

of

such

assignment.

Section

705.

Patriot

Act

Requirements

of

Trustee.

To

help

the

government

fight

the

funding

of

terrorism

and

money

laundering

activities,  Federal

law

requires  all  financial

institutions to obtain, verify,

and

record

information

that

identifies

each

person

who

opens

an

account.

For

a

non-individual person

such

as

a

business

entity,

a charity,

a trust,

or

other

legal

entity,

the

Trustee will ask for

documentation

to verify

such

non-individual

person's

formation

and

existence as a legal entity.

The Trustee

may

also

ask

to see financial statements, licenses,

identification and

authorization

documents from

individuals

claiming

authority

to

represent

the

entity

or

other

relevant

documentation.

[Remainder

of

page

intentionally left blank]

25

IN

WITNESS  WHEREOF,

Lakewood

Ranch

Stewardship

District

has

caused

these

presents

to

be

signed

in

its

name

and

on

its

behalf

by

its Chairman,

and

its official seal to

be

hereunto

affixed and

attested

by

its Secretary,

thereunto

duly

authorized,

and

to

evidence

its

acceptance

of the

trusts

hereby

created,

the

Trustee

has

caused

these presents

to

be

signed

in

its

name

and

on

its

behalf

by

its

duly

authorized

officer.

LAKEWOOD RANCH STEWARDSHIP

DISTRICT

[SEAL]

By:

______________

_

Chairman, Board of Supervisors

ATTEST:

By:

____________

_

Secretary

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

_______________

Vice

President

26

EXHIBIT "A"

Description

of

Northeast Sector Project and Northeast Sector Project -

Phase

lB

Northeast

Sector Project -  The

Northeast

Sector Project shall

be

as

described

in

the

Master

Engineer's  Report  for	Northeast  Sector  at  Lakewood	Ranch	Infrastructure		
					
dated August 4,	2017,	as amended and/or supplemented from time to time.		

Improvements

Northeast Sector Project - Phase 1B - The Northeast Sector Project - Phase of the Northeast Sector Project financed with proceeds of the 2018 Bonds.

lB

is

that

portion

A-1

EXHIBIT "B"

No. 2018-R-

Form of the 2018 Bonds
$.____]

United States of America

State of Florida

LAKEWOOD RANCH STEWARDSHIP DISTRICT

SPECIAL ASSESSMENT REVENUE BOND, SERIES 2018

(NORTHEAST SECTOR PROJECT - PHASE lB)

Interest

Rate
[___]%

Maturity Date __]

Dated

Date

December __, 2018

CUSIP 51265K

Registered Owner:

Cede

&

Co.

Principal

Amount:

.-------]

DOLLARS

LAKEWOOD	RANCH STEWARDSHIP DISTRICT,	a special district duly created	and	
existing pursuant to	Chapter 2005-338, Laws of Florida, as	amended by Chapter 2009-263	and	
Chapter 2018-178, Laws of Florida (the "District"), for value received, hereby promises to	pay	
(but only out of the sources hereinafter mentioned) to the Registered Owner set forth above, or	
registered assigns, on the maturity date shown hereon, unless this 2018 Bond shall have been	

called for

redemption in

whole

or

in

part and

payment

of

the

Redemption

Price (as

defined

in

the

Indenture

mentioned

hereinafter)

shall

have

been

duly

made

or

provided

for,

the

principal

amount

shown

above

and

to

pay

(but only

out

of

the

sources hereinafter mentioned)

interest

on

the

outstanding

principal

amount

hereof from

the

most

recent

Interest

Payment

Date

to

which

interest

has

been

paid

or

provided

for,

or

if

no

interest

has

been

paid,

from

the

Dated

Date

shown

above,

on

May

1

and

November

1 of

each

year

(each,

an

"Interest

Payment

Date"),

commencing

on

[May 1, 2019],

payment

of

said

principal

sum

has

been made

or

provided

for,

at

the

rate

per

annum

set forth above.

Notwithstanding

the

foregoing, if any

Interest

Payment

Date

is

not

a  Business

Day

(as  defined

in

the

Indenture

hereinafter  mentioned),

then

all

amounts

due

on

such

Interest

Payment

Date

shall

be

payable

on

the

first  Business

Day

succeeding

such

Interest

Payment

Date,

but

shall

be

deemed

paid

on

such

Interest

Payment

Date. The interest so payable, and Payment Date will, as provided in

punctually  paid or  duly provided for,	on	any Interest	
the  Indenture  (as  hereinafter  defined),	be	paid  to  the	

Registered

Owner

hereof

at

the

close of business

on

the

regular

record

date for

such

interest,

which

shall

be

the

fifteenth

(15

th	)		

day

of  the

calendar

month

next

preceding

such

Interest

Payment

Date,

or

if

such

day

is

not

a Business

Day

on

the

Business

Day

immediately

preceding

such

day;

provided,

however, that

on

or

after the occurrence

and

continuance

of

an

Event

of

Default

under

clause

(i)

of  Section  902  of  the

Master  Indenture

(hereinafter  defined),

the

B-1

payment	of interest and principal	or	Redemption	Price shall be		made		by	the	Paying		Agent		
																
(hereinafter defined) to such person,	who, on	a special record date	which	is fixed by the Trustee,		
																		
															days prior to the date	of such		
which shall be not more than fifteen	(15)	and	not less	than	ten	(10)				
proposed payment,	appears on the registration books	of the Bond Registrar as the Registered		
				to bonds held		pursuant to	a	book		
Owner of this 2018 Bond.	Except as otherwise applicable							
																					
																			shall		be	made	only	upon		
entry  system,  any	payment  of  principal,	or	Redemption		Price								
presentation hereof	at the designated	office of U.S. Bank National	Association, located		in Fort		
																		
														agent  (collectively,  the	"Paying		
Lauderdale,  Florida,  or  any  alternate	or  successor  paying					
Agent").	Except as otherwise	applicable to	bonds	held	in	a book-entry system, payment	of		
												transfer to the Registered Owner	set forth		
interest shall be made by check or	draft	or	by wire				
above if	such owner requests	payment	by wire transfer	in	writing on or		prior to the	regular		
record date for the respective interest	payment to such account as shall	be	specified in	such		
request,	but only if the  Registered	Owner	set forth	above		owns  not		less		than	$100,000	in		
														
aggregate principal	amount of the 2018 Bonds	or	all of the	then		Outstanding	2018 Bonds, as		
										year	of		
defined below.  Interest on	this 2018 Bond will	be	computed	on the basis of a 360-day				
twelve 30-day months.																																		
This 2018 Bond is one of a	duly authorized	issue of	bonds of the District	designated		
											
"Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project	-	Phase lB)"  (the		
"2018 Bonds") issuable under and governed	by the	terms	of a Master Trust Indenture,	dated as		
of September 1,	2005 (the "Master	Indenture"), between	the District and	U.S. Bank	National		
																						Supplemental	Trust		
Association, as trustee (the "Trustee"),	as supplemented by	an Nineteenth				
																	between	the District		
Indenture, dated	as of December 1, 2018 (the "Supplemental		Indenture"),				
and  the	Trustee	(the  Master Indenture	as		supplemented by the	Supplemental Indenture	is		
									
hereafter referred to  as the "Indenture").	The 2018 Bonds are secured	by the 2018	Pledged		
											issued		
Revenues and 2018	Pledged Funds	as	provided for	in the Indenture.  The 2018 Bonds are			
in an aggregate principal amount of $[	_____], for	the	purpose of	(i) financing a	portion		
of the  Cost of the  acquisition, construction, installation	and equipping	the	Northeast	Sector		
								
				credit secured	by the District's		
Project -	Phase 1B;	(ii) [paying down	the	revolving	line of				

Bond

Anticipation  Note,  Series  2017  (Northeast  Sector Project);  (iii)]

paying

certain  costs

associated with the issuance	of		
			
2018 Bonds on [May 1, 2019 and		

the 2018 Bonds; (iv)

November 1, 2019];

paying and (v)

the interest funding the

to become due on the 2018 Reserve Account.

NEITHER  THIS  2018  BOND	NOR	THE  INTEREST  AND	PREMIUM,  IF  ANY,		

PAYABLE  HEREON  SHALL  CONSTITUTE  A  GENERAL  OBLIGATION  OR  GENERAL		
INDEBTEDNESS  OF  THE  DISTRICT WITHIN  THE  MEANING  OF  THE  CONSTITUTION		
AND LAWS OF FLORIDA.  THIS 2018 BOND	AND THE INTEREST AND PREMIUM, IF ANY,		
PAYABLE HEREON AND THEREON	DO NOT CONSTITUTE EITHER	A PLEDGE OF THE		
					
			ANY PROPERTY OF THE		
FULL FAITH AND	CREDIT OF THE DISTRICT OR A LIEN UPON			
							
DISTRICT  OTHER	THAN	AS  PROVIDED  IN  THE  INDENTURE  AUTHORIZING  THE		
										
ISSUANCE OF THE 2018 BONDS.   NO OWNER OR ANY OTHER PERSON SHALL EVER		
HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER		
OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO		
PAY  DEBT  SERVICE  OR  TO  PAY  ANY  OTHER  AMOUNTS  REQUIRED	TO  BE  PAID		
			
PURSUANT TO THE INDENTURE, OR THE 2018 BONDS.  RATHER,	DEBT SERVICE AND		

B-2

ANY OTHER AMOUNTS	REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR		
							BE SECURED	SOLELY		
THE 2018 BONDS, SHALL	BE PAYABLE SOLELY FROM, AND SHALL				
					
						FUNDS PLEDGED TO THE		
BY, THE 2018 PLEDGED REVENUES AND THE 2018 PLEDGED			
		.				
2018 BONDS, ALL AS PROVIDED	HEREIN AND IN THE INDENTURE					

All acts, conditions and things required by the	Constitution and laws of the State of		
Florida and the resolutions of the District to happen, exist and be performed precedent	to and in		
the issuance of this 2018 Bond and	the execution of the Indenture, have happened,	exist and		
have been performed as so required.  This 2018 Bond shall not be valid or become	obligatory for		
				
any purpose or be entitled to	any benefit or security under the Indenture until it shall have been		
authenticated by the  execution by	the Trustee of the Certificate of Authentication	endorsed		
hereon.											
This 2018 Bond is issued under and pursuant to the Constitution	and laws of the State of		
Florida, particularly Chapter	2005-338, Laws of Florida,	as amended by Chapter 2009-263 and		

Chapter 2018-178, Laws of Florida, and other applicable provisions of law and pursuant to the		
Indenture, executed counterparts	of	which Indenture are on file at the	designated office of the		

Trustee.	Reference is

hereby

made

to

the

Indenture

for

the

provisions,

among

others,

with

respect

to

the

custody  and

application  of

the

proceeds  of  2018  Bonds,

the

collection

and

disposition  of

revenues

and

the  funds

charged

with  and

pledged

to

the

payment

of

the

principal,

and

Redemption

Price of,

and

the interest on,

the

2018

Bonds,

the

nature

and

extent

of

the

security thereby created,

the

covenants

of

the

District

with

respect to

the

levy

and

collection

of Series 2018 Assessments (as

defined

in

the

Indenture),

the terms

and

conditions

under

which

the 2018 Bonds are or may be District and the Trustee under

issued,  the rights,	duties,	obligations	and immunities of	the		
							
the  Indenture  and	the	rights  of	the	Registered Owners	and		

Beneficial Owners

of

the

2018 Bonds,

and,

by the

acceptance of this

2018 Bond,

the

Registered

Owner

and

Beneficial

Owners

hereof

assent

to

all

of

the

provisions

of

the Indenture.

Terms

not

otherwise

defined

herein

shall

have

the

meaning

ascribed to

them

in

the Indenture.

The

2018

Bonds

are equally

and

ratably

secured

by the

2018

Trust

Estate,

without

preference

or

priority

of one 2018 Bond over another. Indenture not to issue or incur

Subject to certain exceptions,	the District has covenanted in the		
						
any	obligations payable	from	the	2018 Trust Estate	other than		

Refunding	Bonds  issued  in  accordance  with	the  provisions  of  the	Master  Indenture.	The		
					ad		
District  or	other	governmental entities  may,	however,  impose	and	levy  assessments  or			
valorem taxes payable on a parity with the Series 2018 Assessments securing the 2018 Bonds.			
The  2018  Bonds  are  issuable	only	as  registered  bonds	without  coupons  in  current		
						thereof  (an  "Authorized		
interest  form  in	denominations  of $5,000	or	any  integral  multiple			
Denomination");	provided however, the 2018 Bonds will initially	be delivered in denominations		
of $100,000 and integral multiples of $5,000 in	excess thereof.	This 2018 Bond is transferable	by		
					
			the designated corporate	trust		
the Registered Owner hereof or his duly authorized attorney at				
		upon		
office of the Trustee in Fort Lauderdale, Florida as Bond Registrar (the "Bond Registrar"),			
surrender	of this 2018 Bond, accompanied	by	a duly executed instrument of transfer in	form		

and

with

guaranty

of

signature

reasonably satisfactory to

the

Bond Registrar, subject to

such

reasonable regulations

as

the

District

or

the Bond

Registrar

may

prescribe,

and

upon

payment

of

any

taxes

or

other

governmental charges incident to

such

transfer.

Upon

any

such

transfer a

B-3

new

2018

Bond

or

2018 Bonds,

in

the same

aggregate

principal

amount

as

the

2018

Bond

or

2018

Bonds transferred, will be issued to the	transferee.	At the corporate trust office of the Bond	
Registrar	in  Fort  Lauderdale,	Florida,	in  the	manner	and	subject	to	the  limitations	and	
conditions	provided  in  the	Indenture	and	without	cost,	except	for	any  tax  or	other	
governmental charge, 2018 Bonds may be exchanged for	an equal aggregate principal amount	
of 2018 Bonds of the same maturity, in Authorized	Denominations and bearing interest at the	

same

rate

or

rates.

The  District has	established  a book-entry  system	of registration  for	the  2018  Bonds.		
Except as specifically provided	otherwise in the Indenture,	an	agent will	hold this 2018 Bond on		
behalf of the	beneficial owner	hereof.  By acceptance of a confirmation	of purchase, delivery or		
							
					deemed  to	have	agreed  to  such		
transfer,  the	beneficial	owner	of  this  2018  Bond  shall  be					
arrangement.											

Optional

Redemption

The 2018 Bonds are subject	to redemption prior to maturity at the option of the District,		
			
in whole or in part at any time on or after May 1, 2028 (less than all 2018 Bonds to be selected by		
lot), at the Redemption Price of the principal amount of the 2018 Bonds or portions thereof to be		

redeemed,

plus

accrued interest to

the redemption

date.

Mandatory

Redemption

The

2018 Bonds

are subject to

mandatory

redemption

in

part

by

the

District

by

lot

prior

to their scheduled	maturity	from		
					
the  Supplemental	Indenture	in		

moneys in the 2018 Sinking Fund Account established	under		
					
satisfaction  of  applicable	Amortization	Installments	at	a		

Redemption

Price of 100% of

the

principal

amount

thereof,

without

premium,

plus

accrued

interest to

the

redemption

date,

on

May

1 of

the

years

and

in

the

principal

amounts

set forth

below:

$____

Term

Bond

maturing

May

1,

20_

May 1 of

the Year

Amortization

Installment

$

*

*Maturity

B-4

$

____

Term

Bond

maturing

May

1,

20_

May 1 of

the Year

*

*Maturity

Amortization

Installment

$

$____

Term

Bond

maturing

May

1,

20_

May 1 of

the Year

*

*Maturity

Amortization

Installment

$

$

____

Term

Bond

maturing

May

1,

20_

May 1 of

the Year

*

*Maturity

Amortization

Installment

$

	Upon redemption or purchase of the 2018 Bonds (other	than redemption in	accordance		
with	scheduled	Amortization	Installments),  the  District	shall  cause  to	be  recalculated	and		

				Amortization Installments recalculated so		that Debt Service	on		
delivered to the	Trustee revised						
							
such	2018  Bonds  is  amortized	in  substantially  equal	annual	installments  of	principal	and		
									
interest	(subject to rounding to	Authorized Denominations of	principal)		over	the	remaining		
term	of	such 2018 Bonds (the annual	principal amounts so determined are hereinafter referred		
to  as	the  "Aggregate  Amortization	Installments").	The  Amortization	Installments	as  so		
						any	year.		
recalculated shall not result in	an increase in Aggregate Amortization Installments in				

Extraordinary

Mandatory

Redemption

The 2018 Bonds are subject to

extraordinary

mandatory

redemption

prior

to

scheduled

maturity,

in

whole

on

any

date

or

in

part

on

any

Interest

Payment

Date,

and

if

in

part

on

a

pro

rata

basis as calculated

by the

District

determined

by the

ratio  of the

Outstanding

principal

amount

of each

maturity

of

the

2018  Bonds  treating  for

such

purposes

each

Amortization

B-5

Installment	as  a  maturity  divided	by the  aggregate  principal  amount	of Outstanding	2018		
					the		
Bonds and	as otherwise provided		in the Indenture,  at the Redemption	Price of 100% of			
principal amount thereof, without premium plus accrued interest to the redemption date, if and		
to the extent that any one or more of the following shall have occurred:					
(i)	On or after the Date of Completion of the Northeast Sector Project - Phase 1B,	by		
application of moneys transferred	from the 2018 Acquisition and Construction Account to	the		
							
2018 Prepayment Subaccount of the 2018 Redemption Account in accordance with the terms of		

the

Indenture;

or

(ii)		Amounts  are	deposited  into	the  2018	Prepayment  Subaccount	of		
Redemption	Account from	the  prepayment	of Series	2018  Assessments	and  from		

deposited	into the 2018 Prepayment Subaccount from the 2018 Reserve Account; or			

the 2018 amounts

(iii)	When the amount on deposit in the		
moneys available therefor are sufficient to pay and		
provided in the Supplemental	Indenture.		

2018 Reserve Account, redeem all 2018 Bonds

together with other then Outstanding as

Except as

otherwise

provided

in

the

Indenture,

if

less

than

all

of

the

2018 Bonds subject

to redemption shall be called for redemption, portions of particular maturities of such 2018

the particular maturities of such	2018 Bonds	or		
				
Bonds to be redeemed shall be	selected by	the		

Bond Registrar

on

a pro

rata

basis  as

determined

by

the ratio  of

the

Outstanding

principal

amount

of each

maturity

of the  2018  Bonds

divided

by the

aggregate

principal

amount

of

Outstanding

2018 Bonds

and

as

otherwise

provided

in

the

Indenture

and

then

by

lot

within

each

maturity,

as

determined by

Cede

&

Co.

Notice

of each

redemption

of 2018

Bonds

is

required

to

be

mailed

by the

Bond Registrar,

postage

prepaid,

not

less

than

thirty

(30)

nor

more

than

forty-five  (45)

days

prior

to  the

redemption

date

to

each Registered

Owner

of 2018

Bonds

to

be

redeemed

at

the

address

of

such

Registered

Owner

recorded

on

the

bond

register

maintained

by the

Bond

Registrar.  Notice of

optional

redemption

may

be

conditioned

upon

the occurrence

or

non-occurrence

of

such

event

or

events

as

shall

be

specified

in

such

notice

of

optional

redemption

and

may

also

be

subject to

rescission

by the

District if expressly  set forth

in

such

notice.

On

the

date

designated

for

redemption,

notice

having

been

given

and

money

for

the

payment

of

the

Redemption

Price

being

held

by

the

Paying Agent,  all as

provided

in

the

Indenture,  the

2018  Bonds

or

such

portions

thereof  so  called  for

redemption

shall  become

and

be

due

and

payable  at

the

Redemption

Price

provided

for

the

redemption

of

such

2018 Bonds

or

such

portions

thereof

on

such

date,

interest

on

such

2018 Bonds

or

such

portions

thereof so called for

redemption

shall

cease to accrue,

such 2018 Bonds

or

such

portions

thereof so called for

redemption

shall cease to

be

entitled to

any

benefit

or

security

under

the

Indenture

and

the

Owners

thereof

shall

have

no

rights

in

respect

of

such

2018 Bonds

or

such

portions

thereof so called for

redemption

except to

receive

payments

of

the

Redemption

Price

thereof so

held

by the

Paying

Agent.

Further

notice

of

redemption

shall

be

given

by the

Bond Registrar to certain registered securities depositories

and

information

services as

set forth

in

the

Indenture,

but

no

defect

in

said

further

notice

nor

B-6

any failure to give  all or	any	portion		
effectiveness of a call for redemption	if		

of such further notice thereof is

notice  shall in	any	manner	defeat		
					
given as above prescribed.			

the

The  Owner  of  this  2018  Bond  shall  have  no	right to  enforce	the  provisions  of	the		
Indenture	or to institute action	to enforce the covenants	therein,	or to	take  any action	with		
									
					appear in or defend any	suit		
respect to	any Event of Default under the Indenture, or to institute,				

or

other proceeding

with

respect

thereto,

except as

provided

in

the

Indenture.

In	certain events,	on the conditions, in the manner and with the effect set forth in the	
Indenture,	the  principal	of all  the  2018  Bonds  then  Outstanding	under  the  Indenture  may	
become and may be declared  due  and payable before  the  stated	maturity  thereof,  with the	
interest accrued thereon.			

may

be

Modifications

made only to

or the

alterations extent and

of the	Indenture or	of any indenture	supplemental		
					
in the	circumstances permitted by the Indenture.		

thereto

If the  District deposits  or  causes  to be  deposited  with the  Trustee funds  or	Federal		
Securities (as defined in the Indenture) sufficient to pay the principal or Redemption	Price of		
any 2018 Bonds becoming due at maturity or by call for redemption in the manner set forth	in		
the Indenture, together with the interest accrued to the due	date, the lien of such 2018 Bonds	as		
				
to the 2018 Trust Estate shall be	discharged, except for the	rights of the Owners thereof with		
respect to the funds so deposited	as provided in the Indenture.				

This investment Code of the

2018  Bond  shall	have	all  the  qualities	
securities within the meaning and for all	
State of Florida.			

and the

incidents, including negotiability, of purposes of the Uniform Commercial

This 2018 its construction.

Bond is

issued

with

the

intent

that

the laws

of

the

State

of Florida

shall

govern

[Remainder

of

page

intentionally left blank]

B-7

IN WITNESS WHEREOF, Lakewood Ranch Stewardship District has caused this 2018 Bond to bear the signature of the Chairman of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary

to

the

Board

of

Supervisors.

LAKEWOOD

RANCH

STEWARDSHIP

DISTRICT

[SEAL]

By: ______________	_		
			
Chairman, Board of Supervisors			

ATTEST:

By:

___________

_

Secretary to Board of Supervisors

B-8

CERTIFICATE

OF

AUTHENTICATION

This 2018 Bond is one within-mentioned Indenture.

of

the

Bonds of

the

Series

designated

herein,  described

in

the

U.S.

BANK

NATIONAL ASSOCIATION,

as Bond

Registrar

By:

______________

_

Vice

President

Date

of Authentication: December

___J

2018

B-9

CERTIFICATE

OF

VALIDATION

This 2018 Bond is one of a Series	of Bonds which were	validated	by judgment		
					
	Florida, rendered on December 20, 2005.		
Circuit Court in and for Manatee County,			

of

the

LAKEWOOD

RANCH

STEWARDSHIP

DISTRICT

By:

______________

_

Chairman,

Board

of

Supervisors

B-10

[FORM

OF

ASSIGNMENT FOR 2018 BONDS]

The following abbreviations,	when used in the inscription on the face		
		to		
Bond, shall	be construed as though they were written out in full according			
				
regulations.					

of the within 2018 applicable laws or

TEN COM	as tenants in common			
TEN ENT	as tenant by the entireties			
JT TEN as joint tenants with the	right of survivorship and not as tenants in common		
UNIFORM TRANS MIN ACT -	Custodian	under		
				
	Transfers to Minors Act ___	(State)		

Uniform

Additional abbreviations though not in the

may also be above list.

used

For  value  received,	the  undersigned	hereby		
				
__________________	the within		

sells, 2018

assigns Bond and

and	transfers	unto	
all rights thereunder,	

and  hereby	irrevocably  constitutes  and  appoints  ----------~ attorney	
transfer the	said 2018 Bond on the books of the District, with full power of substitution in	

to the

premises.

Dated

this_

day

of

_____

_,

__

_

Social Security

Number

of Employer:

_______

_

Identification

Number

of Transferee:

--------

Signature

guaranteed:

_______

_

NOTICE:	The  assignor's

signature

to

this

Assignment

must

correspond

with

the name

as

it

appears

on

the

face  of

the

within

2018

Bond

in

every particular without or any change whatever.
By: _________	_		

alteration

Authorized

Signatory

B-11

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Matters Relative to the NW Sector

Lakewood Centre &

Projects

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Updated Engineer'sReport (provided under separate cover)

LAKEWOOD RANCH

STEWARDSHIP DISTRICT

Supplemental Assessment Methodology Report

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2019-05

						RESOLUTION 2019-05									
A  RESOLUTION  OF  LAKEWOOD  RANCH  STEWARDSHIP  DISTRICT		
SUPPLEMENTING  ITS  RESOLUTION	2005-16	BY	AUTHORIZING  THE		
												
ISSUANCE	OF	AND	AWARDING  THE  SALE  OF	NOT	EXCEEDING		
$13,500,000	PRINCIPAL	AMOUNT	OF	LAKEWOOD	RANCH		
													
STEWARDSHIP  DISTRICT  SPECIAL			ASSESSMENT  REVENUE  BONDS,		
														
SERIES 2018 (LAKEWOOD CENTRE	&		NW	SECTOR PROJECTS) FOR THE		
															
PURPOSES  DESCRIBED  HEREIN;  DETERMINING  THE  NEED  FOR  A		
NEGOTIATED  SALE  OF  SUCH		BONDS	AND	DELEGATING  TO  THE		
CHAIRMAN OR VICE CHAIRMAN	OF		THE BOARD OF SUPERVISORS	OF		

THE  DISTRICT  SUBJECT  TO  COMPLIANCE  WITH  THE  APPLICABLE		
PROVISIONS HEREOF, THE AUTHORITY TO AWARD THE SALE OF SUCH		
BONDS	TO  MBS  CAPITAL  MARKETS,	LLC   BY	EXECUTING	AND		
DELIVERING	TO	SUCH	UNDERWRITER	A	BOND		PURCHASE		
CONTRACT;  APPROVING  THE  FORM  OF	AND	AUTHORIZING	THE		
						
EXECUTION OF THE TWENTIETH SUPPLEMENTAL TRUST INDENTURE		
AND	APPOINTING	AND	APPROVING	U.S.	BANK	NATIONAL		
													
ASSOCIATION,  AS  THE  TRUSTEE,	BOND	REGISTRAR  AND  PAYING		
														
AGENT THEREUNDER; MAKING CERTAIN FINDINGS; APPROVING THE		
FORM		OF	SAID		BONDS;		APPROVING	THE	FORM		OF	AND		
AUTHORIZING  THE  DISTRIBUTION		OF	THE  PRELIMINARY  LIMITED		
													
OFFERING   MEMORANDUM;   APPROVING   THE   EXECUTION	AND		
				
DELIVERY	OF	A		FINAL		LIMITED	OFFERING	MEMORANDUM;		
APPROVING THE FORM OF	AND	THE	EXECUTION	AND DELIVERY OF A		
											
BOND PURCHASE CONTRACT;	AUTHORIZING CERTAIN OFFICIALS	OF		

LAKEWOOD RANCH	STEWARDSHIP	DISTRICT AND OTHERS TO TAKE		
														
ALL ACTIONS REQUIRED IN CONNECTION	WITH THE ISSUANCE, SALE		
										
AND DELIVERY OF	SAID BONDS	INCLUDING THE EXECUTION OF THE		
																		
CONTINUING	DISCLOSURE		AGREEMENT;	PROVIDING	CERTAIN		
OTHER DETAILS WITH RESPECT	TO SAID BONDS;	AND PROVIDING	AN		

EFFECTIVE

DATE.

WHEREAS, Lakewood Ranch Stewardship	District (the "District") is authorized	by the		

Lakewood Ranch Stewardship District Act, Chapter 2005-338, Laws of Florida, as amended	by		
			
Chapter 2009-263 and Chapter 2018-178, Laws of Florida (collectively the "Act") to issue its bonds		
for the purpose of acquiring and constructing public improvements and community	facilities all		

as

provided

in

the

Act;

and

WHEREAS, the District is authorized by the Act to make payments of principal,	interest,		
			
and premium, if any, with respect to such bonds by levying and collecting	special assessments		
				
on property located within the District and benefited by the assessable improvements	financed		

with

certain

proceeds

of

the

Bonds

(hereinafter defined);

and

26698/010/01408913.DOCXv2

WHEREAS,  the  District  pursuant	to  its  Resolution  2005-16  (the  "First  Resolution")		
			
authorized  the  issuance  of  its  not  exceeding  $4,000,000,000  principal  amount  of its  special		
assessment revenue bonds (the "Bonds") in	separate series for the purposes set forth in said First		

Resolution;

and

WHEREAS, the District now desires to authorize the issuance of and award the sale of its		
Special Assessment Revenue Bonds, Series 2018 (Lakewood Centre & NW Sector Projects)	in a		
principal  amount not exceeding  $13,500,000	(collectively,  the  "2018 Bonds"),  to  approve	the		
				
	and to provide for various other matters relating		
Supplemental Indenture (hereinafter defined)			

to

the

issuance of the

2018 Bonds;

and

WHEREAS,

this Resolution is

supplemental

to the First Resolution;

and

NOW, LAKEWOOD

THEREFORE, BE  IT RESOLVED  BY THE  BOARD		
RANCH STEWARDSHIP DISTRICT,	as follows:		

OF

SUPERVISORS

OF

SECTION

1.

Definitions.

All

words

and

phrases

used

herein

in

capitalized form,

unless

otherwise

defined herein,

shall

have

the

meaning

ascribed to

them

in

the Indenture

(hereinafter

defined).

SECTION

2.

Authorization.

There is

hereby

authorized

to

be

issued

not

exceeding

$13,500,000

principal

amount

of 2018 Bonds.

The

2018 Bonds

shall

be

issued

under

and

secured

by

the

Master

Trust

Indenture

dated

as  of

September

1,

2005  (the  "Master  Indenture"),  as

supplemented

by

that

certain Twentieth

Supplemental

Trust

Indenture dated

as

of December

1,

2018

or

such

other

date

as  is

mutually

agreeable  to

the

District

and

the

Underwriter

(the

"Supplemental

Indenture"),

both

by

and

between

the

District

and

U.S.

Bank

National

Association,

as trustee,  (the "Trustee")  (the Master

Indenture

and the

Supplemental Indenture

referred

to

collectively as

the

"Indenture"). By this reference

the

Indenture

is

incorporated

in

this Resolution

as

if

set

forth

in

full herein.

The proceeds

of

the

2018 Bonds

shall

be

used

for

the

purposes

set

forth

in

the

Supplemental

Indenture

and

the

Bond

Purchase

Contract (hereinafter defined).

SECTION

3.

Approval of Supplemental Indenture

and Authorization

of

Execution and

Delivery

Thereof.

The

Supplemental

Indenture

is

hereby

approved

in

substantially the

form

set

forth

as

part

of Exhibit A hereto

and

the

Chairman

or

the

Vice

Chairman

of

the

Board

are

hereby

authorized and directed to execute and deliver such Indenture on behalf of and in	the	name of		
the District and the Secretary or any Assistant Secretary of the Board is hereby authorized	to attest		
			
such execution, with such additions and deletions therein as may be made and approved by the		
Chairman or the Vice Chairman executing the same, such execution to be conclusive	evidence of		
				
such approval. The Trustee is hereby approved to serve as Trustee, Bond Registrar	and Paying		

Agent

under

such

Indenture.

SECTION 4.	Negotiated Sale.	The Board hereby determines that a negotiated sale of the	
2018 Bonds to the Underwriter is in the best interests	of the District because of prevailing	market		
					
				the		
conditions,  because  delays  caused by soliciting  competitive bids	could  adversely  affect			
District's ability to issue and deliver the 2018 Bonds at presently favorable interest rates,	and		
26698/010/01408913.DOCXv2						

2

because the nature of the security for the 2018		
on the 2018 Bonds requires the participation	of		

Bonds and the sources of payment of an underwriter in structuring the 2018

debt service Bond issue.

SECTION 5. Bond Purchase Contract Approved.	The Board hereby approves	the	Bond	
Purchase  Contract  (the  "Contract")  submitted  by  the  Underwriter	in substantially	the	form	
attached as Exhibit B hereto. The Chairman or Vice Chairman of the	Board is hereby authorized	
to  execute the  Contract and to  deliver  the  Contract to	the Underwriter with	such	changes,	
amendments,  modifications,  omissions and additions  as	may be approved by	the	executing	
Chairman or Vice Chairman; provided,	however, that (i) the principal amount of the 2018 Bonds	
shall not exceed $13,500,000, (ii) the net	interest cost shall not exceed the maximum allowable by	
Florida law, (iii) the 2018 Bonds shall be	subject to optional	redemption no later than May	1, 2033,	
shall have a maturity date no later than May 1, 2050, and shall have a redemption price not	greater	
than 100%,  and  (iv)  the underwriter's	discount shall not exceed two percent (2.00%)	of the	

principal

amount

of

the

2018 Bonds.

Execution

by

the

Chairman

or

Vice

Chairman

of

the

Contract

shall

be

deemed

to

be

conclusive

evidence

of

approval

of

such

changes.

SECTION

6.

Preliminary  Limited  Offering  Memorandum  and  Limited  Offering

Memorandum.

The

District

hereby

approves

the

form

of the Preliminary Limited Offering

Memorandum

submitted

to this

meeting

and

attached

hereto

as Exhibit C

and

authorizes

its

distribution

and

use

in

connection

with

the limited offering for

the

sale

of

the

2018 Bonds.

If

between

the

date hereof

and

the

mailingtheof

Preliminary Limited Offering

Memorandum

it

is

necessary to

make

insertions, modifications and changes to the Preliminary Limited Offering

Memorandum,

the

Chairman

or

Vice

Chairman

is

hereby

authorized

to

approve

such

insertions,

changes

and

modifications,

and,

the

Chairman

or

Vice

Chairman

is

hereby

authorized

to deem

the

Preliminary Limited Offering

Memorandum

"final"

within

the

meaning

of Rule

15c2-12

of

the

Securities

and

Exchange

Commission

(the "Rule")

under

the

Securities Exchange Act

of 1934,

in

the

form

as mailed.

The

preparation

of a final

Limited

Offering

Memorandum

is

hereby

approved

and

the

Chairman

or

Vice

Chairman

is

hereby

authorized

to

execute

such

final Limited Offering

Memorandum

to

be

dated

the

date

of

the

award

of

the

2018 Bonds and,

upon

such

award,

to

deliver the same to the Underwriter for use by it in connection with the sale and distribution	of		
			
the 2018 Bonds. The Limited Offering Memorandum shall	be substantially in the form of the final		
Preliminary Limited Offering	Memorandum,	with such	changes as shall be approved by the		
Chairman or Vice Chairman as necessary to conform to the details of the 2018 Bonds and such		
other insertions,  modifications  and  changes	as may  be	approved by  the  Chairman  or	Vice		
Chairman. The execution and delivery	of the	Limited Offering Memorandum by the Chairman		
								
shall constitute evidence of the approval thereof.  The District hereby authorizes the use of the		
Preliminary Limited Offering	Memorandum	and the Limited Offering Memorandum and the		
information contained therein	in connection with the offering and sale of the 2018 Bonds.				
SECTION 7. Form	of	Bonds.	The 2018 Bonds shall be	in substantially the form as set		
forth in the exhibit to	the	Supplemental Indenture, with such	additions, deletions and	other		
changes  thereto  as  the	officials  of the  Board executing	the 2018  Bonds  shall approve,	such		
approval to be conclusively evidenced by the execution of the 2018 Bonds (by manual or facsimile		
26698/010/01408913.DOCXv2										

3

signature) by such officials. The Board hereby the District seal on the 2018 Bonds.

authorizes

and

approves

the

use

of a facsimile of

SECTION

8.

Continuing Disclosure Agreement.

The

form

and

content

of

the

Continuing

Disclosure	Agreement  (the  "Continuing	Disclosure  Agreement")  relating  to  the  2018  Bonds		
			Chairman or Vice  Chairman and the		
attached	hereto  as Exhibit D  is hereby	approved.  The			
Secretary	or any Assistant Secretary are hereby authorized to execute on behalf of the District the		
Continuing	Disclosure Agreement in substantially the form attached hereto, with such additions,		
deletions,	and other changes as may be necessitated by	applicable law, the Resolution and the		
Contract as	such officers may approve (such approval	to be conclusively evidenced by their		

execution

of

the

Continuing

Disclosure Agreement).

SECTION 9.	Application of 2018 Bond Proceeds.		
applied as provided	in the Supplemental	Indenture.		

Proceeds

of the

2018 Bonds,

shall

be

SECTION 10.	Open Meetings.	It	is hereby found and determined	that all official acts of		
												
this Board concerning	and relating to the issuance, sale, and delivery of the	2018 Bonds, including		
but not limited to adoption of this Resolution, were taken in open meetings of the members	of the		
					
Board and all deliberations of the members of the Board that resulted	in	such official acts	were in		
meetings open to the public, in compliance with	all legal requirements including, but not	limited		
to, the requirement of Florida Statutes,	Section 286.011.											
															
SECTION 11. Other Actions.	The Chairman, the Vice Chairman,	the Secretary and	any		
Assistant Secretary of the District and	Fishkind	& Associates, Inc., as the	District Manager	and		
							
Fishkind & Associates, Inc. as District Financial Consultant, and any authorized	designee	thereof		
							
(collectively,Officers"),the"District	Bryant Miller Olive P.A., as Bond Counsel,	Hopping	Green		
									
& Sams P.A., as General Counsel to the District,	and Stantec Consulting	Services, Inc., as District		
											
Engineer,  are  hereby	authorized	and  directed	to	take  all  actions	necessary	or  desirable	in		
connection with the  issuance  and	delivery of	the	2018  Bonds  and  the	consummation	of	all		
									
transactions in connection therewith. The District Officers are hereby	authorized and directed to		
execute  all necessary  or  desirable  certificates,  documents,  papers,	and	agreements	and		the		
undertaking and fulfillment of all transactions referred to in or contemplated by the Indenture,		
the  Contract,  the  Preliminary  Limited	Offering	Memorandum,	this	Resolution	and		the		

Continuing

Disclosure Agreement.

SECTION 12. Approval of Prior Actions.	All actions taken to date by the members	
of	District in furtherance of the issuance	
Board and the officers, agents, and employeesthe		
Bonds are hereby approved, confirmed and ratified.	

of of

the the

SECTION

13.

Inconsistent Resolutions and Motions.

All

prior

resolutions of the Board

inconsistent	with  the	provisions	
amended  to	conform	with  the	

of this  Resolution are hereby	modified,  supplemented  and	
provisions  herein  contained	and,  except  as  so  modified,	

supplemented and

amended

hereby,

shall

remain

in

full force

and

effect.

26698/010/01408913.DOCXv2

4

SECTION  14.  Engineer's  Report.   The  Board  hereby

approves

of  changes  to

the

Engineer's

Report

previously approved

by

the Board

and

also

authorizes

further

revisions

and

supplements

to

the

[Engineer's Report]

with

respect to

the

marketing

and

sale

of

the

2018 Bonds.

SECTION  15.  Assessment  Methodology  Report.	The  Board  authorizes

further

modifications

and

supplements

to the

[Assessment

Methodology

Report]

previously

approved

by

the

Board to

conform

such

report

to

the

marketing

and

sale

of

the

2018 Bonds.

SECTION  16.  Severability.	If	
Resolution  shall  be  held  to  be  invalid	

any  section,	paragraph,  clause  or	provision	of	this	
or  ineffective	for  any  reason,  the	remainder	of	this	

Resolution

shall continue

in

full force

and

effect,

it

being

expressly

hereby

found

and

declared

that

the

remainder

of

this  Resolution

would

have

been

adopted

despite  the  invalidity

or

ineffectiveness

of

such

section,

paragraph,

clause

or

provision.

[Remainder

of

page

intentionally left blank]

26698/010/01408913.DOCXv2

5

SECTION 17. Effective Date. its adoption.

This

Resolution

shall

become

effective

immediately

upon

ADOPTED

this

2nd

day

of

November,

2018.

LAKEWOOD

RANCH

STEWARDSHIP DISTRICT

[SEAL]
By: _______________

Chairman,

Board of Supervisors

ATTEST:

By: _____________

Secretary

26698/010/01408913.DOCXv2

6

EXHIBIT A

FORM

OF

TWENTIETH SUPPLEMENTAL

INDENTURE

EXHIBITB

FORM OF BOND PURCHASE CONTRACT

EXHIBIT C

FORM

OF PRELIMINARY LIMITED

OFFERING

MEMORANDUM

EXHIBITD

FORM

OF

CONTINUING

DISCLOSURE AGREEMENT

BMODRAFT#l

10/24/18

TWENTIETH

SQPPLEMENTAL

TRUST

INDENTURE

BETWEEN

LAKEWOOD

RANCH

STEWARDSHIP

DISTRICT

AND

U.S.

BANK

NATIONAL

ASSOCIATION,

AS TRUSTEE

Dated

as

of

December

1, 2018

securing

$[

____

]

Lakewood

Ranch

Stewardship

District

Special

Assessment

Revenue

Bonds,

Series 2018

(Lakewood Centre

&

NW

Sector

Projects)

TABLE OF

CONTENTS

This Table of deemed a part of the

Contents is incorporated herein for ease of reference Twentieth Supplemental Trust Indenture.

only

and

shall

not

be

ARTICLE I

DEFINITIONS

........................................................................................................................... 3

Section

101.

Definitions

........................................................................................................... 3

ARTICLE

II

AUTHORIZATION,

ISSUANCE

AND

PROVISIONS

OF

THE

2018 BONDS	10

Section 201.	Authorization of 2018	Bonds ..........................................................................	
Section 202.	Terms of 2018 Bonds ........................................................................................		
Section 203.	Dating; Interest Accrual ..................................................................................	

Section 204.	Denomination ...................................................................................................		
Section 205.	Paying Agent .....................................................................................................		
Section 206.	Bond Registrar ..................................................................................................		
Section 207.	Conditions Precedent to Issuance of the 2018	Bonds ................................	
Section 208.	Continuing Disclosure ....................................................................................		
ARTICLE III REDEMPTION OF 2018 BONDS .........................................................................................		
Section 301.	2018 Bonds Subject to Redemption and Purchase .....................................	

10 11 12 12 12 12 12 13 14 14

ARTICLE

IV

DEPOSIT

OF

2018

BOND

PROCEEDS

AND

APPLICATION

THEREOF;

Section

Section

Section

Section

Section

Section

Section

ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF .............................	
401.	Establishment of Accounts .............................................................................	
402.	Use	of 2018 Bond Proceeds .............................................................................	
403.	2018	Acquisition and Construction Account.. .............................................	
404.	2018 Costs of Issuance Account .....................................................................	
405.	2018	Reserve Account ......................................................................................	
406.	Application of Prepayment Principal.. .........................................................	
407.	Tax Covenants and Rebate Accounts ...........................................................	

14 14 14 15 15 15 17 17

Section

408.

Establishment

of

2018

Revenue

Account

in

Revenue

Fund;

Application of Revenues and Investment Earnings ..................................

ARTICLE V COVENANTS AND DESIGNATIONS OF THE DISTRICT ....................................................

Section 501.   Provision Relating to Bankruptcy or Insolvency of Landowner .............

17 19 19

Section

Section

502. 503.

Collection of Series 2018 Assessments	21

No Parity Bonds; Limitation on Additional Bonds	21

i

Section

504.

Covenant With Regard to Enforcement and Collection of

Delinquent Assessments	22

ARTICLE VI

MISCELLANEOUS

PROVISIONS

........................................................................................

22

Section

601.

Additional

Events

of

Default

and

Remedies

.............................................. 22

Section 602.

Section 603.

Foreclosure of Assessment Lien	23

Interpretation of Twentieth Supplemental Indenture	23

Section 604.

Section 605.

Section 606.

Section 607.

Section 608.

Amendments	23

Counterparts	24

Appendices and Exhibits	24

Payment Dates	24

No Rights Conferred on Others	24

Section

609.

Use

of

2018

Acquisition

and

Construction Account

Moneys and

	Other Trust Funds ............................................................................................			
Section 610.	Bond Year...........................................................................................................			
ARTICLE VII THE TRUSTEE; THE PAYING AGENT AND BOND REGISTRAR	.....................................		

24 24 24

Section

701.

Acceptance

of

Trust.

......................................................................................... 24

Section

Section

Section

702. 703. 704.

Trustee's Duties	24

Brokerage Confirmations	24

Assignment of District's Rights under Collateral Assignment

Agreement	25

Section

705.

Patriot

Act

Requirements

of

Trustee

............................................................

25

Exhibit

Exhibit

"A" "B"

Description of Lakewood Centre

Form of 2018 Bonds

&

NW

Sector Projects

ii

TWENTIETH SUPPLEMENTAL TRUST INDENTURE

THIS	TWENTIETH   SUPPLEMENTAL		
Supplemental	Indenture")  dated  as  of  December		
STEWARDSHIP DISTRICT, (the "District")	and		

TRUST INDENTURE (the "Twentieth 1, 2018, between LAKEWOOD RANCH

U.S. BANK NATIONAL ASSOCIATION,

trustee

(the "Trustee"),

a

national

banking

association

authorized

to

accept

and

execute trusts of

the

character

herein

set

out

within

the

State of Florida.

WHEREAS,  the  District  has  entered  into  a  Master	Trust  Indenture	dated  as  of		
September 1, 2005 (the "Master Indenture") (herein together with this Twentieth	Supplemental		
				
Trust Indenture,  collectively  referred  to  as  the  "Indenture")	with the  Trustee  to  secure  the		
issuance of its Lakewood Ranch Stewardship District Special Assessment Revenue	Bonds (the		
			
"Bonds"), issuable in one or more Series from time to time; and					

WHEREAS, pursuant to Resolution No. 2005-16 adopted		
District on August 23, 2005 (the "Bond Resolution"), the District		
not exceeding $4,000,000,000 of its Bonds and authorized	the		
			
Master Indenture to secure the issuance of the Bonds; and			

by the Governing Body of the has authorized the issuance of execution and delivery of the

WHEREAS,

the

Bonds

were

validated

by

the

Circuit

Court

of

the

Twelfth Judicial

Circuit  of	the  State  of  Florida	in  and  for  Manatee  County,  Florida  in  a	
Validating  Bonds  rendered  on	December  20,  2005,	and	the	appeal  period	
judgment	has expired with no appeal being taken; and				

Final	Judgment	
from	such  final	

WHEREAS, the Governing Body of the District has duly adopted	resolutions, defining		
				
assessable property to be benefitted by the Lakewood Centre & NW Sector Projects (hereinafter		
defined), defining the portion of the Cost of the Lakewood Centre & NW	Sector Projects with		
respect to which Series 2018 Assessments (hereinafter defined) will be imposed and the manner		
in which such Series 2018 Assessments shall be levied against such benefited property within		
the District, and the Governing Body of the District	has duly adopted	a resolution to fix and		
						
establish	the	Series  2018  Assessments	and	the	benefited	property	(the   "Assessment		

Resolution");

and

WHEREAS, pursuant to the Bond Resolution, as supplemented by Resolution No. 2019-		
05  adopted	by	the  Governing  Body  of  the  District  on November  2,  2018,  the  District  has		
authorized	the	issuance, sale and delivery of its $[ _____] Lakewood Ranch	Stewardship		
District  Special  Assessment	Revenue	Bonds,  Series  2018  (Lakewood  Centre	&  NW  Sector		
				authorized the		
Projects) (the "2018 Bonds") as a Series of Bonds under the Master Indenture and			
execution and deliverythisof	Twentieth Supplemental Indenture to secure the issuance of the		
2018 Bonds for	the principal purpose	of acquiring and constructing the	Lakewood Centre & NW		
Sector Projects;	and								
WHEREAS,  the District will	apply  the  proceeds  of the 2018	Bonds  to:	(i)  finance  [ a		
						theof		Lakewood		
portion of] the Cost of the acquisition, construction, installation and equipping				
Centre & NW	Sector Projects; (ii) pay	certain costs  associated with	the issuance of the  2018		

1

Bonds; (iii) pay the interest to become due on the 2018		
2019];	and (iv) fund the 2018 Reserve Account;	and		

Bonds

on

[May 1, 2019

and

November

1,

	WHEREAS,  the  execution  and  delivery  of  the  2018  Bonds  and	of  this	Twentieth	
Supplemental Trust Indenture have been	duly authorized by the Governing Body of	the District	
and	all  things  necessary  to  make  the	2018  Bonds,  when  executed  by	the  District  and	

authenticated

by

the

Trustee,

valid

and

binding

legal obligations

of

the

District

and

to

make

this

Twentieth

Supplemental

Indenture

a  valid

and

binding

agreement  and,  together

with

the

Master

Indenture,

a valid

and

binding

lien

on

the 2018 (asTrust Estate

hereinafter

defined)

have

been

done.

NOW

THEREFORE, KNOW ALL

MEN

BY

THESE PRESENTS, THIS TWENTIETH

SUPPLEMENTAL TRUST INDENTURE WITNESSETH:

That

the

District,

in

consideration of

the

premises, the

acceptance

by

the

Trustee

of

the

trusts

hereby

created,

the

mutual

covenants herein contained,

the

purchase

and acceptance of

the

2018  Bonds

by

the

purchaser

or

purchasers

thereof  and

other

good

and

valuable

consideration,  receipt of

which

is

hereby

acknowledged,

and

in

order

to

further

secure

the

payment

of

the

principal

and

Redemption

Price (as defined

in the

Master

Indenture)

of

and

interest on,

all 2018 Bonds Outstanding (as

defined

in

the

Master

Indenture)

from

time

to time,

according to their

tenor and

effect,

and

such

other

payments

required

to

be

made

under the

Master

Indenture

or

hereunder,

and

to

further

secure

the

observance

and

performance

by

the

District

of

all the covenants, expressed

or

implied

in

the

Master

Indenture,

in

this

Twentieth

Supplemental

Indenture

and

in the

2018 Bonds:

(a)

has

executed

and

delivered this

Twentieth

Supplemental Indenture

and

(b)

does hereby,

in

confirmation

of

the

Master

Indenture,

grant

bargain, sell, convey, transfer, assign

and

pledge

unto

the

Trustee,

and

unto

its

successors

in

interest

the

trusts

under

the

Master

Indenture,

and

to

them

and

their successors and assigns

forever,  all right, title

and

interest of

the

District, in, to

and

under,

subject to

the

terms

and

conditions

of

the

Master

Indenture

and

the

provisions

of

the

Master

Indenture

pertaining

to

the

application thereof for

or

to

the

purposes

and

on

the

terms

set

forth

in

the

Master

Indenture,

the

revenues

derived

by

the

District

from

the

Series 2018 Assessments levied

and

imposed

pursuant

to

the

Assessment

Resolution  as

the

same

may

be

amended

from

time  to

time

(the	"2018	

Pledged Revenues") and the Funds and Accounts (except for the 2018 Rebate Account and the		
2018 Costs	of Issuance Account) established hereby  (the "2018 Pledged	Funds")	which shall		
					
comprise a	part of the Trust Estate securing only the 2018 Bonds, (the "2018	Trust Estate");		

TO

HA

VE

AND

TO HOLD

all

the

same

by

the

Master

Indenture

and

hereby

granted,

bargained, sold, conveyed, transferred,	assigned and pledged, or agreed		
			
the Trustee and its successors in trust and to it and its assigns forever;		

or

intended

so to be, to

IN

TRUST NEVERTHELESS,

except as

in

each

such

case

may

otherwise

be

provided

in

the

Master

Indenture

or

hereby, for

the

equal

and

proportionate

benefit, security

and

protection

of all

and

singular

the

present

and

future

Owners

of

the

2018 Bonds

issued

or

to

be

issued

under

and

secured

by

this

Twentieth

Supplemental

Indenture,

without

preference,

priority

or

2

distinction as to lien or otherwise, of any priority in their issue, sale or execution;

2018

Bond

over

any

other

2018

Bond

by

reason

of

	PROVIDED HOWEVER,  that if the District, its successors or	assigns, shall well	
duly	pay,  or	cause to be	paid, or make	due	provision for  the payment of the principal	
Redemption	Price of the	2018 Bonds or	any	2018 Bond secured and	Outstanding under	

and and this

Twentieth

Supplemental

Indenture

and

the

interest

due

or

to

become

due

thereon,

at

the

times

and

in

the

manner

mentioned

in

the

2018 Bonds and this

Twentieth

Supplemental

Indenture,

according to the

true

intent

and

meaning

thereof, and shall well

and

truly keep,

perform

and

observe

all

the

covenants

and

conditions

pursuant

to

the

terms

of

the

Master

Indenture

and this

Twentieth

Supplemental

Indenture

to

be

kept,

performed

and

observed

by

it,

and

shall

pay

or

cause

to

be

paid

to

the

Trustee

all

sums

of

money

due

or

to

become

due

to

it

in

accordance

with

the

terms

and

provisions

of

the Master

Indenture

and

this

Twentieth

Supplemental

Indenture,

then

upon

such

final

payments,

this

Twentieth

Supplemental

Indenture

and

the

rights

hereby

granted

shall  cease

and

terminate,

with

respect  to  all  2018  Bonds

or

any

2018  Bond  of  a

particular

maturity,

otherwise

this

Twentieth

Supplemental

Indenture

shall

remain

in

full force

and

effect;

it

THIS TWENTIETH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH,	and		
			
is expressly  declared,  that all 2018 Bonds issued and secured hereunder are to be issued,		

authenticated

and

delivered

and

all

of

the

rights

and

property

pledged

to

the

payment

thereof

are

to

be

dealt

with

and

disposed

of

under,

upon  and

subject  to

the

terms,  conditions,

stipulations,  covenants,  agreements,	trusts,  uses  and  purposes  as	in  the  Master	Indenture		
								
(except  as	amended  directly  or  by	implication by  this	Twentieth	Supplemental	Indenture),		
including	this Twentieth Supplemental Indenture, expressed, and the	District has	agreed and		
covenanted,  and does hereby agree	and covenant, with	the Trustee	and with the	respective		
Owners, from time to time, of the 2018 Bonds, as follows:							
		ARTICLE I							
		DEFINITIONS							

Section 101.	Definitions.	All terms used herein		
are used with the same meaning herein unless the context		
used herein that are	defined in the	Master Indenture	are		

that are defined in the recitals hereto clearly requires otherwise. All terms used with the same meaning herein

(including

the

use

of

such

terms

in

the

recitals hereto

and

the

granting

clauses hereof)

unless

(i)

expressly given a different

meaning herein

or

(ii)

the

context clearly requires otherwise.

In

addition, unless the context clearly requires otherwise,

the

following

terms

used

herein

shall

have

the

following meanings:

"2018

Investment

Obligations"

shall

mean

and

include

any

of

the

following securities,

in addition to Investment Obligations as defined in the Master Indenture, the same are at the time legal investments for funds of the District:

if

and

to the extent

(A)

Government

Obligations;

3

(B) Association

obligations  of  any  of	the	following	agencies:		
						
(including  participation	certificates	issued	by		

Government National Mortgage

such  Association);  Fannie  Mae

(including

participation certificates

issued

by

Fannie Mae);

Federal

Home

Loan

Banks; Federal

Farm Credit Banks; Tennessee  Valley  Authority;	Rural Economic	
Administration  (formerly  the  Farmers  Home	Administration);	

Community Development

Student  Loan  Marketing

Association;

Federal Home

Loan Mortgage Corporation;

and

(C) S&P;

commercial

paper

rated

in

the

two

highest

rating categories

by

both

Moody's

	(D)	obligations of	any	state of	
constituted	authority	thereof	the	interest	
under	Section 103 of	the Code and rated	

the on in

United States or political subdivision thereof or	
which	is	exempt from	federal  income	taxation	
one of	the	two highest	rating categories	by both	

Moody's

and S&P;

(E)	both (A) shares of a diversified	open-end management investment company (as	
defined	in	the  Investment  Company  Act  of	1940)  or  a  regulated  investment	company  (as	
defined	in	Section 851(a) of the Code) that is a money market fund that is rated	in the highest	
rating category for such funds by Moody's or S&P, and (B)  shares of money market mutual	

funds

that

invest

only

in

Government Obligations

and

repurchase

agreements

secured

by

such

obligations,  which

funds

are

rated

in

the

two

highest

rating

categories  for

such

funds

by

Moody's or S&P;

(F)

repurchase

agreements,

which

will

be

collateralized

at  the

onset  of  the

repurchase

agreement

of

at

least 103%

marked

to

market

weekly

by

the

Holder

of

the

Collateral

(as

defined

below)

with

collateral

with

a

domestic

or

foreign

bank

or

corporation

(other

than

life

or

property

casualty insurance  company)  the

long-term

debt

of which,  or,

in

the  case  of a

financial

guaranty

insurance company,

claims

paying

ability,

of

the

guarantor

is

rated

at

least

"AA"

by

S&P

and

"Aa"

by

Moody's

provided

that

the

repurchase

agreement

shall provide that

if

during

its

term

the

provider's

rating

by

either S&P

or

Moody's

falls below "AA-"

or

"Aa3,"

respectively,

the

provider

shall immediately notify

the

District

and

the

Trustee

and

the

provider

shall

at

its

option,

within

ten

(10)

Business Days

of receipt of publication

of such

downgrade,

either (A)

maintain

Collateral at levels, sufficient to

maintain

an

"AA"

rated

investment

from

S&P

and

an

"Aa"

rated

investment

from

Moody's,

or

(B)

repurchase

all collateral

and

terminate

the

repurchase  agreement.   Further, if the

provider's rating

by

either S&P

or

Moody's falls

below "A-"

or

"A3," respectively,

the

provider

must immediately notify

the

District

and

the

Trustee and,

at

the

direction

of

the

District

through

the

Trustee,

within ten

(10)

Business Days,

either

(1)

maintain

collateral

at

levels

sufficient to

maintain

an"

AA"

rated

investment

from

S&P

and

an

"Aa"

rated

investment

from Moody's,

or

(2)

repurchase

all collateral

and

terminate

the

repurchase

agreement

without

penalty.

In

the

event

the

provider

has

not

satisfied

the

above

conditions

within

ten

(10)

Business Daystheof

date

such

conditions apply,

then

the

repurchase

agreement

shall

provide

that

the Trustee

shall

be

entitled

to,

and

in

such

event,

the

Trustee shall

withdraw

the

entire

amount

invested

plus

accrued

interest

within

ten

(10)

Business Days.

Any

4

repurchase contain the

agreement entered into pursuant following additional provisions:

to this

Twentieth

Supplemental

Indenture

shall

Failure to	maintain the	requisite collateral	percentage	will require		
Trustee to liquidate the collateral as provided	above;			

the

District

or

the

The

Holder

of

the

Collateral,  as  hereinafter  defined,  shall

have

possession

of

the

collateral  or  the  collateral  shall	have	been  transferred  to	the	Holder  of	
accordance  with  applicable  state	and	federal  laws  (other	than	by  means	
transferor's books);					

the of

Collateral, entries on

in the

The  repurchase	agreement  shall  state  and  an  opm10n	of  counsel	in  form  and  in		
substance satisfactory to	the District shall be rendered that the Holder of the	Collateral has a		
perfected	first  priority  security  interest  in  the  collateral,  any	substituted  collateral  and  all		
proceeds	thereof (in the	case of bearer securities, this means the	Holder of the Collateral is in		
possession);						
The repurchase agreement shall be a	"repurchase agreement" as defined in the United		
States Bankruptcy Code	and, if the provider	is a domestic bank, a "qualified financial contract"		
						
as  defined  in  the  Financial  Institutions  Reform,  Recovery  and  Enforcement  Act  of  1989		
("FIRREA") and such bank is subject to FIRREA;				

The	repurchase	
agreement	shall require	
long-term debt rating;	

transaction shall be the provider to give

in the written

form of notice to

a written agreement, and the Trustee of any change

such in its

The District or its involved in the repurchase

designee shall transaction;

represent

that

it

has  no

knowledge

of

any

fraud

The District and the Trustee shall addressed to the District and the Trustee

receive the opinion of counsel (which opinion shall be and shall be in form and substance satisfactory to the

District

and

the

Trustee)

that

such

repurchase

agreement

complies

with

the

terms

of

this section

and

is legal,

valid,

binding

and

enforceable

upon

the

provider

in

accordance

with

its terms;

The

term

of

the

repurchase

agreement

shall

be

no

longer

than

ten

years;

The interest with frequently than quarterly;

respect  to

the

repurchase

transaction

shall

be

payable  no

less

The repurchase	agreement shall provide	
penalty at	any time, or	from time to time, for	
Twentieth	Supplemental Indenture;	

that the Trustee may withdraw funds without any purpose permitted or required under this

Any

repurchase

agreement

shall

provide

that  a  perfected  security  interest

in

such

investments

is created for

the

benefit

of

the

Beneficial

Owners

under the

Uniform Commercial

5

Code of Florida, or book-et seq. are created for the

entry procedures prescribed at 31 C.F.R. 306.1 et seq. benefit of the Beneficial Owners; and

or

31 C.F.R. 350.0

The collateral delivered or transferred to the	Trustee, or a third-party acceptable to,	and		
acting solely as agent for,	the Trustee (the "Holder	of the Collateral") shall be	delivered	and		
						
transferred	in	compliance with applicable state and federal laws (other	than by means of entries		
on provider's	books) free	and clear of any third-party liens or claims	pursuant	to a custodial		
							
agreement	subject  to  the	prior	written	approval	of  the  Majority  Owners.	The  custodial		
agreement	shall provide that the	Trustee	must have	disposition or controlofover the collateral		
the repurchase agreement, irrespective of	an event of default by the provider of such repurchase		
agreement.											

If such of the Trustee Trustee in its

investments are held by a third-party, they shall be held as	agent for the benefit	
as fiduciary for the	Beneficial Owners and not as agent for	the bank	serving as	
commercial capacity	or any other party and shall be segregated from	securities	

owned

generally

by

such

third

party

or bank;

(G)

any

other

investment approved

in

writing

by

the

Majority Owners;

(H)

bonds,

notes

and

other

debt

obligations

of

any

corporation

organized

under

the

laws

of

the

United

States,

any

state

or

organized

territorytheof

United

States

or

the

District of

Columbia, if Moody's and

such S&P

obligations or in one of

are the

rated in one of the three highest rating categories
two highest categories by either S&P or Moody's;	and		

by

both

(I)	investment	agreements  with  a  bank,  insurance  company	or  other	financial		
institution,	or the subsidiary of a bank, insurance company or other financial institution if the		
parent  guarantees  the  investment  agreement,  which	bank,  insurance	company,	financial		
					
institution	or  parent has	an unsecured,  uninsured  and	unguaranteed  obligation  (or  claims-		

paying

ability)

rated

in

the

highest

short-term

rating

category

by

Moody's

or

S&P

(if

the

term

of

such

agreement

does

not

exceed 365 days),

or

has

an

unsecured,

uninsured

and

unguaranteed

obligation

(or claims

paying

ability)

rated

by

Aa2

or

better

by

Moody's

and

AA

or

better

by

S&P

or

Fitch Ratings,

respectively

(if

the

term

of

such

agreement

is more

than

365 days)

or

is

the

lead

bank

of  a

parent

bank

holding

company

with

an

uninsured,

unsecured

and

unguaranteed

obligation

of

the

aforesaid ratings,

provided:

(1)	interest is paid	on	any date interest is	due on the 2018		
frequently	than	quarterly)  at a fixed rate (subject to	adjustments	for		
						
required by the	Code) during	the	entire term of the agreement;			

Bonds (not more yield restrictions

(2) premium,

or

moneys invested thereunder charge upon not more than two

may  be  withdrawn  without

(2) Business Days' notice unless

penalty, otherwise

specified

in

this

Twentieth

Supplemental

Indenture;

made

(3)	the	same guaranteed	interest rate will		
to restore the account to its required	amount;		

be

paid

on

any

future

deposits

6

(4) enforceable

the Trustee receives an obligation of such insurance

opinion of	counsel  that	
company,	bank, financial	

such agreement is an institution or parent;

	(5)	in the	event of a suspension, withdrawal, or downgrade below Aa3, AA-	
or	AA- by	Moody's,	S&P or Fitch Ratings, respectively, the provider	shall notify	the	
Trustee within five (5) Business Days of such downgrade event and the	provider shall at	
its option, within ten	(10) Business Days after notice is given to the Trustee take any	one	
of	the following actions:			

(i)	collateralize  the	agreement	at  levels,		
						
"AA" rated investment from S&P and an "Aa2"	from		
market approach, or					

sufficient	to  maintain  an	
Moody's	with a market to	

(ii)

assign the agreement to

another

provider,

as long as

the

minimum

rating criteria of "AA" rated investment		
with a market to market approach;	or		

from

S&P

and

an

"Aa2"

from

Moody's

	(iii)	have the agreement guaranteed by a provider which results	in a		
minimum	rating criteria of an "AA" rated investment from S&P or Fitch and an		
"Aa2"	from Moody's with a market to market approach;	or			

(iv)

repay

all

amounts

due

and

owing

under

the

agreement.

(6) within three shall provide plus accrued

In the event the provider has	not satisfied	any		
				
(3) Business Days of the date	such conditions		
that the Trustee shall be entitled to withdraw		
interest without penalty or premium.			

one of	the above conditions	
apply,	then the agreement	
the entire amount invested	

(J)	the  Local	Government  Surplus  Funds	Trust  Fund  as  described	in  Florida	
Statutes, Section 218.405	or the corresponding provisions of subsequent laws provided that such	
fund is rated	at least "AA" by S&P (without regard to	gradation) or at least "Aa"	by Moody's	

(without

regard

to

gradation);

and

(K)

other

investments

permitted

by

Florida law.

Under  all  circumstances,  the  Trustee  shall	be	entitled	
investment directed by an Authorized Officer of the District is	
and islegal	investment of funds of the District.			

to conclusively permitted under

rely the

that any Indenture

"2018

Reserve Account Requirement"

shall

mean,

as calculated from time to time, as of

any date of Requirement,

calculation, [fifty which as of the date

percent  (50%)]

of issuancetheof

of	the  Maximum  Annual
2018 Bonds is $_____

_

Debt

Service

the

11	Assessment Interest"		
			
District which is pledged to		

shall mean the interest on the 2018 Bonds, other than

Series 2018

Delinquent

Assessments received Assessment Interest.

by

7

11	Assessment Principal" shall mean the		
			
received	by the District which are pledged to the		

principal amount 2018 Bonds, other

of Series 2018 Assessments than Delinquent Assessment

Principal

and

Prepayment

Principal.

11	Assessment Proceedings" shall mean		
			
establishment, levy and collection of the Series		

the proceedings of 2018 Assessments.

the

District

with

respect to

the

"Beneficial Owner" shall federal income tax purposes.

mean

the

owners

from  time to

time

of

the

2018 Bonds for

201

"Bond Depository" shall mean the securities hereof, which may be the District.

depository from

time

to

time

under

Section

"Bond  Participant"  shall	
institutions	from time to time for	
depository.		

mean which

those broker-dealers, banks and other the Bond Depository holds 2018 Bonds as

financial securities

"Collateral Assignment Agreement" shall mean Assumption of Development and Contract Rights Relating Sector Projects between the District and the Landowner dated

the	Collateral  Assignment	
to	the  Lakewood  Centre	&	
December __, 2018.		

and NW

"Completion Landowner and the

Agreement"  shall  mean  the  agreement	or  agreements  between	the	
District  pursuant  to  which,  among  other	matters,  the  Landowner	has	

agreed

to

provide

funds

to

pay

all Costs

of

the

Lakewood

Centre

&

NW

Sector

Projects

not

paid

for

by

the

District from proceeds

of

the

2018 Bonds

or

prior

or

future

Bonds issued

by

the

District.

"Continuing  Disclosure  Agreement"

means

the

Continuing

Disclosure

Agreement

executed

and

delivered

in

connection

with

the

issuance

of

the

2018 Bonds

and

as

amended

from

time

to

time

in

accordance

with

the

terms

thereof.

"Date

of

Completion"

with

respect to

the

Lakewood

Centre

&

NW

Sector Projects shall

mean:

either

(a)

the

date

upon

which

the

Lakewood

Centre

&

NW

Sector Projects

and

all

components

thereof

have

been

acquired

or

constructed

and

are  capable  of

performing

the

functions for

which

they

were

intended,

as

evidenced

by

a certificate

of

the

District Engineer

filed

with

the

Trustee

and

the

District;

or

(b)

the

date

on

which

the

District determines,

upon

the

recommendation

of

or

consultation

with

the

District  Engineer,

that

it cannot

complete

the

Lakewood

Centre

&

NW

Sector Projects

in

a

sound

and

economical

manner

within

a reasonable

period

of

time

as

evidenced

by

a certificate

of

the

District Engineer filed

with

the

Trustee

and

the

District;

provided

that

in

each case

such

certificate

of

the

District Engineer shall set forth

the

amount

of

all Costs

of

such

Lakewood

Centre

&

NW

Sector Projects

which

has

theretofore

been

incurred,

but

which

on

the Date

of

Completion

is

or

will

be

unpaid

or

unreimbursed.

In

the

absence

of

its

receipt

of

such

certifications,

the

Trustee

may

assume

the

Date

of

Completion

has

not

occurred.

8

"Delinquent Assessment Interest"		
received by the District which is pledged	to		
			
the date on which such Assessment	Interest		

shall mean the interest on Series 2018 the 2018 Bonds and deposited with the has become due and payable.

Assessments

Trustee after

"Delinquent Assessment Principal"	shall mean	the principal amount	of Series 2018		
					
Assessments received by the District which are pledged	to the 2018 Bonds and	deposited with		
the Trustee after the date on which such Assessment Principal has become due and payable.		

"District Manager" shall assigns.

mean

Fishkind

&

Associates,  Inc.,  and  its  successors

and

"DTC" shall mean successors and assigns.

The

Depository

Trust

Company,  New

York,

New

York,  and  its

"Interest Payment Date"

shall

mean

each

May

1 and

November

1,

commencing

[May 1,

2019].

"Lakewood Centre &

NW

Sector Projects" shall

mean

the projects identified  as

the

Lakewood

Centre

&

NW

Sector Projects

and

more

particularly described

in

Exhibit A hereto.

"Landowner" shall mean any successor or assign thereof.

[SMR North

70, LLC],

a

Florida limited

liability

company,

or

"Landowner True

Up

Agreement"

shall

mean

that

document

or

documents

pursuant

to

which the Landowner agrees to

pay

any

"debt

reduction

payments"

required

pursuant

to

the

Assessment

Proceedings

as

it

pertains

to

the

lands

owned

by

the

Landowner.

"Majority Owners" shall in Outstanding principal amount

mean of the

the Beneficial Owners of

Outstanding 2018 Bonds.

more

than

fifty

percent

(50%)

"Master Acquisition  Agreement"	shall	mean	any	document,		
							
amendments thereto, pursuant to which the Landowner	conveys to the		

including any and District any portion

all of

the

Lakewood

Centre

&

NW

Sector Projects.

"Nominee" shall mean the	
Depository,  as	determined  from	
Indenture.		

nominee time to

of the Bond Depository, time pursuant to this

which may be the Bond Twentieth Supplemental

"Participating Underwriter" shall Disclosure Agreement.

have

the

meaning

ascribed to

it

in

the

Continuing

"Prepayment Principal" shall mean the excess amount (identified by the District as such	
in writing to the Trustee) of Assessment Principal received by the District over the Assessment	
Principal  then  due,  but  shall  not  include  Delinquent  Assessment  Principal.	Prepayment	

Principal

shall

not

include

the proceeds

of

any

refunding

bonds.

9

"Series  2018  Assessments"  shall	mean  the  non-ad  valorem	
including  the  interest  thereon	designated	as  pledged  to  secure  the	
Assessment Proceedings.			

special assessments 2018 Bonds in the

"Substantially Absorbed"

shall

mean the

date

on

which

the principal

amount

of

the

Series  2018  Assessments

equaling

at

least

ninety

percent

(90%)  of

the

then

Outstanding

principal amount of the Series 2018 Bonds are levied on	tax parcels within the	District with		
respect to which a certificate of occupancy has	been issued	for a structure thereon.	Satisfaction		
					
of the foregoing definition shall be evidenced by the delivery by the District to the Trustee of a		
written certificate  of the  District Manager  to	such effect	and upon which the	Trustee  may		
conclusively rely.					

All words	and terms importing the	
import the plural	number and vice versa.	

singular

number

shall,

where

the

context requires,

ARTICLE

II

AUTHORIZATION,

ISSUANCE

AND

PROVISIONS

OF

THE

2018

BONDS

Section 201.

Authorization

of 2018

Bonds.

The 2018 Bonds

are

hereby

authorized

to

be issued in the aggregate principal amount of $[ _____] for the purposes	enumerated		
				
the recitals hereto.  The 2018 Bonds shall be substantially in the form set forth as Exhibit "B"		
this Twentieth Supplemental Indenture.  Each 2018 Bond shall bear the designation	"2018-		

in to R"

and

numbered

consecutively

from

1

upwards.

The 2018 Bonds shall be initially registered 2018 Bond for each maturity

issued in the form of of 2018 Bonds. Upon

a separate single certificated fully initial issuance, the ownership of

such

2018

Bond

shall

be

registered

in

the

registration books

kept

by

the

Bond

Registrar

in

the

name

of Cede

&

Co., as

Nominee

of The

Depository

Trust

Company,

New

York,

New

York

("DTC"),

the

initial

Bond

Depository.	Except  as

provided

in

this  Section  201,  all  of

the

Outstanding 2018 Bonds shall in the name of Cede & Co., as

be registered in the Nominee of DTC.

registration

books

kept

by

the

Bond

Registrar

With	respect  to  2018  Bonds  registered	in  the  registration  books	
Registrar	in	the name of Cede & Co., as Nominee of DTC, the District, the	
Registrar	and the Paying Agent shall have no	responsibility or obligation	

kept  by	the	
Trustee, the	
to any	such	

Bond

Bond

Bond

Participant

or

to

any

Beneficial

Owner.

Without

limiting

the

immediately

preceding

sentence,

the

District,

the Trustee,

the

Bond

Registrar

and

the

Paying

Agent

shall

have

no

responsibility

or

obligation

with respect

to

(i)

the

accuracy of the records of DTC, Cede

&

Co.

or

any

Bond

Participant

with

respect to

any

ownership

interest

in

the 2018 Bonds, (ii)

the

delivery to

any

Bond

Participant

or

any

other

person other

than

an

Owner,

as

shown

in

the

registration

books

kept

by

the

Bond

Registrar,

of

any

notice

with

respect to

the 2018 Bonds,

including

any

notice of

redemption,

or

(iii)

the

payment

to

any

Bond Participant

or

any

other

person, other

than

an

Owner,

as

shown

in

the

registration books

kept

by

the

Bond

Registrar,

of

any

amount

with

respect

to principal of,

premium,

if any,

or

interest

on

the 2018 Bonds.  The District, the Trustee,

10

the Bond Registrar and the Paying	Agent may treat	and	consider the person in whose	name		
each	2018 Bond is registered in the registration books	kept by the Bond Registrar as the absolute		
owner of	such	2018 Bond for the purpose of payment of principal, premium and interest with		
respect to	such	2018 Bond, for the purpose of giving notices of redemption and other matters		
with	respect to	such 2018 Bond, for the purpose of registering transfers with respect to	such		
2018 Bond, and for all	other purposes whatsoever.  The Paying Agent shall pay all principal	of,		
				
premium,	if	any,  and	interest on the 2018 Bonds only to	or upon the order of the respective		
Owners,  as	shown in	the	registration books kept	by the	Bond Registrar,  or their respective		
attorneys	duly	authorized	in writing, as provided	herein	and all such payment shall be	valid		
and effective to fully satisfy and discharge the District's obligations with respect to payment	of		
	so		
principal of,	premium, if any, and interest on the 2018	Bonds to the extent of the sum or sums			
paid.	No	person other than an Owner, as shown	in the registration books kept by the	Bond		
Registrar, shall receive a certificated	2018 Bond evidencing	the obligation of the District to	make		
								
payments	of principal, premium, if	any, and interest	pursuant to the provisions hereof.	Upon		

delivery

by

DTC  to

the

District of

written

notice  to

the

effect

that

DTC has

determined

to

substitute a new Nominee in place respect to Record Dates, the words shall refer to such new Nominee of promptly deliver a copy of the same

of Cede &	Co., and subject to the provisions	therein with		
"Cede	&	Co." in this  Twentieth Supplemental	Indenture		
					
DTC;	and upon receipt of such a notice the	District shall		
to the Trustee, Bond Registrar and the Paying	Agent.		

Upon receipt by the Trustee or the District of written	notice from DTC:  (i) confirming		
that DTC has received	written notice from the District to the	effect that a continuation of the		
requirement that all of	the Outstanding 2018 Bonds be registered in the registration books kept		
by the Bond Registrar in the name of Cede & Co., as Nominee	of DTC, is not in the best interest		
of the Beneficial Owners of the 2018 Bonds or (ii) to the effect that DTC is unable or unwilling	to		
			
discharge  its  responsibilities  and  no  substitute  Bond  Depository  willing  to  undertake	the		

functions

of DTC

hereunder

can

be

found

which

is willing

and

able to

undertake

such

functions

upon

reasonable

and

customary

terms, the 2018

Bonds

shall

no

longer

be

restricted to

being

registered

in

the

registration

books

kept

by

the

Bond

Registrar

in

the

name

of Cede

&

Co., as

nominee

of DTC,

but

may

be

registered

in whatever

name

or names

the

Beneficial

Owners

shall

designate,

in

accordance

with

the

provisions hereof.

Section

202.

Terms

of

2018 Bonds.

The

2018

Bonds

shall

be

issued

as

[__]

([_])

Term

Bonds,

which

Term

Bonds

shall

bear

interest

at

the

fixed

interest rate

per

annum

and

shall

mature

in

the

amounts

and

on

the

dates

set

forth below:

PrinciJ;2al Amount $ $ $ $

Interest Rate % % % %

Maturity 05/01/20_ 05/01/20_ 05/01/20_ 05/01/20_

11

Section 203.   Dating; Interest Accrual.

Each 2018  Bond  shall be

dated

the

date

of

delivery thereof.  Each 2018 Bond shall also bear its	date	of authentication.	
shall  bear  interest  from  the  Interest  Payment  Date	to	which  interest  has	

Each 2018	Bond	
been  paid	next	

preceding the	date of its authentication, unless the date of its authentication:	
Payment Date	to which interest on such 2018 Bond has been paid, in which	

(i) is an Interest event such 2018

Bond  shall

bear

interest

from

its

date

of  authentication;

or

(ii)  is

prior

to

the

first  Interest

Payment

Date

for the 2018 Bonds,

in

which

event such

2018 Bond

shall

bear

interest

from

its

date.	Interest

on

the

2018 Bonds

shall

be

due

and

payable

on

each

May

1

and

November 1,

commencing

[May 1,

20191,

and

shall

be

computed

on

the

basis

of a

360-day

year

of twelve 30-

day

months.

Section 204.   Denomination.	The	2018  Bonds	may	
Denominations  provided  that  delivery  to	the  initial  Beneficial	
minimum denominations of $100,000	or integral multiples of $5,000	

be	issued	in	Authorized	
Owners  shall	be	in	initial	
in	excess thereof.			

Section 205.   Paying Agent.

2018 Bonds.

The District

appoints

the

Trustee

as

Paying

Agent

for

the

Section 206.   Bond Registrar.

the 2018 Bonds.

The District appoints

the

Trustee

as

Bond

Registrar for

Section 207.   Conditions  Precedent to  Issuance  of the  2018 Bonds.

In

addition

to

complying  with the requirements	set forth  in the  Master Indenture in connection with the	
issuance of the 2018 Bonds, all the	2018 Bonds shall be executed by the District for delivery to	
the Trustee and thereupon shall be authenticated by the Trustee and delivered by the Trustee to	
the Participating Underwriter upon its order, but only upon the further receipt by the Trustee	
of:		

(a)

Certified copies

of

the

Assessment Proceedings;

(b)	Executed  copies

Indenture;

of

the

Master

Indenture

and

this

Twentieth

Supplemental

(c)	A Bond Counsel opinion substantially to the effect that:	(i)  the Indenture	has		
					
been  duly  authorized,	executed	and	delivered  by  the  District  and	constitutes  a  valid	and		
binding obligationtheof	District; (ii) the 2018 Bonds have been duly	authorized, executed	and		
delivered by	the District and are	valid	and binding special obligations of the District, payable		
solely from the sources provided	therefor in the Indenture; and (iii) that	the interest on the 2018		
Bonds is excludable from gross income	for federal income tax	purposes;					
( d)	An  opinion  of  Counsel	to  the  District substantially  to  the  effect  that  (i)	the		
District has been duly established and validly exists as a special district under the	Act, (ii) based		
on certificates  of the District Engineer  and the Landowner	and  an	opinion of	Landowner's		
Counsel,  the	District has  good	right	and  lawful  authority	under  the	Act  to  undertake	the		

Lakewood

Centre

&

NW

Sector Projects being financed

with

the proceeds

of

the

2018 Bonds,

12

subject to obtaining

such

licenses,  orders  or  other authorizations  as  are,  at

the

date

of

such

opinion,

required

to

be

obtained

from

any

agency

or

regulatory

body

having

lawful

jurisdiction

in

order

to

undertake

the

Lakewood

Centre

&

NW

Sector  Projects,  (iii)  all

proceedings

undertaken

by

the

District

with

respect to

the

Series 2018

Assessments

have

been

in

accordance

with Florida law (iv) the	District has taken all action necessary to levy and impose	the Series	
2018 Assessments, and (v) the Series 2018 Assessments are legal, valid and binding	liens upon	
the property against which such Series 2018 Assessments are made, coequal with the lien of all	
state, county, district and	municipal taxes, superior in dignity to all other liens, titles and claims,	
until paid;			

(e)	A certificate of an Authorized	
and delivery of the 2018 Bonds, the District	
terms and provisions of the Master Indenture	

Officer to the effect that,	upon the authentication	
will not be in default in	the performance	of the	
or this Twentieth Supplemental Indenture;		

(f)	An Engineers' Certificate	or Engineers'	Certificates certifying as to the		
					
of the information set forth	in the District Engineer's Report regarding the Lakewood		
NW Sector Projects;					

accuracy Centre &

no

(g) appeal,

A certified both in respect

copy of the final judgment of the Bonds; and

of validation

together

with

a certificate of

(h) Collateral

Executed copies of Assignment Agreement,

the Master Acquisition Agreement, Completion Agreement,

and Landowner True-Up Agreement.

The opinions referenced Trustee or have reliance letters opinions.

in to

Sections 207(c) and 207(d) shall the Trustee that the Trustee is

either be addressed to the entitled to rely upon such

Payment of the net proceeds of the 2018 constitute conclusive evidence that the foregoing

Bonds as set forth in conditions have been

Section 402 hereof shall met to the satisfaction of

the

Underwriter

of

the

2018 Bonds.

Section 208.

Continuing

Disclosure.

The

District

hereby

covenants

and agrees

that

it

will

comply

with

and

carry

out

all

of

the

provisions

of

the

Continuing

Disclosure Agreement.

Notwithstanding any

other provisions

of

the

Indenture,

failure

of

the

District to

comply

with

the

Continuing

Disclosure

Agreement

shall

not

be

considered

an

Event

of Default;

however,

the

Trustee shall,

at

the

written

request

of the

Participating

Underwriter

or

the

Owners

of

at

least

25%	aggregate  principal	
satisfactory to the Trustee,	

amount  of  Outstanding	2018  Bonds  and  receipt  of	indemnity		
or any such Owner, may	take such actions as may be necessary	and		

appropriate,

including

seeking

mandamus

or

specific

performance

by

court

order,

to

cause

the

District to

comply

with

its

obligations

under

this Section.

13

ARTICLE

III

REDEMPTION

OF

2018

BONDS

Section

301.

2018

Bonds Subject to Redemption and Purchase.

The 2018 Bonds are

subject to

redemption

prior

to

maturity

as

provided

in

the

form

thereof

set

forth

as

Exhibit

"B"

to

this

Twentieth

Supplemental

Indenture.

The

2018

Bonds

may

be

purchased

as

provided

in

the

Master

Indenture.

Notwithstanding  any

other

prov1s10n

hereof

or  of

the  Master  Indenture,  notice  of

optional

redemption

may

be

conditioned

upon

the

occurrence

or

non-occurrence

of

such

event

or

events

as

shall

be

specified

in

such

notice

of

optional

redemption

and may

also

be

subject to

rescission

by

the

District if expressly

set

forth

in

such

notice.

ARTICLE

IV

DEPOSIT

OF

2018

BOND

PROCEEDS

AND

APPLICATION THEREOF;

ESTABLISHMENT

OF

ACCOUNTS

AND

OPERATION THEREOF

Section

401.

Establishment

of

Accounts.

by

the

(a) Trustee

There are hereby established the following accounts:

within

the

Acquisition

and

Construction

Fund

held

(i)

a 2018 Acquisition

and

Construction Account;

and

(ii)	a 2018 Costs of Issuance Account.

(b)	There are	
(i) a 2018 Sinking Fund	
Account; and (iv) a 2018	

hereby established within the Debt Service Fund held by the Trustee:		
Account; (ii)	a 2018 Interest Account;	(iii)  a 2018 Capitalized Interest		
					
Redemption	Account and therein a 2018 Prepayment	Subaccount;		

(c)

There

is

hereby

established

within

the

Reserve

Fund

held

by

the

Trustee a 2018

Reserve Account, which account shall be held for distinction as to 2018 Bonds and without privilege

the benefit of all or priority of one

of the 2018 Bonds without 2018 Bond over another;

( d)	There is	
Revenue Account; and	

hereby

established

within

the

Revenue

Fund

held

by

the

Trustee a 2018

(e)	There	
Rebate Account.	

is

hereby

established

within

the

Rebate

Fund

held

by

the

Trustee a 2018

Section

402.

Use

of

2018

Bond Proceeds.

The

net

proceeds

of sale

of

the

2018 Bonds,

$_____

(which  is

the

face

amount

of  2018  Bonds,

[less  Original  Issue  Discount  of

$_____

and

less

Underwriter's

Discount

of

$____

])

shall

be

delivered to

the

Trustee

by

the

District

and

shall

be

applied

as follows:

14

(a)	$____ of	2018  Bond  proceeds,  representing	the  initial		
Account Requirement, shall be	deposited to the 2018 Reserve Account;	and		

2018

Reserve

(b)

$____

of

2018

Bond

proceeds,

representing

the

amount

of

interest

to

become due on the 2018	Bonds on [May 1, 2019 and November	1, 2019],		
				
the credit of the 2018	Capitalized Interest Account; and			

shall

be

deposited

to

	(c)	$____ of 2018 Bond proceeds, representing costs of issuance	relating		
					
2018	Bonds, shall be deposited to the credit of the 2018	Costs of Issuance Account; and		

to the

(d)	$____ of 2018 Bond proceeds remaining after the deposits	
deposited	to the credit of the 2018 Acquisition and Construction Account.	

above

shall

be

Section 403.   2018 Acquisition and Construction Account.

(a)

Amounts

on

deposit

in

the

2018

Acquisition

and

Construction

Account

shall

be

applied

to

pay

the

Costs

of

the

Lakewood

Centre

&

NW

Sector Projects

upon

compliance

with

the requirements of the requisition otherwise provided herein.

provisions

set

forth

in

the  Master

Indenture

and/or

as

the

(b) Date of

Any balance Completion of

remaining in the Lakewood

the 2018 Acquisition and Construction Account after Centre & NW Sector Projects and after retaining the

amount,

if any,

of

all

remaining

unpaid

Costs

of

the

Lakewood

Centre

& NW Sector Projects

set

forth

in

the

Engineer's

Certificate establishing

such

Date

of Completion,

shall

be

transferred

to

and

deposited

in

the

2018

Prepayment  Subaccount

of  the

2018

Redemption

Account

and

applied

to

the

extraordinary

mandatory

redemption

of the

2018

Bonds

in

the

manner

prescribed

in the form of 2018 Bond set forth on deposit in the 2018 Acquisition

as Exhibit "B" hereto. At and Construction Account,

such such

time as there account shall

are be

no amounts closed.

Costs

Section 404.   2018

of Issuance Account

Costs of Issuance Account.
$_____ which shall, at

There shall be deposited the written direction of an

in the 2018 Authorized

Officer

of

the

District,

be

used

to

pay

the

costs of issuance relating to

the

2018

Bonds.	After

[May 1, 2019], any

amounts

deposited

in

the

2018

Costs

of Issuance

Account

for

which

there

is

not

pending

with

the

Trustee

a

requisition

shall

be

transferred

over

and

deposited

into

the

2018

Acquisition

and

Construction

Account

and

used for

the

purposes

permitted

therein,

and

the

2018

Costs

of Issuance

Account

shall

be

closed.

Section 405.

2018 Reserve Account.

Amounts

on

deposit

in

the

2018

Reserve Account,

except as

provided

elsewhere

in

the

Indenture,

shall

be

used

only for

the

purposes

set forth

in

Section

609

hereof

and

for

making

payments

into

the

2018

Interest

Account

and

the

2018

Sinking

Fund

Account

to

pay

the

2018

Bonds,

without

distinction as

to

2018

Bonds

and without

privilege

or

priority

of

one

2018

Bond

over

another,

when

due

when

the

moneys

on

deposit

in

such

Accounts

and

available therefor

are

insufficient.

15

The Trustee,

on

or

before

the

forty-fifth

(45

th	)		

day

(or if

such

day

is

not

a Business Day,

on

the

Business

Day

next

preceding

such

day)

next

preceding

each

Interest

Payment

Date, after

taking

into

account

all

payments

and

transfers made as

of

such

date,

shall

compute

the

value

of

the

2018 Reserve

Account

and

shall

promptly

notify

the

District

of

the

amount

of

any

deficiency

or

surplus

as

of

such

date

in

such

account.

The District

shall

immediately

pay

the

amount

of

any

deficiency

to

the

Trustee, for

deposit

in

such

account,

from

the

first legally

available

sources

of

the

District.

Any

excess

monies

in

the

2018 Reserve

Account

(except excess

from

investment

earnings),

shall

be

deposited

in

the

2018 Acquisition

and

Construction

Account

until

the

Date

of

Completion

of the

Lakewood

Centre

& NW Sector Projects and

after

the

Date

of

Completion

of

the

Lakewood

Centre  &  NW  Sector  Projects  shall

be

deposited

in

the

2018

Prepayment

Subaccount.  Unless and

until

the

District

provides

the

Trustee

with

a certificate

signed

by

an

Authorized

Officer

of

the

District

that

the

Date

of

Completion

has

occurred,

the

Trustee

may

rely

that

such

condition

has

not

occurred.

All earnings

on

investments

in

the

2018 Reserve

Account,

provided

no

deficiency exists

in

the

2018  Reserve  Account,  shall

until

the

Date

of

Completion

be

deposited

to

the

2018

Acquisition  and	Construction  Account	
deposited to the	2018 Revenue Account.	

and then after the Date of Completion, shall be To the extent a deficiency exists in the 2018 Reserve

Account,

investment

earnings

in

such

account

shall

remain

in

that

account.

Such

account

shall

consist only

of cash

and

2018

Investment

Obligations.

Notwithstanding the foregoing, on the earliest date on which there	is on deposit in the	
2018 Reserve Account, sufficient monies, taking into account other monies	available therefore,	
to pay and redeem all of the Outstanding 2018 Bonds, together with accrued interest, if any, on	
such 2018 Bonds to the earliest date of redemption, then the Trustee shall use the amount on	
deposit in the 2018 Reserve Account to pay and redeem all of the Outstanding 2018 Bonds on	
the earliest possible date.		

The

District

may

provide

that

the

difference

between

the

amounts

on

deposit

in

the

2018

Reserve

Account

and

the

2018 Reserve

Account

Requirement

shall

be

an

amount

covered

by

obtaining

bond

insurance or

a

surety

bond

issued

by

a

municipal

bond

insurer,

rated

in

one

of

the

two

highest

categories (at least

AA

by

Fitch,

and/or

S&P

and/or

at least

Aaby

Moody's

without reference

to

gradations)

by

two

nationally recognized rating agencies,  (the "Reserve

Account

Credit

Instrument").

At

any

time

after the issuance

of

the

2018 Bonds,

the

District

may

withdraw

any

or  all of

the

amount

of money

on

deposit

in

the

2018 Reserve  Account and

substitute

in

its  place  a  Reserve  Account

Credit

Instrument

as

described

above

in

the

face

amount

of

such

withdrawal

and

such

withdrawn

moneys

shall,

after

payment

of

the

premium

for

such

Reserve Account

Credit

Instrument, be

(a)

until

the

Date

of

Completion,

transferred

to

the

Series 2018 Acquisition

and

Construction

Account

to

be

used

to

pay

Costs

of

the

Lakewood

Centre

&  NW  Sector  Projects,  (b)  after

the

Date

of  Completion,

transferred

to  the

2018

Prepayment

Subaccount

and

used

to

redeem

2018 Bonds, or

(c)

upon

receipt

of

an

opinion

of

Bond

Counsel,

transferred

to

the

District

to

be

used

for

any

lawful

purpose

of

the

District.

16

Section

406.

Application of Prepayment Principal.

All

Prepayment

Principal shall

upon

receipt

by

the

Trustee

be

deposited

to

the

2018

Prepayment

Subaccount  of

the

2018

Redemption

Account.

At

the

time

the

District deposits

Prepayment

Principal

with

the

Trustee it

shall notify  the Trustee in writing as  to  the  amount	of Prepayment	
deposit in the 2018 Prepayment Subaccount shall be	applied  to the	

Principal.	Amounts on	
redemption of the 2018	

Bonds

in

the

manner

provided

in the

Master

Indenture

and

as

provided

for

the

extraordinary

mandatory

redemption

in

Exhibit

"B"

hereto.

Tax

Section 407.   Tax Covenants

Regulatory Covenants (including

and Rebate

deposits to

Accounts. The District and payments from the

shall comply with the 2018 Rebate Account)

included

as

part

of

the

closing transcript for the 2018 Bonds, as

amended

and

supplemented

from

time to

time

in

accordance

with

their

terms.

Section 408.   Establishment of 2018 Revenue

of Revenues and Investment,Earnings.

Account

in

Revenue Fund; Application

(a)	The  Trustee  shall,  except  as

provided

below

or

otherwise

provided

herein,

deposit

the

2018

Pledged

Revenues to

the

2018

Revenue

Account

and

any other

amounts

or

payments

specifically

designated

by

the

District

pursuant

to  a

written

direction  for

said

purpose.		The 2018 Revenue Account shall be held by the Trustee separate and apart from all		
other Funds and Accounts held under the Indenture and from all other	moneys of the Trustee.		
Amounts	on deposit in the	2018 Revenue	Account, 2018 Interest Account and 2018 Capitalized		
					Account  and 2018  Reserve		
Interest Account,  2018 Sinking Fund Account,  2018 Redemption			
Account shall be used as provided in the Master Indenture except as otherwise provided herein.		
(b)	Immediately	upon	receipt	the District shall deposit	the 2018 Pledged	Revenues		
								
with the	Trustee together	with a	written	accounting setting forth	the	amounts of	such 2018		
Pledged	Revenues in the following categories which shall be deposited	by the Trustee into the		
Funds and Accounts established hereunder	as follows:					

(i) Account;

Assessment

Interest,

which

shall

be

deposited

into

the

2018  Interest

Fund

(ii)	Assessment  Principal,

Account;

which

shall be

deposited  into

the

2018  Sinking

(iii) Subaccount

of

Prepayment Principal, which shall the 2018 Redemption Account.

be

deposited

into

the

2018

Prepayment

(iv)	Delinquent  Assessment  Principal	shall  first  be  applied	to  restore  the	
amount of	any withdrawal from the 2018 Reserve Account to pay the principal of 2018	
Bonds to the extent that less than the 2018 Reserve Account	Requirement is on deposit in	
the  2018  Reserve Account,  and,  the balance,  if	any,  shall	be deposited	into  the 2018	
Sinking Fund Account;				

17

(v)	Delinquent  Assessment  Interest,  shall  first	be	applied  to  restore	the	
amount of any withdrawal from	the 2018 Reserve Account to	pay the interest on	2018	
Bonds to the extent that less than	the 2018 Reserve Account	Requirement is on deposit in	
the 2018 Reserve Account,  and,	the balance,  if any,  shall	be	deposited into  the	2018	
Interest Account; and					

(vi)

the

balance

shall

remain

in

the 2018 Revenue Account.

(c)

On

the forty-fifth

(45

th

)

day

preceding

each

May

1

and

November

1 (or

if

such

forty-fifth

(45

th

)

day

is

not

a Business Day,

on

the

Business

Day

next

preceding

such

forty-fifth

(45

th	)		

day),

the

Trustee  shall

determine

the

amount

on

deposit

in

the

2018

Prepayment

Subaccount

of

the

2018

Redemption

Account, and,

if

the

balance therein is greater

than

zero,

shall

transfer,

but

only after

determining

that

following

such

transfer

sufficient

amounts

will

remain

on

deposit

in

the

2018 Revenue Account to

make

the transfers

required

by

( d) below,

from

the

2018 Revenue Account for

deposit

into

such

2018

Prepayment

Subaccount,

an

amount

sufficient to increase the

amount

on

deposit

therein

to the next integral multiple of $5,000,

and,

shall

thereupon

give notice

and

cause

the

extraordinary

mandatory

redemption

of 2018

Bonds

on

the

next

succeeding

Interest

Payment

Date

in

the

maximum

aggregate

principal

amount

for

which

moneys

are

then

on

deposit

in

such

2018

Prepayment

Subaccount

in

accordance

with

the

provisions for

extraordinary

mandatory

redemption

of 2018 Bonds

as

set

forth

in

Exhibit

"B"

hereto,III

and

Article

of

the

Master

Indenture

and

Section 301 hereof.

Interest

due

in

regard

to

such

extraordinary

mandatory

redemption

shall

be

paid

from

the

2018 Interest Account.

(d)

Unless otherwise

provided

below,

no

later

than

each

May

1

and

November

1 (or

if

such

May

1

or

November

1 is

not

a Business Day,

on

the

Business

Day

preceding

such

date),

the

Trustee shall transfer from

amounts

on

deposit

in

the

2018

Revenue Account to

the

Funds

and Accounts designated below,

the

following

amounts

in

the

following

order

of

priority

and

apply

such

amounts

as

provided

in

the

Master

Indenture

and

the

provisions hereof:

FIRST, to the 2018 Interest Account of the Debt Service Fund, an amount equal to the	
amount of interest payable on all 2018 Bonds then Outstanding on such May 1 or November 1,	
less any other amount already on deposit	in the 2018 Interest Account not previously credited.	
On [May 1, 2019 and November 1, 20191,	the Trustee shall transfer from the 2018 Capitalized	

Interest

Account to

the

2018

Interest

Account

an

amount

equal

to

the

lesser of the

amount

of

interest

due

on

the

2018 Bonds

on

such

date

or

the

amount

on

deposit

in

the

2018

Capitalized

Interest

Account.

After

[November

1,

20191,

any

amounts

in

the

Capitalized

Interest

Account

shall

be

transferred

to

the

2018  Reserve  Account

if

there  is

any

deficiency therein

and

the

remainder to the yet occurred and

2018 if the

Acquisition and Construction Account	if		
			
Date of Completion has already occurred		

the Date of

to the 2018

Completion has not Revenue Account;

	SECOND, on each May 1, commencing May 1, 20-1 to the 2018 Sinking Fund Account,	
an amount equal to the Amortization Installments or principal of 2018 Bonds due on such May	
1,	less any amounts already on deposit in such Account not previously credited;	

18

THIRD, to the 2018 amount on deposit therein

Reserve Account, the amount, if equal to the then applicable 2018

any, which is necessary to make the Reserve Account Requirement; and

FOURTH, the balance shall be retained in the 2018 Revenue Account.					
(e)	On any date required by the Tax Regulatory Covenants,	the District shall give		
the Trustee written direction, and the Trustee shall transfer from the 2018 Revenue Account to		
the 2018 Rebate Account established for the 2018 Bonds in	the Rebate Fund	in accordance	with		
				the		
the Master	Indenture and	the	Tax Regulatory Covenants,	the amount	due and owing to			
United States, which amount shall be paid, to the United States, when due,	in accordance	with		
		2018		
such Tax Regulatory Covenants.  To the extent insufficient moneys are	on	deposit in the			
Revenue Account to make	the	transfer provided for in the immediately	preceding sentence	the		
				any		
District shall deposit with	the	Trustee from available moneys of the District the amount of			

such

insufficiency.

deposit

(f)

in

On or the 2018

after each November Revenue Account on

2, beginning November such November 2 shall

2,  2019,  the

(i)  before

balance the Date

on of

Completion,

be

transferred

into

the

2018 Acquisition

and

Construction Account,

and

(ii)

after

the

Date  of  Completion,  shall

be

paid

over  to

the

District

at  the

written

direction  of

an

Authorized

Officer

and

used

for

any

lawful

purpose

of

the District;

provided, however,

that

on

the

date

of

such

proposed

transfer

the

amount

on

deposit

in

the

2018 Reserve

Account shall

be

equal

to

the

2018 Reserve

Account

Requirement,

and,

provided

further,

that

the

Trustee

shall

not have actual knowledge of an Event of Default relating to the 2018 Bonds, including the payment of

under the Master Trustee's fees and

Indenture or hereunder expenses then due.

(g) earnings on

Anything herein or in	the	Master	Indenture	to		
						
investments in all of the	Funds and Accounts	held		

the contrary notwithstanding, as security for the 2018 Bonds

shall

be

invested

only

in

2018

Investment

Obligations,

and

further,

earnings

on

investments

in

the

2018  Acquisition

and

Construction  Account,  2018  Costs  of  Issuance  Account,  2018

Capitalized

Interest Account

and

2018

Revenue

Account

shall

be

retained

as realized,

in such

Accounts

and

used

for

the

purpose

of

such

Accounts.	Earnings

on

investments

in

the

2018

Sinking Fund Account, 2018 Interest Account, and the 2018 subaccounts therein, shall be deposited, as realized, to the and used for the purpose of such Account.

Redemption Account, including any credit of the 2018 Revenue Account

Earnings on investments in Section 405 hereof.

in

the

2018 Reserve

Account

shall

be

disposed

of as

provided

ARTICLEV

COVENANTS

AND

DESIGNATIONS

OF

THE DISTRICT

Section 501.   Provision Relating  to  Bankruptcy  or Insolvency

of

Landowner.

The

provisions

of

this  Section 501  shall

be

applicable

both

before

and

after

the

commencement,

whether

voluntary

or involuntary, of

any

case,

proceeding or

other action

by

or

against

any

owner

of

any

tax parcel subject to

at

least three

percent

(3%)

of

the

then

Outstanding

Series 2018

19

Assessments  (an "Insolvent Taxpayer")

under

any

existing

or

future

law

of

any

jurisdiction

relating to

bankruptcy,

insolvency, reorganization,

assignment

for

the

benefit of creditors,

or

relief of debtors (a "Proceeding"). Proceeding involving the District,

For as long as any 2018 Bonds remain Outstanding, in any any Insolvent Taxpayer, the Trustee, the 2018 Bonds or the

theSeries 2018 Assessments,

the Trustee with regard to

District shall be obligated to act in accordance with direction from all matters directly or indirectly affecting the 2018 Bonds or for as

long

as

any

2018  Bonds

remain

Outstanding,

in

any proceeding

involving

the District,

any

Insolvent Taxpayer,

the

2018

Bonds

or

the

Series 2018 Assessments

or

the

Trustee.  The District

agrees advice

that it shall not be a defense to a breach of the foregoing of counsel in not complying with this covenant.

covenant

that

it

has

acted

upon

The District acknowledges	and	agrees that, although the 2018 Bonds were issued	by the		
District, the	Owners of the	2018 Bonds are categorically the	party	with	the ultimate financial		
stake in the transaction and, consequently, the party with	a vested	and pecuniary	interest in a		
Proceeding.	In the event of any Proceeding involving an Insolvent Taxpayer: (a)	the District		
hereby agrees that it shall follow the direction of the Trustee in making any	election, giving any		
consent, commencing	any action or filing any motion, claim, obligation, notice or application or		
in taking any other action or position in any Proceeding or	in	any action related to a Proceeding		
that affects,	either directly	or	indirectly, the Series 2018 Assessments, the	2018 Bonds	or any		
rights of the	Trustee under	the	Indenture; (b) the District	hereby agrees	that it shall not make		
any election, give	any	consent, commence any action or file	any motion, claim, obligation,	notice		
							
or application	or	take	any other	action	or	position in any Proceeding	or in any action related to a		
Proceeding that affects, either directly or	indirectly, the Series 2018 Assessments,	the 2018 Bonds		
or any rights of the Trustee under the	Indenture that are inconsistent with any	direction	from		
					
the Trustee;	(c) the Trustee shall have	the right, but is not	obligated to,	(i)	file and vote	in any		
such Proceeding	any	and all claims of the District, and seek	or oppose	any relief	in any	such		
Proceeding that	the District, as claimant with respect to	the Series 2018 Assessments,	would		
						
have the right	to	pursue, and,	if	the Trustee chooses to exercise any such rights, the District shall		
be deemed to have appointed	the	Trustee as its agent and	granted to the Trustee an irrevocable		
power of attorney	coupled with	an interest, and its proxy, for	the purpose of exercising any and		
all  rights  and	taking	any	and	all  actions  available  to  the	District  in	connection  with  any		
Proceeding of	any Insolvent Taxpayer,  including without limitation,  the	right to file	and/or		
prosecute and/or	defend any	claims and proofs of claims, to	vote to accept or reject a plan, to		
seek dismissal of	the	Proceeding,	to seek stay relief to commence or continue foreclosure  or		
																
pursue any	other	available	remedies	as to the Series 2018  Assessments,	to  seek substantive		
											
consolidation, to seek to shorten the Insolvent Taxpayer's exclusivity periods or to oppose any		

motion

to

extend such

exclusivity periods, to

oppose

any

motion

for

use

of cash collateral

or

for

authority

to  obtain financing,  to

oppose

any

sale

procedures

motion

or

any

sale motion,  to

propose

a

competing

plan

of reorganization

or

liquidation,

or

to

make

any

election

under

Section

llll(b)

of

the

Bankruptcy

Code

and

(d)

the

District

shall

not

challenge the

validity

or

amount

of

any

claim

submitted

in

good

faith

in

such  Proceeding

by

the  Trustee

or

any

valuations of the lands owned by Trustee in such Proceeding or take

any	Insolvent Taxpayer	submitted in good	faith  by  the	
any	other action in such	Proceeding, which	is adverse to	

20

Trustee's	enforcement  of  the  District's  claim	and  rights  with  respect  to	the  Series  2018		
Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy	Code).		
			
Without	limiting the generalitytheof	foregoing, the District agrees that the Trustee shall have		
the right	(i) to file a proof of claim with respect to the Series 2018 Assessments,	(ii) to deliver to		
					
the District a copy thereof, together	with evidence of the filing with the appropriate court or		
other authority, and (iii) to defend any objection	filed to said proof of claim.				

Notwithstanding

the

provisions

of

the

immediately

preceding paragraphs,

nothing

in

this Section 501

shall

preclude

the

District

from

becoming

a

party

to

a Proceeding

in

order

to

enforce a claim for

operation

and

maintenance assessments,

and

the

District

shall

be

free to

pursue

such

a  claim

in

such

manner

as

it

shall  deem

appropriate

in

its  sole

and

absolute

discretion.	Any  actions	taken by  the  District in	pursuance	of its  claim		
							
maintenance	assessments	in  any  Proceeding  shall	not be	considered	an		

for operation and action adverse or

inconsistent

with

the

Trustee's rights

or

directions

with

respect to

the

Series 2018 Assessments

whether

such

claim is

pursued

by

the

District

or

the

Trustee;

provided,

however,

that

the

District

shall

not

oppose any

relief

sought

by

the

Trustee

under

the

authority

granted

to

the

Trustee

in

clause (c)

of

the

paragraph

above.

Section

502.

Collection of Series 2018 Assessments.

Anything

herein

or

in

the

Master

Indenture

to the contrary notwithstanding,

the

District

shall

not be

required

to collect Series

2018  Assessments

using

the

Uniform  Collection

Method

provided

for

in

Section  197.3631,

197.3632

and

197.3635, Florida Statutes,

until

such

time

as

the

property

subject to

such

Series

2018

Assessments is

platted

and

a

distinct

ad

valorem

property

tax

identification

number

has

been assigned

by

the

Property

Appraiser thereto.

In

addition,

the

District is

not

required

to

use

the Uniform Collection Method when structures owned by a government.

the

property

is

owned

by

a

government

or

includes

All Series

Uniform Method

2018 shall

Assessments that are be due and payable by

collected directly by the District and not via the the landowner no later than thirty (30) days prior

to

each

Interest

Payment

Date.

In addition, and not in limitation of the covenants contained elsewhere in this Twentieth		
Supplemental Indenture and in the Master Indenture, the District covenants to comply with the		
terms of the proceedings heretofore adopted with respect to the Series 2018 Assessments	and to		
			
levy the Series 2018 Assessments and any required true-up payments set forth in the assessment		

methodology,  in

such

manner

as will generate funds  sufficient to

pay

the

principal

of

and

interest

on

the

2018 Bonds,

when

due.

Notwithstanding anything in the	
Event of Default, the	collection of Series	
the Majority Owners.		

Indenture to the contrary, 2018 Assessments shall be

upon the occurrence of in the manner directed

an by

Section

503.

No

Parity  Bonds;  Limitation  on  Additional  Bonds.

The

District

covenants

and

agrees

that

so

long

as there are

any

Series 2018

Bonds

Outstanding,

it

shall

not

21

cause

or

permit

to

be caused

any

lien,  charge

or

claim

against the

Series 2018

Trust

Estate,

except for

refunding

bonds.

The

District

further

covenants

and

agrees

that

so

long

as

the

Series

2018

Assessments

have

not

been

Substantially Absorbed,

it

shall

not

issue

any

Bonds

secured

by

Special  Assessments  for  capital  projects	on  lands  subject  at		
					
Assessments  without  the	consent	of	the	Majority	Owners;		

such time to the Series 2018 provided, however, that the

foregoing

shall

not

preclude

the

imposition

of Special Assessments for

capital projects

necessary

for health,

safety,

and

welfare reasons,

to

remediate

a

natural

disaster

or imposed prior

to the

issuance of the Series 2018 Bonds.

Section 504.   Covenant With Regard to Enforcement and Collection

of

Delinquent

Assessments.

Anything

herein

or

in

the

Master

Indenture

to

the

contrary

notwithstanding,

the

District

covenants

and

agrees

that

upon

the

occurrence

and

continuance

of

an

Event

of

Default,

it

will

take

such

actions to

enforce

the

remedial

provisions

of

the

Indenture,

the

provisions

for

the

collection of

Delinquent

Assessments,

and

the

provision

for

the

foreclosure  of

liens

of

Delinquent	Assessments	
directed  by	the  Trustee	

and  will	take	such  other	appropriate  remedial  actions  as	shall be		
acting  at	the	direction  of	and  on behalf  of,  the  Majority	Owners.		

However,

the

2018  Bonds

may

not

be

accelerated

except

to  the

extent

the

Series  2018

Assessments

have

been

accelerated.

ARTICLE VI

MISCELLANEOUS

PROVISIONS

Section

601.

Additional Events

of

Default and Remedies.

Section 902

of

the

Master

Indenture is hereby amended with thereof the following paragraphs:

respect

to

the

2018

Bonds

by

inserting at

the

conclusion

(a)	More than twenty	percent (20%) of the operation	and maintenance		
					
levied by the District are not paid by the date such are due and payable.		

assessments

(b)	The Trustee is authorized to withdraw funds from the 2018 Reserve Account	in		
				
an amount greater than twenty-five percent (25%) of the 2018 Reserve Account Requirement to		
pay debt service on the 2018 Bonds (regardless of whether the Trustee does or does not, per the		
direction of the Majority Owners, actually withdraw such funds from the 2018 Reserve Account		

to

pay

debt

service

on

the

2018 Bonds)

and

any

such

amount withdrawn is

not

replenished

within

ninety

(90)

days

of

the

date

of such

withdrawal.

(c)	Material  breach  by  the  District  of  any  material	
Indenture, whether or not notice of such breach has been given.	

covenant

made

by

it  m

the

The District covenants

and

agrees

that

it

will enforce

the

remedial

provisions

of

the

Indenture,

the

provisions for

the

collection

of

Delinquent

Assessments,

and

the

provisions

for

the

foreclosure

of liens

of

Delinquent

Assessments.

The District

acknowledges

and

agrees

that

(i)

upon

failure

of

any

property

owner

to

pay

Series 2018 Assessments collected

directly

by

the

District

when

due,

that

the

entire

Series 2018 Assessments

on

the

delinquent

property,

with

interest

and

penalties thereon,

shall

immediately

become

due

and

payable

and

the

District

shall

22

promptly

cause

to

be

commenced

the

necessary legal proceedings for

the

foreclosure of liens of

delinquent

Series 2018 Assessments,  including interest

and

penalties

and

(ii)  the foreclosure

proceedings shall

be

prosecuted

to  a  sale and conveyance of the

property

involved

in

said

proceedings.				
Section 602.   Foreclosure of Assessment Lien.	Notwithstanding any provisionsthe	
			of	
Indenture to the contrary, the following provisions shall apply with respect to	the	Series 2018	
Assessments and 2018 Bonds.				

If  any  property  shall	be  offered  for  sale  for  the  nonpayment	
Assessment and no person or	persons shall purchase such property for an	

of any amount

Series equal

2018 to the

full amount due on the Series 2018 Assessments for such property (principal, interest, penalties		
and costs, plus attorneys' fees, if any),	the property may	then be purchased by the District for an		
amount greater  than or equal  to	the balance  due  on	the  Series  2018 Assessments for  such		
property (principal, interest, penalties	and costs, plus attorneys' fees, if any), from any	legally		
available funds of the District and	the	District shall receive in its corporate name or in the name		
of a special-purpose entity title to	the property for the benefit of the Owners	of the 2018 Bonds;		
provided that the Trustee shall have the right, acting at the direction of the	Majority Owners,		
but shall not be obligated, to direct the District with respect to any action taken pursuant	to this		
		the		
Section. The District, either through its own actions, or actions caused to be	taken through			

Trustee,

shall

have

the

power

and shall lease

or

sell

such

property,

and

deposit

all of the

net

proceeds

of

any

such

lease

or

sale into

the

2018 Revenue Account. The District,

either

through

its

own

actions,

or

actions

caused

to

be

taken

through

the

Trustee,  agrees that

it

shall, after

being

provided

assurances

satisfactory to

it

of

payment

of its fees,

costs

and

expenses for

doing

so,

be

required

to

take

the

measures

provided

by

law

for listingsalefor

of

property

acquired

by

it

as

trustee

for

the

Owners

of

the

2018 Bonds

within

sixty

(60)

days

after

the

receipt of

the

request

therefore

signed

by

the

Trustee

or

the

Majority  Owners.   The  Trustee  may,

upon

direction

from

the Majority Owners,

pay

costs associated

with

any

actions

taken

by

District

pursuant

to

this

paragraph

from

any

moneys

legally available for

such

purpose

held

under

the

Indenture.

Section 603.   Interpretation

of

Twentieth Supplemental Indenture.

This Twentieth

Supplemental Indenture

amends

and

supplements

the

Master

Indenture

with

respect to

the

2018 Bonds,

and

all

of

the

provisions

of

the

Master Indenture,  to

the

extent

not

inconsistent

herewith,

are  incorporated

in

this

Twentieth

Supplemental

Indenture

by

reference.	To

the

maximum

extent

possible,

the

Master

Indenture

and this

Twentieth

Supplemental Indenture

shall

be

read

and

construed as

one

document.

Section

604.

Amendments.

Any

amendments

to	this

Twentieth

Supplemental

Indenture shall

Indenture.

be

made

pursuant

to

the

provisions for

amendment

contained

in

the

Master

23

in

any

Section 605. Counterparts. This Twentieth Supplemental Indenture may be executed number of counterparts, each of which when so executed and delivered shall be an

original;

but

such

counterparts

shall together

constitute

but

one

and

the

same

instrument.

Section 606.

Appendices

and Exhibits.

Any

and

all schedules, appendices

or

exhibits

referred

to

in

and

attached

to

this

Twentieth

Supplemental

Indenture

are

hereby

incorporated

herein

and

made

a

part

of this

Twentieth

Supplemental

Indenture

for all purposes.

Section 607.	Payment Dates.	In any case in which an	Interest Payment Date or the		
maturity date of the 2018 Bonds or the date fixed for the redemption of any 2018 Bonds shall be		
other than a Business Day, then payment of interest, principal or	Redemption Price need not be		
made on such date but may be made on the next succeeding Business Day, with the same force		
and effect as if made	on the due date,	and no interest on such	payment shall accrue for the		
period after such due	date if payment is	made on such next succeeding Business	Day.		

any

Section right upon

608.	No Rights Conferred on Others.	
any	Person other than the parties hereto	

Nothing herein contained and the Owners of the 2018

shall confer Bonds.

Section 609.

Use

of 2018

Acquisition and

Construction Account

Moneys

and Other

Trust  Funds.	Upon	the  occurrence  of  an  Event	of  Default,  moneys	in  the	Series  2018		
Acquisition and Construction Account	and the 2018	Trust Estate may be	used to	pay the fees		
						
and the expenses and	costs of litigation and other remedies of the Trustee incurred, to pursue		

remedies

under

the

Indenture.

Section 610.   Bond Year.

The Bond Year for

the

2018 Bonds

shall

mean May

1-April 30.

ARTICLE VII

THE TRUSTEE; THE PAYING

AGENT

AND

BOND

REGISTRAR

Section hereby created Indenture. The

701.	Acceptance of Trust.	The Trustee accepts and agrees to execute the trusts	
and	agrees to perform such	trusts upon the terms and conditions set forth in	the	
Trustee agrees to act as Paying Agent and Bond Registrar for the 2018 Bonds.		

Section 702.   Trustee's Duties. The Trustee shall not be	responsible in any	manner for		
the due execution of this Twentieth Supplemental Indenture by	the District or for		the recitals		
contained herein (except for the certificate of authentication on the 2018 Bonds), all of which are		
made solely by the District. Nothing contained herein shall limit	the rights, benefits,	privileges,		

protection

and

entitlement

inuring

to

the

Trustee

under

the

Master

Indenture.

Section

703.

Brokerage Confirmations.

The District acknowledges that to the

extent

regulations

of

the

Comptroller

of the

Currency

or

other

applicable regulatory

entity

grant the

District the right to receive

individual

confirmations of security transactions

at

no

additional

cost, as

they

occur,

the

District specifically

waives

receipt

of

such

confirmations to the

extent

permitted

by

law.

The Trustee will furnish

the

District periodic cash transaction statements

that

include

detail for

all

investment

transactions

made

by

the

Trustee

hereunder.

24

Section 704.

Assignment

of

District's	Rights   under   Collateral

Assignment

Agreement.	The District	hereby assigns its rights under the	Collateral Assignment	Agreement		
forto the Trustee	the benefit of	the Owners, from time to time, of the 2018 Bonds.	The Trustee		
				Collateral		
shall  not  be		deemed  to	have	accepted  or  assumed  any	obligation  under  the			

Assignment

Agreement

by

virtue

of

such

assignment.

Section 705.	Patriot Act Requirements		
funding	of  terrorism	and	money	laundering		

of Trustee.	To help the government		
activities,  Federal  law	requires	all		

fight the financial

institutions to obtain, verify,

and

record

information

that identifies

each

person

who

opens

an

account.  For a non-individual person such as a business entity, a charity, a trust, or other legal		
entity, the Trustee will ask for documentation to verify such non-individual person's	formation		
and existence as a legal entity.  The Trustee may	also ask to see financial	statements, licenses,		
			represent		
identification and authorization documents from	individuals claiming authority to			

the

entity

or

other

relevant

documentation.

[Remainder

of

page

intentionally left blank]

25

IN

WITNESS  WHEREOF,  Lakewood  Ranch

Stewardship

District

has

caused  these

presents

to

be

signed

in

its

name

and

on

its

behalf

by

its Chairman,

and

its

official seal

to

be

hereunto

affixed

and

attested

by

its Secretary,

thereunto

duly

authorized,

and

to evidence its

acceptance

of the

trusts

hereby

created,

the

Trustee

has

caused

these

presents

to

be

signed

in

its

name

and

on

its

behalf

by

its

duly

authorized

officer.

LAKEWOOD RANCH STEWARDSHIP

DISTRICT

[SEAL]

By:

______________

_

Chairman, Board of Supervisors

ATTEST:

By:

____________

_

Secretary

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

______________

_

Vice

President

26

EXHIBIT

II

A"

Description

of

Lakewood

Centre

&

NW

Sector Projects

As  described  in the	[Engineer's	Report		
				
and/or supplemented from	time to time].			

dated

_____

___J

20___J  as

amended

A-1

EXHIBIT "B"

Form

of

the

2018

Bonds

No. 2018-R-	$[___]		

United

States

of

America

State of Florida

LAKEWOOD

RANCH

STEWARDSHIP DISTRICT

SPECIAL ASSESSMENT REVENUE BOND, SERIES 2018		
(LAKEWOOD CENTRE & NW SECTOR	PROJECTS)		

Interest

Rate

[	]%

Maturity	
	Date	
[	]	

Dated

Date

December ___, 2018

CUSIP 51265K

Registered Owner:

Cede

&

Co.

Principal

Amount:

[

] DOLLARS

LAKEWOOD	RANCH STEWARDSHIP DISTRICT,	a special district duly created	and	
existing pursuant to	Chapter 2005-338, Laws of Florida, as	amended by Chapter 2009-263	and	
Chapter 2018-178, Laws of Florida (the "District"), for value received, hereby promises to	pay	
(but only out of the sources hereinafter mentioned) to the Registered Owner set forth above, or	
registered assigns, on the maturity date shown hereon, unless this 2018 Bond shall have been	
called for redemption in whole or in part and payment of the Redemption Price (as defined in	
the Indenture mentioned hereinafter) shall have been duly	made or provided for, the principal	

amount

shown above

and

to

pay

(but

only

out

of

the

sources hereinafter mentioned)

interest

on

the

outstanding

principal

amount

hereof

from

the

most

recent

Interest

Payment

Date

to

which

interest

has

been

paid

or

provided

for,

or

if

no

interest

has

been

paid,

from

the

Dated

Date

shown

above,

on

May

1

and

November

1 of

each

year

(each,

an

"Interest

Payment

Date"),

commencing

on

[May

1, 2019],

payment

of

said

principal

sum

has

been made

or

provided

for, at

the

rate

per

annum

set

forth above.

Notwithstanding

the

foregoing,

if

any

Interest

Payment

Date

is

not

a  Business

Day

(as  defined

in

the  Indenture

hereinafter  mentioned),

then

all

amounts

due

on

such

Interest

Payment

Date

shall

be  payable

on

the

first  Business

Day

succeeding

such

Interest

Payment

Date,

but

shall

be

deemed

paid

on

such

Interest

Payment

Date.   The  interest so	payable,	and		
Payment  Date  will,  as	provided	in		

punctually  paid  or  duly  provided  for,	on	any  Interest	
the  Indenture  (as  hereinafter  defined),	be	paid  to  the	

Registered

Owner

hereof

at

the

close

of

business

on

the

regular

record

date

for

such

interest,

which  shall

be

the

fifteenth

(15

th	)		

day

of

the

calendar

month

next

preceding

such

Interest

Payment

Date,

or

if

such

day

is

not

a Business

Day

on

the

Business

Day

immediately

preceding

such

day;

provided,

however,

that

on

or

after

the

occurrence

and

continuance of

an

Event

of

Default

under

clause

(i)

of  Section  902  of

the

Master

Indenture

(hereinafter  defined),

the

B-1

payment of interest and principal or	Redemption Price shall be	made by the Paying Agent		
(hereinafter defined) to such	person,	who, on a special record date which	is fixed by the Trustee,		
														
which shall be not more than	fifteen	(15)	and not less than ten (10) days prior to the date of such		
proposed payment, appears	on the registration books	of the Bond Registrar as the Registered		
						bonds held pursuant	to	a	book		
Owner of this 2018 Bond.		Except as otherwise applicable	to						
																				
																		shall  be  made	only	upon		
entry  system,  any	payment		of  principal,  or  Redemption		Price					
presentation hereof at the	designated	office of U.S. Bank National	Association, located	in Fort		
																	
												(collectively,	the  "Paying		
Lauderdale,  Florida,  or  any		alternate	or  successor  paying		agent				
Agent").   Except as otherwise	applicable to bonds held	in		a book-entry system,	payment of		
							or by wire transfer to the Registered Owner set forth		
interest shall be made by check or draft			
above if such owner requests	payment	by wire transfer in	writing	on	or prior to the	regular		
record date for the respective		interest	payment to such account as shall	be	specified	in such		
															not	less	than	$100,000	in		
request,  but  only if the  Registered  Owner  set forth	above	owns							
									
aggregate principal	amount	of the 2018 Bonds or all of the then Outstanding	2018 Bonds, as		
											
defined below.  Interest on	this 2018	Bond will be computed on the basis of a 360-day year of		
twelve 30-day months.																																
This 2018 Bond is one of a	duly	authorized issue of bonds	of the District	designated		
										
"Special Assessment Revenue Bonds, Series 2018 (Lakewood	Centre	& NW	Sector Projects)"		
				Master	Trust		Indenture,		
(the "2018 Bonds") issuable	under	and		governed by the terms of a						
											between	the District	and		U.S. Bank		
dated as of September 1,	2005 (the	"Master Indenture"),							
National  Association,   as			trustee		(the	"Trustee"),	as		supplemented	by	an		Twentieth		
																				
																					Indenture"),		
Supplemental Trust Indenture,	dated	as of [December	1, 2018] (the	"Supplemental			
										the		
														as		supplemented	by			
between  the  District  and			the  Trustee  (the  Master  Indenture								
										are		
Supplemental  Indenture  is	hereafter	referred  to  as  the  "Indenture").		The	2018		Bonds			
												as	provided		for	in	the		
secured  by  the  2018  Pledged	Revenues  and  2018  Pledged	Funds								
				are	issued	in	an aggregate principal amount									.],	for		
Indenture.  The 2018 Bonds						of $[ _____			
																			construction, installation		
the purpose of (i) financing		a		portion	of the Cost of the acquisition,			
							certain costs associated		
and equipping the Lakewood Centre	&	NW Sector Projects;	(ii) paying			
with the issuance of the 2018 Bonds; (iii)	paying the interest to become	due on	the 2018 Bonds		
on [May 1, 2019 and November 1, 2019];	and (iv) funding the 2018 Reserve	Account.							
												
NEITHER  THIS  2018		BOND		NOR  THE  INTEREST  AND	PREMIUM,		IF	ANY,		

PAYABLE  HEREON  SHALL  CONSTITUTE  A  GENERAL  OBLIGATION  OR  GENERAL		
INDEBTEDNESS  OF  THE  DISTRICT  WITHIN  THE  MEANING  OF  THE  CONSTITUTION		
AND LAWS OF FLORIDA.  THIS 2018 BOND AND THE INTEREST AND PREMIUM, IF ANY,		
PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE		
FULL FAITH AND	CREDIT OF THE DISTRICT OR A LIEN	UPON	ANY PROPERTY OF THE		
					AUTHORIZING  THE		
DISTRICT  OTHER	THAN		AS  PROVIDED  IN  THE  INDENTURE			
															
ISSUANCE OF THE 2018		BONDS.		NO OWNER OR ANY OTHER PERSON SHALL EVER		
																											
HAVE THE RIGHT TO COMPEL	THE EXERCISE OF ANY AD VALOREM TAXING POWER		
																										
OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO		
PAY  DEBT  SERVICE  OR  TO  PAY  ANY  OTHER  AMOUNTS  REQUIRED	TO		BE	PAID		
						AND		
PURSUANT TO THE INDENTURE,	OR	THE 2018 BONDS.  RATHER, DEBT SERVICE			
										TO THE INDENTURE, OR		
ANY OTHER AMOUNTS	REQUIRED TO BE PAID PURSUANT			

													B-2																				

THE 2018 BONDS, SHALL	BE PAYABLE SOLELY FROM, AND SHALL	BE		
			FUNDS		
BY, THE 2018 PLEDGED REVENUES AND THE 2018 PLEDGED			
		.		
2018 BONDS, ALL AS PROVIDED	HEREIN AND IN THE INDENTURE			

SECURED SOLELY PLEDGED TO THE

All acts,  conditions	and things required by the Constitution and laws of the State of		
Florida and the resolutions	of the District to happen,	exist and be performed precedent to and in		
the issuance of this 2018 Bond and the execution of the Indenture, have happened,	exist and		
have been performed as so required.  This 2018 Bond shall not be valid or become	obligatory for		
		have been		
any purpose or be entitled to any benefit or security	under the Indenture until it shall			
authenticated by the  execution by  the  Trustee of	the  Certificate of Authentication	endorsed		
hereon.						

This

2018

Bond is

issued

under

and

pursuant

to

the

Constitution

and

laws

of

the

State of

Florida,

particularly

Chapter

2005-338, Laws of Florida, as

amended

by

Chapter

2009-263

and

Chapter

2018-178,

Laws

of Florida,

and

other

applicable provisions

of

law

and

pursuant

to the

Indenture,

executed

counterparts

of

which

Indenture

are

on

file

at

the

designated

office

of

the

Trustee.	Reference is

hereby

made

to

the

Indenture

for

the

provisions,

among

others,

with

respect  to

the

custody

and

application  of

the

proceeds

of  2018  Bonds,  the  collection

and

disposition  of

revenues  and

the

funds

charged

with

and

pledged

to

the

payment

of  the

principal, and Redemption	Price of, and	the interest on, the 2018 Bonds, the nature and extent of		
the security thereby created, the	covenants of the District with respect to the levy and collection		
of Series 2018 Assessments	(as defined in the Indenture), the terms and	conditions under	which		
						
					and immunities	of	the		
the 2018 Bonds  are  or may be	issued,	the rights,	duties,  obligations					
									
				Registered Owners	and		
District and the  Trustee	under	the  Indenture  and	the  rights  of the				
							
Beneficial Owners of the	2018 Bonds, and, by the acceptance of this 2018 Bond,	the Registered		
						
Owner and Beneficial Owners hereof assent to all of the provisions of the Indenture.  Terms not		

otherwise

defined

herein

shall

have

the

meaning

ascribed to

them

in

the

Indenture.

The 2018

Bonds

are

equally

and

ratably

secured

by

the 2018

Trust

Estate,

without

preference

or

priority

of one

2018

Bond

over

another.

Subject to certain exceptions,

the

District

has

covenanted

in

the

Indenture	not to issue or incur any obligations payable from		the		2018 Trust	Estate other than		
Refunding	Bonds  issued  in  accordance	with	the  provisions	of		the	Master	Indenture.	The		
										ad		
District or	other	governmental  entities		may,	however,  impose		and	levy  assessments  or			
valorem taxes payable on a parity with the Series 2018 Assessments	securing the 2018 Bonds.			
							
The  2018  Bonds  are  issuable	only  as	registered  bonds		without  coupons  in  current		
											thereof  (an  "Authorized		
interest form  in	denominations  of $5,000  or	any  integral  multiple			
Denomination");	provided however, the		2018 Bonds will initially be delivered	in denominations		
of $100,000 and integral multiples of $5,000 in	excess thereof.	This 2018 Bond is transferable	by		
					
			at the designated corporate	trust		
the Registered Owner hereof or his duly authorized attorney					
			upon		
office of the Trustee in Fort Lauderdale,	Florida as Bond Registrar	(the "Bond	Registrar"),			
									
						instrument of transfer in	form		
surrender	of this 2018 Bond, accompanied by	a duly executed				
and with guaranty of signature reasonably satisfactory to the	Bond Registrar, subject to	such		
reasonable regulations as the District	or	the Bond Registrar may	prescribe, and upon payment		

of

any

taxes

or

other

governmental

charges incident to

such

transfer.

Upon

any

such

transfer a

new

2018 Bond or 2018 Bonds,

in

the

same

aggregate

principal

amount

as

the

2018 Bond

or

2018

B-3

Bonds transferred, will be issued to the transferee.	At the corporate trust	office of the	Bond		
Registrar	in  Fort  Lauderdale,	Florida,	in  the	manner	and	subject	to  the  limitations	and		
										
conditions	provided  in  the	Indenture	and	without	cost,	except	for	any  tax  or	other		
governmental charge, 2018 Bonds may be exchanged for	an equal aggregate principal amount		
of 2018 Bonds of the same maturity, in Authorized	Denominations and bearing interest at the		

same

rate

or

rates.

The  District has	established  a	book-entry	system of registration	for	the  2018  Bonds.		
									
Except as specifically provided	otherwise in the Indenture, an agent will	hold this 2018	Bond on		
behalf of the	beneficial owner hereof.  By acceptance	of a confirmation of purchase, delivery	or		
					
						to  such		
transfer,  the	beneficial	owner	of  this	2018  Bond	shall  be  deemed  to	have	agreed			
arrangement.													

Optional

Redemption

The

2018 Bonds are

subject to

redemption

prior

to

maturity

at

the

option

of

the

District,

in

whole

or

in

part

at

any

time

on

or

after

May

1,

2028

(less

than

all 2018 Bonds

to

be

selected

by

lot),

at

the

Redemption

Price

of

the

principal

amount

of

the

2018 Bonds

or

portions

thereof to

be

redeemed,

plus

accrued interest to

the

redemption

date.

Mandatory

Redemption

The

2018 Bonds are subject to

mandatory

redemption

in

part

by

the

District

by

lot

prior

to

their

scheduled

maturity

from

moneys

in

the

2018 Sinking

Fund

Account

established

under

the

Supplemental

Indenture

in

satisfaction

of

applicable

Amortization

Installments  at  a

Redemption

Price of 100% of

the

principal

amount

thereof,

without

premium,

plus

accrued

interest

to

the

redemption

date,

on

May

1

of

the

years

and

in

the

principal

amounts

set

forth

below:

$____

Term

Bond maturing

May

1,

20_

May 1 of

the Year

Amortization

Installment

$

*

*Maturity

B-4

$____

Term

Bond

maturing

May

1,

20_

May 1 of

the Year

Amortization

Installment

$

*

*Maturity

$____

Term

Bond

maturing

May

1,

20_

May 1 of

the Year

*

Amortization

Installment

$

*Maturity

$.

____

Term

Bond

maturing

May

1,

20_

May 1 of

the Year

Amortization

Installment

$

*

*Maturity

Upon

redemption

or

purchase

of

the

2018

Bonds

(other

than

redemption

in

accordance

with

scheduled

Amortization

Installments),

the

District  shall  cause  to

be

recalculated

and

delivered to

the

Trustee

revised

Amortization

Installments recalculated so

that

Debt

Service

on

such  2018  Bonds	is  amortized	in  substantially  equal	annual		
interest (subject to	rounding to	Authorized Denominations	of		

installments  of	principal	and		
				
principal)  over	the	remaining		

term

of

such

2018

Bonds

(the

annual

principal

amounts

so

determined

are

hereinafter

referred

to  as

the

"Aggregate

Amortization

Installments").   The  Amortization

Installments

as  so

recalculated

shall

not

result

in

an

increase

in

Aggregate

Amortization

Installments

in

any

year.

Extraordinary

Mandatory

Redemption

The 2018 Bonds are subject to

extraordinary

mandatory

redemption

prior

to

scheduled

maturity,

in

whole

on

any

date

or

in

part

on

any

Interest

Payment

Date,

and

if

in

part

on

a

pro

rata

basis as calculated

by the

District

determined

by

the ratio of the

Outstanding

principal

amount

of

each

maturity

of

the

2018  Bonds

treating

for

such

purposes

each

Amortization

B-5

Installment  as  a  maturity  divided	by  the  aggregate  principal  amount	of Outstanding	2018		
					
Bonds and as otherwise provided	in the Indenture,  at the Redemption	Price of 100% of the		
principal amount thereof, without premium plus accrued interest to the redemption date, if and		
to the extent that any one or more of the following shall have occurred:				

(i)

Projects,  by

Account to

On  or	after	the  Date	of  Completion	of  the  Lakewood	Centre  &	NW  Sector		
application  of	moneys	transferred	from	the	2018  Acquisition	and	Construction		
										
								in	accordance		
the 2018	Prepayment Subaccount of the 2018	Redemption	Account				

with

the terms

of the Indenture;

or

(ii)		Amounts  are	deposited  into	the	2018	Prepayment	Subaccount  of		
									from		
Redemption	Account  from	the  prepayment	of Series  2018  Assessments	and			
							
						Account; or		
deposited	into the 2018 Prepayment	Subaccount from the 2018 Reserve			

the 2018 amounts

(iii)	When the amount on deposit in the		
moneys available therefor are sufficient to pay and		
provided in the Supplemental	Indenture.		

2018 Reserve Account, redeem all 2018 Bonds

together with other then Outstanding as

Except as otherwise provided in the Indenture,	if less than all of the 2018 Bonds	subject		
			or		
to redemption shall be called for redemption, the particular maturities of such 2018 Bonds			
			
portions of particular maturities of such 2018 Bonds to be	redeemed shall be selected	by the		
Bond Registrar	on a pro	rata	basis as  determined by the	ratio  of the Outstanding	principal		
							of		
amount of each	maturity	of the  2018  Bonds  divided	by	the  aggregate principal	amount			
										
			as otherwise provided in the Indenture and then by	lot	within		
Outstanding 2018 Bonds and					
each maturity, as determined by Cede & Co.								

Notice of each postage prepaid, not

redemption of 2018 Bonds less than thirty (30) nor

is required to be mailed by more than forty-five (45)

the Bond Registrar,

days  prior  to  the

redemption

date

to each Registered

Owner

of 2018

Bonds

to

be

redeemed

at the

address

of

such

Registered

Owner

recorded

on

the

bond

register

maintained

by

the Bond Registrar.  Notice of

optional

redemption

may

be

conditioned

upon

the

occurrence

or

non-occurrence

of

such

event

or

events as

shall

be

specified

in

such

notice

of

optional

redemption

and

may

also

be

subject to

rescission

by the

District if expressly  set forth

in

such

notice.

On

the

date

designated

for

redemption,

notice

having

been

given

and

money

for

the

payment

of the

Redemption

Price

being

held

by the

Paying

Agent,  all  as

provided

in

the

Indenture,

the  2018  Bonds

or

such

portions thereof so called Redemption Price provided

for  redemption  shall	become  and  be  due  and  payable  at  the	
for the redemption of	such 2018 Bonds or such portions thereof on	

such

date,

interest

on

such

2018 Bonds

or

such

portions

thereof

so called for

redemption

shall

cease to

accrue,

such

2018 Bonds

or

such

portions thereof so called for

redemption

shall cease to

be

entitled to

any

benefit

or

security

under

the

Indenture

and

the

Owners

thereof

shall

have

no

rights

in

respect

of

such

2018 Bonds

or

such

portions thereof so called

for

redemption

except to

receive

payments

of

the

Redemption

Price

thereof so

held

by the

Paying

Agent.

Further

notice

of

redemption

shall be

given

by

the

Bond Registrar to certain registered securities depositories

and

information services as set forth

in

the

Indenture,

but

no

defect

in

said

further

notice

nor

B-6

any failure  to  give  all	or	any	portion		
effectiveness of a call for redemption	if		

of such further notice thereof is

notice shall in any manner given as above prescribed.

defeat

the

The Owner of this 2018 Indenture or to institute action

Bond shall have no right to enforce to enforce the covenants therein, or to

the provisions of the take any action with

respect to

any

Event

of

Default

under

the

Indenture,

or

to institute,

appear

in

or

defend

any

suit

or

other

proceeding

with

respect thereto,

except as

provided

in

the

Indenture.

In	certain events,	on the conditions, in the manner and with the effect set forth in	the	
Indenture,	the  principal	of all	the	2018  Bonds  then  Outstanding	under  the  Indenture  may	
become and may be  declared	due	and payable before the  stated	maturity thereof,  with	the	

interest

accrued

thereon.

may

be

Modifications

made only to

or the

alterations extent and

of in

the Indenture or of any indenture the circumstances permitted by the

supplemental Indenture.

thereto

If the  District deposits  or  causes  to be  deposited  with the  Trustee funds  or Federal	
Securities (as defined in the Indenture) sufficient to pay the principal or Redemption Price	of	
any 2018 Bonds becoming due at maturity or by call for redemption in the manner set forth	in	
the Indenture, together with the interest accrued to the due date, the lien of such 2018 Bonds as	
to the 2018 Trust Estate shall be discharged, except for the rights of the Owners thereof with	

respect

to

the

funds so

deposited

as

provided

in

the

Indenture.

This investment Code of the

2018  Bond  shall	have	all  the  qualities	
securities within the meaning and for all	
State of Florida.			

and the

incidents, including negotiability, of purposes of the Uniform Commercial

This 2018 Bond its construction.

is

issued

with

the

intent

that

the

laws

of

the

State

of Florida shall

govern

[Remainder

of

page

intentionally left blank]

B-7

IN WITNESS WHEREOF, Lakewood Ranch Stewardship District has caused this 2018 Bond to bear the signature of the Chairman of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary

to

the

Board of Supervisors.

LAKEWOOD

RANCH

STEWARDSHIP

DISTRICT

[SEAL]

By: ______________	_		
			
Chairman, Board of Supervisors			

ATTEST:

By:

____________

_

Secretary to Board of Supervisors

B-8

CERTIFICATE

OF

AUTHENTICATION

This 2018 Bond is one of within-mentioned Indenture.

the

Bonds of

the

Series designated herein,  described

in

the

U.S.

BANK

NATIONAL ASSOCIATION,

as Bond

Registrar

By:.

______________

_

Vice

President

Date

of Authentication:

December--'

2018

B-9

CERTIFICATE

OF

VALIDATION

This 2018 Bond is one of a Series of Bonds which were validated by judgment Circuit Court in and for Manatee County, Florida, rendered on December 20, 2005.

of

the

LAKEWOOD

RANCH

STEWARDSHIP

DISTRICT

By:

______________

_

Chairman,

Board of Supervisors

B-10

[FORM

OF

ASSIGNMENT FOR 2018 BONDS]

The following abbreviations, when used in the inscription on the face		
Bond, shall	be construed as though they were written out in full according	to		
				
regulations.				

of the within 2018 applicable laws or

TEN

COM

as

tenants

in

common

TEN ENT	as tenant by the entireties

JT TEN as joint tenants with the right of survivorship and not as tenants in common

UNIFORM TRANS MIN ACT -	Custodian	under
Transfers to Minors Act ___ (State)

Uniform

Additional abbreviations though not in the

may also be above list.

used

For  value	received,  the	undersigned	hereby		
					
___________________	the within		

sells, assigns 2018 Bond and

and	transfers	unto	
all rights thereunder,	

and

hereby

irrevocably  constitutes  and

appoints

----------~

attorney  to

transfer

the

said

2018 Bond

on

the

books

of

the

District,

with

full

power

of

substitution

in

the

premises.

Dated

this_

day

of

_____

~

__

_

Social Security

Number

of Employer:

_______

_

Identification

Number

of Transferee:

_______

_

Signature

guaranteed:

_______

_

NOTICE:	The  assignor's

signature

to

this

Assignment

must

correspond

with

the

name

as

it

appears

on

the

face  of

the

within

2018

Bond

in

every

particular

without

alteration

or
By: __________

any change whatever.

Authorized

Signatory

B-11

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Draw Requests

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Compilation Report

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Staff Reports (provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Specific Authorization No. 106

Stantec

Stantec

Stantec Consulting Services Inc.		
6900 Professional Parkway	East		
			
Sarasota FL  34240-84 l 4			
Tel: (941) 907-6900			
Fax: (941) 907-6910			

October

22,

2018

Via:  Hand Delivery	and E-Mail		
			
(rex.iensen@smrranch.com)		

Lakewood Ranch Stewardship	District		
			
14400 Covenant Way			
Lakewood Ranch, FL 34202			

Attn:

Mr. Rex Jensen

Chairman

Reference:

Specific Authorization No. 106		
Services Associated with Lakewood Ranch		
Rangeland Parkway/	Wolf Slough Crossing		

Stewardship

Analyses

District

Dear

Mr. Jensen:

Enclosed is Exhibit Al 06	for services described above. These are services	
Rise  Analyses for Rangeland  Parkway	and	Wolf Slough  Crossing,	and	
necessary by the Board.					

to provide Scour and	No		
			
other services	deemed		

Should you

have

any

questions

regarding

this

matter,

please

contact

our office.

Sincerely,

Stantec Consulting Services Inc.

~1:;c:

Principal

Tel: (941) 907-6900

E-Mail: rob.engel@stanfec.com

Keith E.	Litzell, P.E.	
Project	Manager	
Tel: (941)	907-6900	
E-Mail: kelth.lilzell@stanlec.com	

Enclosure

C:

Bob Simons,

LWR

Development,

LLC

Design with

community

in

mind

10/22/2018- JVEGA	I		
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□

nalysesJae_20181022,docx

Exhibit ProvisionsA106toGeneral

Attached

to

Agreement

for Services

Between Owner and

Dated September 29,

Engineer

2005

Specific Authorization No. 106 Services Associated with Lakewood Ranch Stewardship District

Rangeland

Parkway/

Wolf Slough Crossing Analyses

Further.DescriptionServicesofBasic Engineering

and

Related Matters:

l.

This  is  an  exhibit attached to  and	made	a	part of	the General  Provisions	attached to	
Agreement made on September 29,	2005,	between	Lakewood Ranch Stewardship District	
and Stantec Consulting Services Inc. (Engineer), providing for professional services. The Basic	
Services of Engineer as described in Section	1 of said General Provisions are	amended or	
supplemented as indicated below.						

2.

Engineer shall:

Task 210	- Scour Analysis					
Stantec	will prepare a Scour analysis in accordance with FHWA Hydraulic Engineering Circular	
18 and 20 for the culvert crossing of Rangeland Parkway and Wolf Slough in Lakewood	Ranch	
Florida. Construction	Plans	for the crossing are being prepared by Foley Kolarik Inc.	under a	
separate  contract.	All  topographic  data	needed for the  analysis  as  well  as  proposed	
hydraulics design and plans are to be provided by Foley Kolarik Inc. The resulting analysis will	
be signed and sealed and	provided to Foley Kolarik for their use in permitting the project. Any	
requests for clarification by	the permitting agencies will also be performed under this task. We	
are requesting a T/M budget for this task estimated at $10,000.			
Task 220 -  No-Rise Analysis					
Stantec	will perform a No-Rise analysis and	application tor the culvert crossing of Rangeland	
Parkway and Wolf Slough in Lakewood Ranch, Florida. Construction Plans for the crossing are	
being prepared by Foley Kolarik Inc. under a separate contract. All topographic data	needed	
for the analysis as well as proposed hydraulics design and plans are to be provided by Foley	
Kolarik Inc. Stantec will perform the no-rise analysis based upon the current FEMA "effective	
model"	and will pass on any needed improvements to Foley Kolarik for their use in	design	
plans. Stantec will prepare the application for the no-rise and submit it to Manatee		County	
for processing. Any requests for clarification	by the permitting agencies will also be performed	
under this task. We are requesting an estimated T/M budget for this task of $20,000.			

3.

Fee Summary

a.

Analyses

$30,000

*

Time and
be more

Material (T/M) estimates are or less due to factors outside

based upon past experience of Stantec'scontrol.

but

the

actual

fee

may

Unless otherwise specified, charges for SERVICES	are based on Stantec'shourly billing rate	table		
("Rate Table"), attached	hereto.  The Rate Table is subject to escalation from time to time.	At a		
minimum,	effective each	January	l  during the	term of this  Agreement,	Stantec'scharges for		
SERVICES	shall escalate by either	(a)  the  most	current Consumer Price  Index	year over	year		
percentage increase, not seasonally adjusted, for the preceding July, all items,	as published	by		

Design with

community

In

mind

10/22/2018- JVEGA

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Exhibit A 106

Attached to

to General Provisions Agreement for Services

Between Owner and
Dated September 29,

Engineer

2005

Statistics Canada (for Projects	in Canada)		
			
for	All Urban Consumers (CPI-U) year over		
the	preceding July, as published by the		
projects).			

plus year U.S.

1.0%, or (b) the most current	Consumer Price Index		
		adjusted, for		
percentage increase, not seasonally			
			
Bureau of Labor Statistics plus  1.0% (for all other		

Accepted

this

____

day

of

_________

,

2018.

Mr. Rex Jensen, Chairman	District		
Lakewood Ranch Stewardship			
			
14400 Covenant Way			
Lakewood Ranch, FL 34202			

Design with

community

in

mind

10/22/2018 • JVEGA
V:\2156 \actlve\215610

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Stantec

SCHEDULE

OF

FEES

Effective

January

1,

2019

	Staff Level	
Level 3	
Level4	
Level 5	
Level 6	
Level 7	
Level8	
Level 9	
Level 10	
Level	11	
Level 12	
Level 13	
Level 14	
Level	15	
Level	16	
Level	17	
Level 18	
Level	19	
Level 20	
Level21	
l Person Field Crew	
2 Person Field Crew	
3 Person Field Crew	
4 Person Field Crew	

	Rate	
$	92.00	
$	102.00	
$	116.00	
$	121.00	
$	126.00	
$	137.00	
$	142.00	
$	147.00	
$	158.00	
$	166.00	
$	175.00	
$	185.00	
$	196.00	
$	216.00	
$	224.00	
$	232.00	
$	240.00	
$	250.00	
$	265.00	
$	95.00	
$	125.00	
$	155.00	
$	175.00	

Unit billings, such as printing and survey materials, pocket expenses will be billed at cost + 15%.

will

be

billed

at

standard rates.

All

other out-of-

Z:\biling_level_rales\2019\Schedule

of

Fees-2019_lable-20181009

.d=x

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Change Order No. 63

Under Specific Authorization

No.

97

()j Stantec

Stantec Consulting Services Inc.	
6900 Professional Parkway East	
Sarasota	FL  34240-8414	
Tel: (941)	907-6900	
Fax: (941)	907-6910	

October

11,

2018

Via: Hand Delivery and E-Mail (bob.simons@lakewoodranch.com)

Lakewood Ranch Stewardship District

14400 Covenant Way

Lakewood Ranch, FL 34202

Attn:

Mr. Rex Jensen

Chairman

Reference:

Change Order No. 63 Under Specific Authorization No. 97 Northeast Sector Roadways Legal Description Coordination Services Project

Dear

Mr.

Jensen:

Due to ongoing project needs and requirements, the following additional professional services:

Stantec

is

requesting approval to

proceed

with

Existing

Task

210 -

Sketch

&

Description

We are requesting an increase to the budget way coordination and preparation of sketch easement.

for this T/M task due and descriptions for

to requirements for road right-of-the right-of-way, turn lanes and

•

Time and Material (T /M} estimates are based due to factors outside of Stantec'scontrol.

upon

past

experience

but

the

actual

fee

may

be

more

or

less

Unless otherwise specified, charges for SERVICES are based on Stantec'shourly billing rate table	
("Rate Table"), attached	hereto.  The Rate Table is subject to escalation from time to time.  At a	
minimum,  effective each	January]  during the term  of this  Agreement, Stantec's charges  for	
SERVICES  shall escalate	by either (a)  the most current Consumer Price Index	year over year	
percentage increase, not seasonally adjusted, for the preceding July, all items,	as published by	
Statistics Canada (for Projects in Canada) plus	1.0%, or (b) the most current Consumer Price Index	
for All Urban consumers	(CPI-U) year	over year	percentage increase, not seasonally adjusted, for	
the preceding July, as	published by	the U.S.	Bureau of Labor Statistics plus  1.0%  (for all other	
projects).						

Dt1si(~r1

with

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O_incn-bdg

l_rrc_20181011.docx

CO 63 to SA 97 Lakewood Ranch Stewardship District NE Sector Roadways Legal Description Coordination Services Page 2 of 2

S.A.

Contract

to

Date

$20,000

Increase

this

Change

Ordef

I}tf,oo·~~:,

New

Contract

Sum

$

30,000

Stantec Consulting Services Inc.

6900 Professional Parkway East

Lakewood Ranch Stewardship District

14400 Covenant Way

Lakewood

Ranch,

FL

34202

By

Date

Design with cornmunlly In mind

10/11/2018 • JYEGA
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0Jncrs-bdgl_rrc_20I8101

)

.docx

Stantec

SCHEDULE

OF

FEES

Effective

January

1,

2019

Staff Level

Level3

Level4

Level 5

Level6

Level 7

Level8

Level 9

Level 10

Level 11

Level 12

Level 13

Level 14

Level 15

Level 16

Level 17

Level 18

Level 19

Level20

Level 21

1 Person Field Crew

2 Person Field Crew

3 Person Field Crew

4 Person Field Crew

	Rate	
$	92.00	
$	102.00	
$	116.00	
$	121.00	
$	126.00	
$	137.00	
$	142.00	
$	_l 47.00	
$	158.00	
$	166.00	
$	175.00	
$	185.00	
$	196.00	
$	216.00	
$	224.00	
$	232.00	
$	240.00	
$	250.00	
$	265.00	
$	95.00	
$	125.00	
$	155.00	
$	175.00	

Unit billings, such as prin1ing and survey materials, pocket expenses will be billed at cost + 15%.

will

be

billed

at

standard rates.

All

other

out-of-

Z:\bPJing_leveUates\2019\Schedule of fee.s·2019 _toble-20181009,dacx

/

s/:..

' '

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Change Order No. 1

RIPA & Associates, LLC

Change Order

No.

__1~

--

Date of Issuance:

October 23, 2018

Effective2 Date:

November	1	2018		

Project:	Bourneside Blvd North Phase II	~wner: Lakewood Ranch Stewardship	
		I	District	
Contract:	$ 7,616,000.00			
Contractor: RIPA & Associates, LLC			

Owner'sContract No.:		
Date of Contract:  July 13, 2018	
Engineer'sProject No.:	215614534	

The

Contract

Documents

are

modified

as follows

upon

execution

of

this

Change Order:

Description:

Material Direct Purchase Credits

Attachments: (List documents supporting change): Change Order No. 1-Rev dated 10/10/2018.

CHANGE IN CONTRACT PRICE:

Original Contract Price:

$  7 616 000.00

CHANGE IN CONTRACT TIMES:

Original Contract Times:  D Working days	1111   Calendar days

Substantial completion (days or date): _  _,,3"'3-"'0..,,D,.,a,..,y"'s'--------

Ready for final payment (days or date): _  _,,3,.,,6"'0...,D::..,a,..,ys=--------

[Increase] [Decrease]	
Orders No.	0	

from previously approved Change	[Increase] [Decrease]	from previously approved Change Orders	
to No.	0	No.	0	to	No. _  __,O'-----	
		Substantial completion (days): _______________	

$

7 616 000.00

Ready for final

payment

(days):

_____________

_

Contract Price prior to this Change Order:	
$	7,616,000.00	
[~) [Decrease] of this Change Order:	
$_Jj_,.032, 759.65)	
Contract Price incorporating this Change Order:	
$	6,583,240.35	

Contract Times prior to this Change Order: Substantial completion (days or date): ____________
Ready for final payment (days or date): ____________

(Increase] [Decrease] of this Change Order:
Substantial completion (days or date): ____________
Ready for final payment (days or date): ____________

Contract Times with all approved Change Orders: Substantial completion (days or date): __,,:3.,:c30"-"D"'a,..,y-"'s_______

Ready for final payment (days or date): _  __,3"'6"'0...,0::..,a..,y'""s'---------

RECOMMENDED: By: _____________ Engineer (Authorized Signature)
Date: _____________

ACCEPTED:	ACCEPTED:
By: ______________

Owner (Authorized Signature)
Dale: ______________

V:\2156\active\2156f4534\cr.'il'lcanslruction_phase_documents\change_orders\recalved\con_boumeslde•north-2_co--	1_·1032759-£5_maleriats--deduct_ripa_ejcdc--c941_rae_201e1023.doc::s:	

EJCDC No. C-941 (2002 Edition) Prepared by the Engineers' Joint Contract Documents Committee
Associated General Contractors of America and the Construction

and endorsed Specifications

by the Institute.

Page

1

of

1

&

A S CIVIL

S	O   C	A  T  E  S

UTILITY  CONSTRUCTORS

To:

Address:

Project Name:

Project Location:

Lakewood Ranch Development, LLC	
14400 Covenant Way	
Lakewood Ranch,	FL	
Bourneside North	Ph. 2 - COR #1	
SR 64 & Dam Road, Parrish, FL	

Contact:	Rob Engel	
Phone:	941-755-6574	
Fax:		
Bid Number:	18-166	
Bid Date:	6/29/2018	

Item Description

Forterra Direct Purchases

FORTERRA PIPE & PRECAST

TAX SAVINGS

FORTERRA PIPE & PRECAST - CO#l

TAX SAVINGS - CO#l

Estimated Quantity	Unit	Unit Price	
1.00	LS	($637,688.77)	
1.00	LS	($38,311.33)	
1.00	LS	$476,661.36	
1.00	LS	$28,599.68	
Total Price for above Forterra Direct Purchases Items:	

Total Price

($637,688.77) ($38,311.33) $476,661.36 $28,599.68

($170,739.06)

DOT Supply	Company Direct Purchases	
DOT Supply Company - Street Light Wiring Assemblies	
TAX SAVINGS		

1.00 1.00

LS LS

($18,525.00)	($18,525.00)	
($1,161.50)	($1,161.50)	

Total

Price

for

above

DOT Supply

Company

Direct

Purchases

Items:

___(~$_1_9_,6_8_6_._5_0~)

Ferguson - Direct Purchases	
FERGUSON WATERWORKS		
TAX SAVINGS		
Valmont Aluminum Direct Purchases	
Valmont Aluminum - Street Light Assemblies	
TAX SAVINGS		
County Materials Direct	Purchases	
COUITTY MATERIALS		
TAX SAVINGS - CO#l		

1.00	LS	($194,362.67)	($194,362.67)		
1.00	LS	($11,711.76)	($11,711.76)		
Total Price for above Ferguson	- Direct Purchases Items:	___,_($'-2_0_6_,_,0_7_4_._4_3""')		
1.00	LS	($128,532.00)	($128,532.00)		
					
1.00	LS	($7,761.92)	($7,761.92)		
Total Price for above Valmont Aluminum Direct Purchases Items:	___(.o...$'-1_3_6_,_,2_9_3_._9_2)""'		
1.00	LS	($471,618.62)	($471,618.62)		
1.00	LS	($28,347.12)	($28,347.12)		
					
Total Price for above County Materials Direct Purchases Items:	---'('""$_4_9-'9,'--9_6_5_.7_4~)		

Total

Bid

Price:

($1,032,759.65)

ACCEPTED:

The above prices, specifications and conditions are satisfactory and are hereby accepted.

CONFIRMED:

Ripa & Associates

Buyer: ____________________	_				
					
Signature:  ___________________	_		
				
Date of Acceptance: ________________	_		

Authorized Signature: ---------------

Estimator:	John Flinn

jflinn@ripatampa.com

Page

1

of

1

BOURNESIDE

BOULEVARD

NORTH PHASE U MAY2016

EXHIBIT"A"

PURCHASE

REQUISITION

REQUEST

FORM

1.

Contract

Person

for

the

material

supplier.

NAME:

JeffZawada

ADDRESS:

1285

Lucerne

Loop

Rd

NE,

Winter

Haven,

FL

33881

TELEPHONE

NUMBER:

..,.4=07'-'-5=7"""2...,-7=98=6._________________

_

2.

Manufacturer or brand, model or specification number of the Item.

Forterra Pipe and Precast

3. 4.

5. 6. 7.

Quantity			
needed as estimated by		
	CONTRACTOR . .,_S=ee"-a=tt=a~ch,..,e=d,._	
		_______	
The			
price quoted by the supplier for the construction materials Identified above.	
$637,688.77			
The sales tax	associated with the price quote. $	38,311.33	
Shipping and	handUng Insurance cost $._.o=.o...,o........___	
Delivery			
dates as established by CONTRACTOR. 10/22/18	

~·
OWNER:

	Auth			
CONTRACTOR:	Ripa and	Associates LLC		
				
	...~....,	.		
	Authorized Signature		

Date

8/30/....,1.::..8---,-______ Date

Jeffrey

Zawada

05/18/2018 216B14634

Digitally signed by Jeffrey Zawada ON: cn=Jeffrey Zawada, o=Forterra Pipe & Precast, ou=Regional Sales Manager, email=Jeffrey.zawada@forterrabp.c om, c=US

Date: 2018.10.24 10:10:12-04'00'

1.

2.

	BOURNESIDE BOULEVARD NORTH PHASE 0		
			MAY2018		
	EXHIBIT "B"				
	PURCHASE ORDER				
SEE ATTACHED PURCHASE REQUISITION	REQUEST FORM DATED  8/30/18			
					
Forterra Pipe  and  Precast	State of Florida sales tax exemption	number	ss-ao13s129s7c-4		

Lakewood  Ranch  Stewardship  District	is the ultimate consumer of the construction	materials	
purchased pursuant to this Purchase Order.	Supplier shall provide for the required shipping and	
handling insurance cost for delivery of the construction materials by the delivery date specified in	
this Purchase Order.			

OWNER:

CONTRACTOR:

Authorized Signature

Date

8/30/18 Date

05/18/2018 215614534

SECTION 00800-

Page

LWRSD 18 of 28

~,, ~"

Confirming

-	FORTERRA"'		
1::			
Forterra Pipe & Precast		

Quote

Date
Quote No.
Project

Contractor

August 30, 2018

18061510384696

Bourneside Blvd N.

BRADENTON, FL

MANATEE County

PH

II

Bid Date

Plan Date

Engineer

06/15/2018

Heidt  &  Assoc. Inc.

We are pleased to and are subject to

quote the following on the change alter 60 days from

above project. bid date.

Prices are

committed

on

this

project

only

Storm	Structures							
Descrietion								
(6) Control Structure ($6,520.31)			
Control Structure C Box (6" wall, 6" base)			
With: Eyebolts & Chains, USF 6610 Steel Grate Painted,		
Skimmer		CS-200:	$935.08, CS-300:	$989.08,		
(CS-100:	$991.18,					
CS-400:	$1,216.68, CS-600:	$1,046.83)			
Control Structure D Box (6" wall, 6	11	base)			
					
With: Eyebolts & Chains, USF 6625 Steel Grate,		
Skimmer									
(CS-500:	$1,341.46)							
(12)	Headwall ($37,395.00)					
DOT	250	Headwall 18"	Single					
(S-710: $945.00, S-711: $945.00)					
DOT 250 Headwall 24"	Single					
(S-208: $1,359.00)							
DOT	250	Headwall 30"	Single					
(S-205: $1,980.00)							
DOT	250	Headwall 36"	Double					
(S-708: $3,480.00,	S-709: $3,480.00)			
DOT	250	Headwall 36"	Single					
(S-700: $2,751.00,	S-701: $2,751.00)			
DOT	250	Headwall 42"	Double					
(S-704: $4,926.00,	S-705: $4,926.00, S-706:			
$4,926.00, S-707:	$4,926.00)					

Quantit}'.

5 EA

1	EA	

2 EA

1 EA

1 EA

2 EA

2 EA

4 EA

Unit Price

$1,035.77

$1,341.46

$945.00

$1,359.00

$1,980.00

$3,480.00

$2,751.00

$4,926.00

Ext Price

$5,178.85

$1,341.46

$1,890.00

$1,359.00

$1,980.00

$6,960.00

$5,502.00

$19,704.00

Page

1

of

7

Bourneside Blvd

N,

PH

II

(14)	Junction Box ($16,163.88)									
48" Diameter (5" wall, 8"	base)					8	EA	$846.03		
With:  24" Concentric Cone Top, USF 170	E Ring & Cover				
(S-105:	$776.46,	S-203;	$762.12, S-303:	$762.12,	S-				
307:	$736.17,	S-503;	$1,087.19, S-509:	$1,093.33,	S-				
603:	$777.83,	S-609:	$773.04)									
60" Diameter (6" wall, 8"	base)					5	EA	$1,462.10		
With:  8" Slab Top,	USF 170E Ring & Cover						
(S-111:	$1,518.63, S-204: $1,481.91,	S-410:						
$1,348.20, S-612:	$1,381.89, S-613: $1,579.87)					
72" Diameter (7" wall, 8"	base)					1	EA	$2,085.12		
										
With:  8" Slab Top,	USF 170 E Ring & Cover.						
(S-413:	$2,085.12)												
(16) Miscellaneous	($8,865.00)									
24" Endwall/Pipe	Support							7	EA	$480.00		
		$480.00, S-720:	$480.00,	S-				
(S-112:	$480.00,	S-405:							
730:	$480.00,	S-740:	$480.00, S-750;	$480.00, S-770:				
$480.00)															
30" Endwall/Pipe	Support							3	EA	$525.00		
		$1,050.00)									
(S-512:	$525.00,		S-760:										
36" Endwall/Pipe	Support							4	EA	$607.50		
		$607.50, S-506:	$607.50,	S-				
(S-108:	$607.50,		S-414:							
614:	$607.50)														
42" Endwall/Pipe	Support							1	EA	$712.50		
												
(S-606:	$712.50)													
48" Endwall/Pipe	Support							1	EA	$787.50		
												
(S-309:	$787 .SO)													
(7)	P-5	Curb	Inlet ($8,448.03)									
48" Diameter	P-5 Curb Inlet	(5" wall, 8"	base)		3	EA	$848.10		
With:  8" Slab Top,	USF 6625	Steel Grate								
(S-101:	$846.28,		S-401:	$849.70, S-406: $848.33)					
48"	Diameter	P-5 Curb Inlet (5" wall, 8"	base)		2	EA	$1,217.84		
With: Type 5 Top,	USF 5160-6310 Frame	and	Grate	-				
Painted	$1,221.94, S-607: $1,213.75)									
(S-407:										
60"	Diameter	P-5 Curb Inlet	(6" wall, 8"	base)		2	EA	$1,734.02		
With: Type 5 Top,	USF 5160-6310 Frame	and	Grate	-				
Painted,	8" Red Slab												
(S-102:	$1,706.46, S-608: $1,761.57)									
{39) P-6 Curb Inlet	($58,035.19)									
4' x 5' P-6 Curb Inlet	(8" wall, 8" base)					1	EA	$3,100.12		
With: Type 6 Top,	USF 5160-6310 Frame	and	Grate	-				
Painted, 8" Top Slab												
(S-605:	$3,100.12)												
						Page	2 of 7					Bourneside Blvd N. PH II		

$6,768.26

$7,310.50

$2,085.12

$3,360.00

$1,575.00

$2,430.00

$712.50

$787.50

$2,544.31

$2,435.69

$3,468.03

$3,100.12

p

48" Diameter P-6 Curb	Inlet	(5" wall,  8"	base)			
With: 8" Slab Top,	USF 6625	Steel	Grate			S-		
(S-103:	$849.02, S-106: $849.70, S-109: $849.02,			
201: $848.33, S-206:	$848.33, S-301:	$849.02, S-304:		
$849.02,	S-305:	$696.04,	S-403:	$696.04,	S-408:			
$883.17,	S-411:	$859.26,	S-501:	$849.02,	S-504:			
$849.02,	S-507:	$848.33,	S-510:	$849,02,	S-601:			
$883.17,	S-604:	$849.02,	S-610:	$1,218.02)			
48" Diameter P-6 Curb	Inlet	(5" wall, 8	11	base)			
					-		
With: Type 6 Top,	USF	5160-6310	Frame and Grate			
Painted		$1,529.86,	S-207:	$1,702.64,	S-402:			
(S-103A:							
$1,560.59, S-610A:	$1,519.61)								
60" Diameter P-6 Curb	Inlet	(6" wall, 8"	base)	-		
With: Type 6 Top,	USF	5160-6310	Frame and Grate			
Painted, 8" Top Slab			$1,909.81,		S-202:			
(S-104:	$1,960.84, S-110:						
$1,959.81, S-302:	$1,960.84, S-306:	$1,727.14, S-			
404: $1,936.35,	S-412: $2,060.85, S-502:	$1,960.84,		
S-505: $1,782.25,	S-508:	$1,959.81,	S-511:			
$2,181.27, S-602:	$1,960.84, S-611:	$2,059.83)			
72" Diameter P-6 Curb	Inlet	(7" wall, 8"	base)	-		
With: Type 6 Top,	USF	5160-6310	Frame and Grate			
Painted,	8" Red Slab			$2,786.93,		S-409:			
(S-107:	$2,648.70, S-308:						
$2,343.71)														

18	EA	$856.81	$15,422.55	

4	EA	$1,578.18	$6,312.70	

13	EA	$1,955.42	$25,420.48	

3	EA	$2,593.11	$7,779.34	

Storm Quote Total	$135,427.41	

Reinforced	Concrete	Pipe		
Pieces	Unit	Total Feet	Descri~tion	
2	Each		24" Mitered/Sloped End Section,	
			Round	Reinforced Concrete Pipe,	
			Bell, 4:	1 Slope, Profile Gasket	
4	Each		36" Mitered/Sloped End Section,	
			Round  Reinforced Concrete Pipe,	
			Bell, 4: 1 Slope, Profile Gasket	

Class	Unit Price	
III	$329.76	
III	$1,155.04	

Total Price
$659.52

$4,620.16

1	Each	

254	8.0	2032.0	
263	8.0	2104.0	

19" x 30" Mitered/Sloped End		III	
Section,	Elliptical Reinforced			
Concrete	Pipe, Bell, 4: 1 Slope,			
Profile Gasket				
18" Round  Reinforced	Concrete	Pipe,	III	
Profile Gasket				
24" Round Reinforced	Concrete	Pipe,	III	
Profile Gasket				

$386.40

$15.25

$24.40

$386.40

$30,988.00

$51,337.60

Page

3

of

7

Bourneside Blvd

N.

PH

II

582	8.0	4656.0	
332	8.0	2656.0	
113	8.0	904.0	

30" Round Reinforced Concrete Pipe,

Profile Gasket

36" Round Reinforced Concrete Pipe,

Profile Gasket

42" Round Reinforced Concrete Pipe,

Profile Gasket

III

III

III

$33.20

$46.10

$62.30

$154,579.20

$122,441.60

$56,319.20

16	8.0	128.0	
71	8.0	568.0	
11	8.0	88.0	

48" Round Reinforced Concrete Pipe,	III	$76.95	$9,849.60		
Profile Gasket					
60" Round Reinforced Concrete Pipe,	III	$119.39	$67,813.52		
Profile Gasket					
19" x 30" Elliptical Reinforced	III	$37.12	$3,266.56		
Concrete PiQe, Profile Gasket			$502,261.36		
		RC Pipe Total			

Notes:

21 Curb

Inlets

quoted

with Top Slabs and

USF

6625

"D"

Grates

per

Bid

Schedule

marked

Temporary

Top.

Round

Reinforced

Concrete

Pipe

as

Per ASTM-C-76 and FDOT.

Quanities, class, and size quanlties when ordering.

of

RCP

and

ERCP

are for bidding purposes only.

Contractor

to

verify

size and

If Pipe Diapers are required Please use the Following prices. Prices are per each connection.

12 x18	
14 x 23	
19 x 30	
24 x 38	
29	x 45	
34 x 53	
38 x 60	
43	x 68	
48	x 76	
58 x 91	

or or or or or or or or or or

15"@	5.11	
18"@	5.73	
24" @ 6.83	
30" @ 8.49	
36"@	9.14	
42"	@ 10.42	
48"	@11. 70	
54" @ 12.55	
60"@	13.73	
72"@	15.70	

Quote

Total

$637,688.77

Page

4

of

7

Bourneside Blvd

N.

PH

II

Subject to State, County & Local Taxes.		
F.O.B.: Jobsite, unloaded by others.		
Above prices based on truckload quantities.		
Terms:	1% 10th,	Net 30			
Pricing is subject	to a 7% escalator for all material		
not shipped beginning one year from purchase		
order or quotation acknowledgement date.		
Each succeeding	year will be	subject to an		
additional 7%	escalator and	will stay in effect for		
the duration of the project.			
Julie Kinzle	292-7132			
Office:	(239)				
Cell:	(239)	292-7132			
FORTERRA PIPE AND PRECAST LLC		
By;						

Accepted by Buyer			
By;			
Title:			
Date_: ______________	_		

Page

5

of

7

Bourneside

Blvd

N.

PH

II

1.

Terms and Conditions		
PRICE: Unless otherwise stated, all processing, manufacturing, severance, gross receipts,	use and/or sales taxes, either now in	
effect or becoming effective after date of this contract, shall be added to the invoice and paid by the Purchaser, except when	
otherwise provided by law.		
Unless otherwise agreed upon, custom Items will be billed in full 60 days after manufacture; these items will be	
discarded after 90 days at an additional 20% disposal fee.		

For all tax exempt sales the exemption certificate shall be attached and returned with signed contract	
quoted on truckload quantities delivered to jobslte	on weekdays during regular working hours. Unless	
understood that the prices quoted on products are	contingent on the sale of quantities quoted.	

to the Seller. Prices are otherwise stated, It is

RECEIPTED

BILL

OF

LADING

SHALL

BE

BINDING

UNLESS

IMMEDIATELY

DISPUTED.

2.

NOTICE OF ASSIGNMENT OF ACCOUNT AND TERMS OF PAYMENT: Seller'sright to receive payments under this contract has been assigned to Forterra Pipe & Precast, LLC. , P.O. Box 842481, Dallas, TX 75284-2481. All accounts are payable in current funds to Forterra Pipe & Precast, LLC. at such address in Dallas, Texas. Payments on account by the Purchaser may, at the option of Forterra Pipe & Precast, LLC. be applied on the oldest unpaid Items of account In order of original date.

3.

4.

Discounts will	be allowed only If the Purchaser owes no past due accounts for any product heretofore sold by Forterra	Pipe &		
Precast, LLC Its affiliates or subsidiaries.									
Accounts are payable gross upon expiration of discount period. Interest wlll be charged on ail past due accounts at	the maximum	
legal rate allowed by law In the State where the Contract Is consummated. In the event the collection	of	any unpaid balance	Is	
placed In the hands of attorneys, Purchaser shall pay reasonable attorney fees and costs of collection. If,	at	any time, the Financial	
responsibility	of the  Purchaser Is  impaired	or	unsatisfactory  to  the  Seller,  the  Seller  shall  have  the  right to  cancel  orders,	
discontinue shipments, require payments In	advance and/or require	other satisfactory security to guarantee that invoices will	be	
paid	promptly when due.											
DELIVERY: Jobs quoted for truck delivery	at point-of-use are based	on delivery of products In truckload quantities as near the		
desired location on the job as Is accessible.	The	location shall be deemed inaccessible if the truck cannot proceed with the full load	
itsand under	own power without damage to the truck or driver.						
The quoted delivery is based upon using our	normal and customary equipment and personnel. In the event this procedure conflicts	
with any existing situation at or near the desired terminus-of-delivery, the Purchaser shall receive and become responsible for the	
products at a delivery location acceptable to	our normal procedure.						
The	Purchaser shall furnish a representative	on	the job whlle receiving truck delivery to direct unloading and sign Bill	of Lading.		
The	Purchaser agrees to discharge trucks in	accordance with applicable tariff(s) in affect at the time of shipment.			
In order to Insure availability and	satisfactory delivery service if applicable, the Purchaser agrees to give reasonable notice to		
Seller prior to delivery.											
SHIPMENTS: All shipments shall	be unloaded in their entirety at the designated delivery or unloading point, and no shipment Is	to	
be partially unloaded at one point	and	the remainder elsewhere. All shipments, rail and truck, are subject to all applicable tariff		
regulations.												
Claims for damages In transit must be	noted on	Bill of Lading, or they will not be considered.					

5.

6.

The Seller shall have the right to ship from other than the designated point of origin without the change of quoted price.				
CONTINGENCIES:  All quotations and agreements are subject to the contingencies of and delays in production and delivery.			
Seiler will not be responsible for delays resulting from fire, flood, strikes, lockouts, difference with workmen, accidents, war,			
insurrection, delays in transportation, equipment failure, shortage of cars, trucks, Fuel or products governmental Interface or			
regulation, acts of God or any other contingencies beyond Seller'scontrol.				
WARRANTY:  THE FOLLOWING IS IN UEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT	NOT	OF		
UMITED TO ANY EXPRESS OR IMPUED WARRANTIES OF MERCHANTABIUTY OR FITNESS FOR A PARTICULAR PURPOSE	AND			
ANY OTHER OBUGATION ON THE PART OF THE SELLER.				

7.

8.

Seller warrants that at the time of delivery, the quality of	products and workmanship of Seller'sproduct delivered under this		
contract shall conform to the requirements of the specifications set forth In the Sales Contract, or to Seller'sstandard		
manufacturing practice If specifications have not been agreed upon with the Buyer.		
SPECIFICATIONS: The specifications of the product sold under this contract are stated on the Face of the sates Contract/Bill	of	
Lading.			
REMEDIES AND DAMAGES: If the products furnished by	Seller fails to conform, at time of delivery, to Seller'swarranty, Seller's	
sole and exclusive liability shall be to repair, replace f.o.b	our plant with full freight allowed to the jobslte, or upon mutual		
agreement to credit Purchaser'saccount for defective products. If repair or replacement Is made, Seller shall have a reasonable	
time to make such repair or replacement. Notice of defective products must be given to Seller immediately upon discovery of	the	

Page

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defect. Notwithstanding the foregoing, delivery.

final

notice

of

any defect hereunder must

be

given within thirty (30) days from date of

9.

IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,	LOSSES OR		
			
EXPENSES DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE PRODUCTS OR FROM ANY		
OTHER CAUSE OR BREACH HEREOF,	INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY	OR NEGLIGENCE,		

PURHCASER'S WARRANITIES:	No warranties	express or Implied, or representations made by the Purchaser to any person,		
firm or organization with respect	to the products furnished under this contract shall In any manner enlarge the Seller'swarranty		
contained herein and Purchaser shall Indemnify and hold Seller and Its affiliated subsidiary companies harmless against and with		
respect to all damage costs, expenses, claims and liabilities arising out of any such warranty or representation	made by the		
			
Purchaser.							

10.	LEGAL ACTION: No legal action shall be brought by the Purchaser	against the Seller for any claim with respect to any products		
			It Is agreed that any cause of		
	furnished under this contract more than one year after delivery of such products to the Purchaser.			
	action with respect to such products shall accrue on the date of delivery of such products.			

11.	TITLE: Title transfers upon delivery, and Purchaser is then responsible for proper protection, lighting, placement, blocking or chocking, compliance with all regulations and ordinances, and will indemnify and defend Seller against all claims for personal Injuries or property damage arising from said products.

12.	INSPECTION: Any charges incurred for testing after the Initial inspection or test made by or on behalf of Purchaser	to determine		
					
	compliance with specifications shall be paid by Purchaser. Purchaser agrees to permit Seller to	receive a copy of all laboratory			
	tests from laboratory at no expense to Seller.								
13.  GENERAL:  Products other than normal design are for Purchaser'saccount. In the event any provision of this Sales Contract is			
	held to be unenforceable	by any court of competent	jurisdiction, the remaining provisions hereof shall remain in full force and			
									
	effect.									
No	waiver of condition of sale	shall be implied from any failure by Seller to exercise same. This Instrument	supersedes all previous			
			the terms and conditions		
quotations and/or contracts on this sale. Sale and delivery of the listed products are made subject solely to			
herein stated notwithstanding any contrary provisions	on	purchase orders subsequently received by	the Seller. Additional	or different		
					be		
terms or any attempt by Purchaser to vary In any degree any of the terms of the sales contract shall be deemed products and shall			
rejected. Purchaser will sign and return this Instrument to Seller.						

UNLESS THIS INSTRUMENT IS RETURNED, APPROVED OR REJECTED, CONTRACT WILL BE CONSIDERED ACCEPTED BY PURCHASER.

TO

SELLER

WITHIN

TEN

(10)

DAYS

FROM

RECEIPT,

THE

Page

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(For

CERTIFICATE OF ENTITLEMENT				
direct purchase of construction materials by a governmental	entity		
			
pursuant to 212.08(6), F.S. and Rule 12A-l.094,	F.A.c.)			

The undersigned authorized representative	of  Lakewood Ranch Stewardship District  (hereinafter			
					,		
"Governmental Entity"), Florida Consumer's Certificate of Exemption Number  85-8013512957C-4			
affirms that the tangible personal property purchased pursuant to Purchase Order Number_	be		
18061510384696	from	Forterra Pipe & Precast  (Vendor) on or after August 30, 2018  (date) will			
incorporated into or become a part of a public facility as	part of a public works contract pursuant to			
contract#	with	Ripa & Associates, LLC	(Name of Contractor)	for the construction of	Bourneside		
								
Blvd. North Phase II									
Governmenlj,I Entity affirms that the purchase of the tangible personal property contained in the			
attached f¾'.Jrc9ase3rder	meet~ the following exemption	requirements contained in Section 212.08(6),		
							
F.S., and R9l{1JK-1.094,	F.A.C ..							

Y

p

u	injPibl	each	of the following requirements.						
-)~eatt	died	Purchase Order is issued directly to the vendor supplying	the tangible personal		
						
erty t	Contract_9-J'. will use in the identified	public works.						
								
,	e vendrs'fnvoice will be issued directly to Governmental	Entity.				
				Entity to the vendor		
	aym	flt of the vendor's invoice will be made directly	by Governmental			

Ii	unds.

overnmental Entity will take title to the tangible personal

purchase or of delivery by the vendor.

5. Governmental Entity assumes the risk of damage or loss at

endor.

property

the time

from the vendor at the

of purchase or delivery

by

Governmental Entity affirms that if the tangible personal property identified in the attached Purchase		
Order does not qualify for the exemption	provided in Section 212.08(6), F.S., and Rule 12A-l.094,	F.A.C.,		
							
Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal		
property purchased.  If the Florida Department	of Revenue determines that the tangible personal			
		does not qualify exemption,forthe			
property purchased tax-exempt by issuing this Certificate				
		to be due.			
Governmental Entity will be liable for any tax, penalty, and interest determined				

I understand that if for payment of the degree felony.

I fraudulently issue this certificate to evade the payment of sales tax I will be liable		
____ ,____	to conviction of a third		
sales tax plus a penalty of 200% of the tax and may be.subject			
			
~

,.,.,.------✓.,.------~

Under the penalties facts stated in it are

of tr

perjury, .

I declare that-I-have read the foregoing Certificate	of Entitlement and the	
V		

Ant

e	Auth~tze9.,,!<epresentative
J. Chiot<tlo  ,./

Supervisor		
Title	,	-		
	- ,			
	9	1		

15

1

Purchasel'slm,.e1Print or Type)
,,/

Federal E  player Identification Number:

Date

_7_6-_0_7_98_6_9_0___

_

Telephone Number:   941-755-1626

Do

not

Youa must attach   copy of the send to the Florida Department of the vendor's and

Purchase Order to this Certificate of Entitlement.				
Revenue. This Certificate of Entitlemen_!,,must	. j retained in			
the contractor's books and records.  1fh	· _ .--::::-	~f I IQ		
I('-(::,_,;~	. --:.~0,			
f.w,,,, !,t.d,({_,J	7/7//o		

BOURNESIDE

BOULEVARD

NORTH PHASE II

MAY 2018

EXHIBIT

"A"

PURCHASE REQUISITION REQUEST FORM

1.

Contract Person for the material supplier.

NAME:

Jeff

Zawada

ADDRESS:

1285

Lucerne

Loop

Rd

NE,

Winter

Haven,

FL

33881

TELEPHONE

NUMBER:

------------------------407572-7986

2.

Manufacturer or brand,

model

or specification

number

of

the item.

Forterra

Pipe

and

Precast

3. 4.

5. 6. 7.

Quantity needed as estimated by CONTRACTOR. _S_e_e_a_tt_a_c_he_d The price quoted by the supplier for the constructionidentified materials

$ -476661.36

The sales tax associated with the price quote. $ -28599.68
Shipping and handling insurance cost. $_0_.0_0____

Delivery dates as established by CONTRACTOR.  November

above.

_

OWNER:

Authorized Signature (Title)	Date

Jeffrey

Zawada

05/18/2018 215614534

10-18-18 Date

Digitally signed by Jeffrey Zawada ON: cn=Jeffrey Zawada, o=Forterra Pipe & Precast, ou=Regional Sales Manager, email=jeffrey.zawada@forterrabp. com, c=US
Date: 2018.10.24 10:09: 19 -04'00'

SECTION 00800-LWRSD

Page 17 of28

1.

2.

BOURNESIDE BOULEVARD NORTH PHASE II		
	MAY 2018		
EXHIBIT "B"			
PURCHASE ORDER			
SEE ATTACHED PURCHASE REQUISITION	10/18/18		
REQUEST FORM DATED			
_F_o_rt_e_r_ra_P~ip_e_a_n_d_P_r_e_ca_s_t__ State of Florida sales tax exemption number 85-8013512957C		

Lakewood Ranch		is the ultimate consumer of the construction materials		
Stewardship District			
purchased pursuant to this	Purchase Order. Supplier shall provide for the required shipping and		
handling			
				
insurance cost for delivery of the construction materials by the delivery date specified in		
this Purchase Order.				

OWNER:

Authorized Signature (Title)	Date

CONTRACTOR:

Ripa

and

Associates

LLC

Authorized Signature	10-18-18		
	Date		

05/18/2018	SECTION 00800-LWRSD		
215614534			
	Page 18	of28		

Deduct

Reinforced

Concrete Pipe

Pieces	Unit	
2	Each	

Total

Feet

Descri~tion

24" Mitered/Sloped End Section,

Round Reinforced Concrete Pipe,

Bell, 4: 1 Slope, Profile Gasket

Class	Unit Price	
III	$329.76	

Total Price

$659.52

4	Each	36" Mitered/Sloped	End Section,	
		Round Reinforced Concrete Pipe,	
		Bell, 4: 1 Slope, Profile Gasket	

III	$1,155.04	

$4,620.16

1

Each

19" x 30" Mitered/Sloped End

Section, Elliptical Reinforced

Concrete Pipe, Bell, 4: 1 Slope,

Profile Gasket

III

$386.40

$386.40

254	8.0	2032.D	18" Round Reinforced Concrete Pipe,	III	$15.25		
							
			Profile Gasket				
263	8.0	2104.0	24" Round Reinforced Concrete Pipe,	III	$24.40		
			Profile Gasket				

$30,988.00

$51,337.60

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582	8.0	4656.0	
332	8,0	2656.0	
113	8.0	904.0	
16	8,0	128,0	

30" Round Reinforced

Profile Gasket

36" Round Reinforced

Profile Gasket

42" Round Reinforced

Profile Gasket

48" Round Reinforced

Profile Gasket

Concrete Pipe,

Concrete Pipe,

Concrete Pipe,

Concrete Pipe,

III

III

III

III

$33,20	$154,579.20	
$46.10	$122,441.60	
$62.30	$56,319.20	
$76.95	$9,849.60	

71	8.0	568.0	
11	8.0	88.0	

60" Round Reinforced Concrete Pipe,	III	$119.39	$67,813.52		
Profile Gasket						
19" x 30"	Elliptical Reinforced	III	$37.12	$3,266.56		
Concrete	PiQe	1	Profile Gasket		RC Pipe Total	$502,261.36		

Page4of7

Bourneside Blvd

N.

PH

II

Add

Confirming Quote

-	FORTERRA'"		
1::			
Forterra Pipe & Precast		

Date

Quote No.
Project

Contractor

October 18, 2018

18061510384696

Bourneside Blvd N.

BRADENTON, FL

MANATEE County

PH

II

Bid Date
Plan Date

Engineer

06/15/2018

Heidt  &  Assoc. Inc.

We are pleased and are subject

to to

quote the following on the change after 60 days from

above project. bid date.

Prices

are

committed

on

this

project

only

Storm	Structures			
Description			
(1)	Miscellaneous ($25,600.00)		
60"	Triple, 2 piece,  Headwall			
(S-703,	S-702: $25,600.00)			
Notes:	to be poured in field	by others.		
Toe wall				

Quantity	Unit Price	Ext Price	

2 EA	$12,800.00	$25,600.00	

Storm

Quote

Total

$25,600.00

Quote

Total

$25,600.00

Page

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II

Subject to State, County & Local Taxes.		
F.O.B.:	Jobsite, unloaded by others.		
Above prices based on truckload quantities.		
Terms:	1 %  10th, Net 30		
Julie Kinzle	521-1371		
Office: (706)			
Cell:	(706)	521-1371		
FORTERRA PIPE AND PRECAST LLC		
By:				

Accepted by Buyer				
By:				
Title:  ______________	_		
			
Date: ______________	_		

Page

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1.

Terms and Conditions			
PRICE: Unless otherwise stated, all processing, manufacturing, severance, gross receipts, use and/or sales taxes, either now in	
effect or becoming effective after date of this contract,	shall be added to the invoice and paid by the Purchaser,	except when		
otherwise provided by law.					
Unless otherwise agreed upon, custom items	will	be billed in full 60 days after manufacture; these	items will	be	
discarded after 90 days at an additional 20%	disposal fee.			

2.

3.

4.

5.

6.

7.

8.

For all tax exempt sales the exemption certificate shall	be	attached and	returned with signed contract to the Seller. Prices are			
quoted on truckload quantities delivered to jobsite on weekdays during		regular working hours. Unless otherwise stated,	it is			
understood that	the prices quoted on products are contingent on the sale of quantities quoted.													
RECEIPTED BILL	OF LADING SHALL BE	BINDING UNLESS IMMEDIATELY DISPUTED.																
NOTICE OF ASSIGNMENT OF	ACCOUNT AND	TERMS OF PAYMENT: Seller'sright	to receive payments under	this	contract has		
been assigned to Forterra Pipe &	Precast, LLC. , P.O. Box 842481, Dallas, TX	75284-2481. All accounts are payable		in	current			
funds to Forterra Pipe & Precast,	LLC. at such address	in Dallas, Texas. Payments on account by the Purchaser may,	at the	option		
of Forterra Pipe & Precast, LLC.	be	applied on the oldest unpaid items of account in order	of original date.											
Discounts will	be allowed	only if the Purchaser owes no past due accounts for	any product heretofore sold	by	Forterra Pipe	&			
Precast,	LLC its affiliates or subsidiaries.																									
Accounts are payable gross upon expiration	of discount period. Interest will	be	charged on all past due accounts	at the maximum		
legal rate allowed	by law in the State	where the Contract is consummated.	In	the	event the collection	of	any	unpaid	balance is		
placed in	the hands of	attorneys,	Purchaser shall	pay reasonable attorney fees and costs	of collection.	If,	at	any time, the financial		
responsibility	of	the	Purchaser	is	impaired	or	unsatisfactory to  the	Seller,	the	Seller shall  have	the  right	to		cancel	orders,		
discontinue shipments, require	payments	in	advance and/or require other satisfactory security to guarantee that	invoices will be		
paid  promptly when due.																														
DELIVERY: Jobs quoted for truck	delivery	at point-of-use	are based on	delivery	of products in truckload quantities	as near the		
desired location on the	job as is	accessible. The location shall be deemed inaccessible	if the truck	cannot proceed with the full load		
and under its own power	without	damage to the	truck or driver.																				
The quoted delivery is	based upon using our	normal and customary equipment and personnel. In	the event this procedure conflicts		
with any	existing situation at or	near the desired	terminus-of-delivery,	the Purchaser shall receive and become responsible	for the		
products	at a delivery location acceptable to	our	normal procedure.																				
The Purchaser shall furnish a representative on the job while receiving	truck delivery to direct unloading and sign Bill	of	Lading.		
The Purchaser agrees to discharge	trucks in accordance with applicable	tariff(s) in affect at the time of shipment.									
In order	to insure	availability and	satisfactory delivery	service if applicable, the Purchaser agrees to give reasonable notice	to			
Seller prior to	delivery.																															
SHIPMENTS:	All shipments shall	be unloaded in	their	entirety at the designated delivery	or unloading	point,	and no shipment is to		
be partially unloaded	at one point and	the	remainder elsewhere. All shipments, rail and truck, are	subject to all applicable tariff		
regulations.																																			
Claims for damages in	transit must be	noted on Bill of	Lading, or they will not be considered.													
The Seller shall have	the	right to ship from	other	than the designated point of origin	without the change of quoted price.					
CONTINGENCIES:	All quotations and agreements are subject to the contingencies	of and delays in production and	delivery.			
Seller will not	be	responsible for delays resulting	from	fire, flood, strikes, lockouts, difference with	workmen,	accidents, war,			
insurrection, delays in transportation, equipment	failure, shortage of cars, trucks, fuel	or products governmental interface or			
regulation, acts of God	or	any other contingencies beyond Seller'scontrol.																		
WARRANTY:	THE FOLLOWING IS IN	LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED	OR	STATUTORY, INCLUDING BUT NOT	OF		
LIMITED	TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY	OR FITNESS	FOR A PARTICULAR PURPOSE	AND			
ANY OTHER OBLIGATION	ON THE	PART OF THE SELLER.																					
Seller warrants that at	the time	of	delivery, the quality	of products and workmanship	of Seller'sproduct delivered	under	this			
contract	shall conform	to	the requirements of the specifications set forth in the Sales Contract, or	to Seller'sstandard						
manufacturing practice	if	specifications have	not	been agreed upon with	the Buyer.																
SPECIFICATIONS: The specifications	of the product sold	under this contract are stated on the face of the Sales Contract/Bill	of		
Lading.																																				
REMEDIES AND	DAMAGES: If the products furnished by	Seller fails to conform, at time of delivery, to Seller'swarranty,	Seller's		
sole and exclusive	liability shall	be	to repair,	replace f.o.b our plant with full freight allowed to the	jobsite, or	upon mutual				
agreement to	credit Purchaser'saccount for	defective products. If repair or replacement is made, Seller shall have a reasonable		
time to make such repair	or replacement. Notice	of defective products	must be given to Seller immediately upon discovery	of	the		

Page

3

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4

Bourneside Blvd

N.

PH

II

defect. Notwithstanding the foregoing, delivery.

final

notice

of

any

defect

hereunder

must

be

given

within

thirty

(30)

days

from

date of

IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, EXPENSES DIRECTLY OR INDIRECTLY ARISING FROM

INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR

THE SALE, HANDLING OR USE OF THE PRODUCTS OR FROM ANY

OTHER

CAUSE

OR

BREACH  HEREOF,

INCLUDING

BUT

NOT

LIMITED

TO BREACH OF

WARRANTY

OR

NEGLIGENCE.

9.	PURHCASER'S WARRANITIES:  No warranties  express	or implied, or representations made by the Purchaser to any person,		
	firm or organization with respect to the products furnished	under this contract shall in any manner enlarge the Seller'swarranty		
	contained herein and Purchaser shall indemnify and hold Seller and its affiliated subsidiary companies harmless against and with		
	respect to all damage costs, expenses, claims and liabilities arising out of any such warranty or representation	made by the		
				
	Purchaser.				

10.

LEGAL ACTION: No legal action shall be brought by the Purchaser against the Seller for any claim furnished under this contract more than one year after delivery of such products to the Purchaser. action with respect to such products shall accrue on the date of delivery of such products.

with respect to It is agreed that

any any

products cause of

11.

12.

TITLE: Title transfers upon delivery, and Purchaser is then responsible for proper protection, lighting, placement, blocking or chocking, compliance with all regulations and ordinances, and will indemnify and defend Seller against all claims for personal

injuries or property damage arising from said products.

INSPECTION: Any charges incurred for testing after the initial inspection or test made by or on behalf of Purchaser to determine compliance with specifications shall be paid by Purchaser. Purchaser agrees to permit Seller to receive a copy of all laboratory
tests from laboratory at no expense to Seller.

13.

GENERAL:	Products other	
held to be unenforceable by	
effect.		

than any

normal design are for Purchaser'saccount. In court of competent jurisdiction, the remaining

the event any provision of this	Sales Contract is	
provisions hereof shall remain	in full force and	

No waiver of condition of sale shall be implied from any failure by Seller to exercise same. This instrument supersedes all quotations and/or contracts on this sale. Sale and delivery of the listed products are made subject solely to the terms and herein stated notwithstanding any contrary provisions on purchase orders subsequently received by the Seller. Additional terms or any attempt by Purchaser to vary in any degree any of the terms of the sales contract shall be deemed products
rejected. Purchaser will sign and return this instrument to Seller.

previous conditions or different and shall be

UNLESS THIS INSTRUMENT IS RETURNED, APPROVED OR REJECTED, CONTRACT WILL BE CONSIDERED ACCEPTED BY PURCHASER.

TO

SELLER

WITHIN TEN

(10)

DAYS

FROM

RECEIPT,

THE

Page 4

of

4

Bourneside Blvd N.

PH

II

BOURNESIDE

BOULEVARD

NORTH PHASE II MAY2018

EXHIBIT

"A..

PURCHASE

REQUISmON

REQUEST

FORM

1.

Contract

Person

for

the

material

supplier.

NAME:

Michael Delagarza

ADDRESS:

3204

Lena

Rd.

TELEPHONE

NUMBER:

_,.9	4	1-747- 7==1==0==0------	~----	=-----		
.....	....	..............				

2.

Manufacturer

or

brand,

model

or

specification

number

of

the

item.

DOT

Supply Company

Inc.

- Street

Light

Wiring Assemblies for Boumeside Blvd

3. 4.

5. 6. 7.

Quantity needed as estimated by CONTRACTOR. =S-=-ee-=--=att=a=c=-h=e=d________		
The price quoted by the supplier for the construction materials identified above.		
$18.525			
The sales tax associated with the price quote. $ 1.161.50		
Shipping and handling insurance cost. $-=-0-=0.....0____	_		
			
Delivery dates as established by CONTRACTOR. Aprox 12/11/18		

OWNER:

CONTRACTOR:

Authorized Signature

Date

8/21/18 Date

05/18/2018	SECTION 00800-LWRSD		
			
215614534	Page~		

~

1.

BOURNESIDE BOULEVARD	NORTH PHASE II	
	MAY2018	
EXHIBIT "B"'		
PURCHASE ORDER		
SEE ATTACHED PURCHASE REQUISITION REQUEST FORM DATED	8-21-18	

2.

DOT

Supply

Company

Inc

State

of

Florida

sales

tax

exemption

numberBS-B0l35l2957C-4

Lakewood  Ranch  stewardship  District	is the ultimate	consumer of the construction materials	
purchased pursuant to this Purchase Order.	Supplier shall	provide for the required shipping and	
handling Insurance cost for delivery of the construction materials by the delivery date specified in	

this

Purchase

Order.

OWNER:

	/	.,,,--7		
		~/		
Lakewood Ra ncj}~t~ward9,IJ,if5District		
Authb~Slgnatur6	(Trtfe)			

if· 3/-IS'

Date

coNTRAcToR:

_2.="'<w..._.,.....~~~~~~-"'-~'=•~f.e..~s_L~L~c_.__________	_		
			
~	Date		
Authorized Signature			

05/18/2018 215614534

	'	
---::,	
SECTION O	SD	
Page 18	of 28	

Date: Aug 13, 2018	Quote: DOT17-11896-1	Page 1/2
	valmontW	Quote Breakout		
	(ffi'.(,E	Dot Lighting, Inc.		
	-~! Lightmg Systemn	6353 Millstone Drive		
				
		New Port Richey FL 34655		
		Phone: (727) 375-0555		
Project	Bourneside Blvd Manatee County - Lighting	Quoter: Terry Worthington		
				
Location	Manatee County FL			
Quote	DOT17-11896-1			

To:		For					
Lakewood Ranch Stewardship District    Bid Date	Sep 6, 2017				
12051 Corporate Blvd	Expires	Oct 6, 2017				
Orlando FL 32817-1450						
Dot Supply Co., Inc.		Price  LIQ	ExtPrice		
QTY    Type	MFG	Part					
65	DOTS	WIRING ASSEMBLY PER INDEX 17500	$285.00	$18,525.00		
			Total	$18,525.00		
			Freight Allowance		$0.00		
			Min Billing				

Terms:  see last page for terms and conditions of sale

., F=--<'.~'.

Terry Worthington	Page 1/2

(For

CERTIFICATE OF ENTITLEMENT		
entity		
direct purchase of construction materials by a governmental	
pursuant to 212.08(6), F.S. and Rule 12A-1.094,	F.A.C.)	

The undersigned authorized representative of  Lakewood Ranch Stewardship District  (hereinafter			
"Governmental Entity"), Florida Consumer's Certificate of Exemption Number  85-8013512957C-4			
affirms that the tangible personal property purchased pursuant to Purchase Order Number  DOT17-			
11896-1  from  DOT Supply Co., Inc.  (Vendor) on or after August 21, 2018	(date) will be incorporated		
into or become a part ofpublica	facility as part of a public works contract pursuant to contract#	_		
				
for		the construction of	Bourneside Blvd. North			
with  Ripa & Associates, LLC  (Name of Contractor)					
Phase II						

Governmental Entity affirms that the purchase of the tangible personal attached Purchase Order meets the following exemption requirements F.S., and R11!£ytA-1.094, F.A.C.:

property contained in the contained in Section 212.08(6),

Y

u

fuLIJ{[pifial each of the following requirements.			the tangible personal		
(/'"Pne	a}tachecj Purchase Order is issued directly to the vendor supplying			
					
rty t!)e"Con;tactor will use in the identified	public works.						
							
2/he	~ndor's invoice will be issued directly to Governmental	Entity.				
				Entity to the vendor		
•.  :~ment of the vendor's invoice will be made directly	by Governmental			

~tic funds.

J· Governmental Entity will take title to the tangible personal lir/j f purchase or of delivery by the vendor.

~ 5. Governmental Entity assumes the risk of damage or loss at tpe vendor. V

property from the vendor at the the time of purchase or delivery

by

Governmental Entity affirms that if the tangible personal property identified in	the attached Purchase		
Order does not qualify for the exemption	provided in Section 212.08(6), F.S., and Rule 12A-1.094,	F.A.C.,		
						
Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal		
property purchased.  If the Florida Department of Revenue determines that the tangible personal			
property purchased tax-exempt by issuing this Certificate	does not qualify for the exemption,			
		to be due.			
Governmental Entity will be liable for any tax, penalty, and interest determined				

I understand that if for payment of the degree felony.

I fraudulently issue this certificate to evade the payment of sales tax I will be liable		
sales tax plus a penalty of 200%	of the tcJX-and may be subject to conviction	of a third		
				
/,.,,.....,,.	,,,,--_,,,./			

/	I have read		
Under the penalties of perju'.kJd"ec~nat			
			
facts stated in it are,p:ue/,,x /			

the

foregoing Certificate of Entitlement and the

	I	1fe/;:!///-		
		//	J·		
/	1	/   / /'			
					
Signature of Auth/	ized Representative		
Anthony J.	Chiof,a'lo			

Supervisor ----------

Purchaser's Name (Print or Type)	Date

Federal Employer Identification Number:   76-0798690

Telephone Number:   941-755-1626

Do

not

You must attach a copy of the Purchase Order to this Certificate of Entitlement.					
send to the Florida Department of Revenue. This Certificate of Entitlement~ms	retained	in	I		
the vendor'sand the contractor'sbooks and recordsf?i1!z.Y??;,,	~-	.·			
/~	.,_.  ,e__p  s'/lh;1/8		
[,;L--,  ,l,{_,I,1					

BOURNESIDE

BOULEVARD

NORTH PHASE II MAY2018

EXHIBIT"'A"

PURCHASE

REQUDSITION

REQUEST

FORM

1.

Contract

Person

for

the

material

supplier.

NAME:

Jerome

Evans

ADDRESS:

1601

Sarasota Center Blvd,

Sarasota.

FL

34240

TELEPHONE

NUMBER:

8	13....-.....37	

--=6__.•5=8-'-'45"-------------------

2.

Manufacturer or

brand,

model

or

specification

number

of

the

item.

See

submittals

Ferguson Waterworks

3. 4.

5. 6. 7.

Quantity needed as estimated by CONTRACTOR.	...;:S=e=e-=a=tta=c=h=ed=-----------		
						
The price quoted by the supplier for the construction materials identified above.		
$ 194362.67	u~		176-~		
	-f					
		JI)?	/Fe			
The sales tax associated with the price quote. $_ct			/	j'		
Shipping and handling Insurance cost. $....0....,.....____	_				
					
Delivery dates as established by CONTRACTOR.	January 2019			

OWNER:

CONTRACTOR:

05/18/2018 215614534

/0·- '/-If

Date

10-5-18 Date

- '

SECTION O	RSD
Page 17 of28

1.

2.

BOURNESIDE BOULEVARD NORTH	PHASE II	
MAY2018	

	EXHIBIT "B"										
PURCHASE ORDER										
SEE ATTACHED PURCHASE REQUISITION REQUEST FORM DATED  10-5-18									
--=-F-=e=r....,g-=u-s...,.o...,n._________	State of Florida sales tax exemption	number s	5	-soi	35	iz	957	c-	4		

											

Lakewood  Ranch  Stewardship	District	is the ultimate consumer	of the construction materials		
purchased pursuant to this Purchase Order. Supplier shall provide for the required shipping and		
handling insurance cost for delivery	of the construction materials	by the delivery date specified in		

this Purchase Order.							

OWNER:

Authorized Signature (Title)

CONTRACTOR:	Ripa and Associates
0:::
Authorized Signature

Date

10-5-18 Date

05/1	B/2018	
215614534	

SECTION 00800-LWRSD
Page 18 of 28

'11.	FERGUSON®	
..,,, Waterworks	
	a WOLSELEY company	

LOCATION: TAMPAUG WAREHOUSE: 1212 #1212 1601 SARASOTA CENTER BOULEVARD SARASOTA, FL 34240

Phone: 941-379-8989

F ax:941-379-3797

Project:

Bid Date:

Bid Time:

Estimator:

Location:

Engineer:

Job Notes:

BOURNESIDE BLVD TOL PROPOSAL 06/21/2018

MANATEE COUNTY

Job Terms:

Thinking Tomorrow, Today!!!

10/5/2018

Page

1 of

11

,,,,_ FERGUSON'
7'Waterworks
a WOLSELEY ccrr,pany

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

UNDERDRAIN 6" UNDERDRAIN: 9400'

Item

A067301 00BS

T140NL 125360 PSPWT210

Description/

6 X 100 Single Wall Perforated HOPE Pipe with Sock Mirafi 140NL Non Woven 12.5X360 500 Sy

2 X 100 10 MIL Pipe Wrap Tape 6" UNDERDRAIN: 9400'Unit Price:

6" UDCO: 116

Qty	Net Price	UM	
9,400		$1.55		FT	
13,500		$0.55		SY	
19		$3.60		EA	
	$2.35	I	Subtotal:	

Total $14,570.00

$7,425.00 $68.40 $22,063.40

Item MUL063216 MUL040952 MUL040958 BVTM SDR35PU14 PFSSHC63152

Description/

6 PVC Sewer GXG 90 Bend

6 PVC Sewer Hub Female Cleanout Adapter

6 PVC Sewer REC Thread Cleanout Plug

3 Brass Valve ID Tag

6 X 14 SDR35 PVC GJ Sewer Pipe

2-1/2 -10 Stainless Steel HOSE Clamp

6" UDCO: 116 Unit Price:

Qty	Net Price	UM	
116	$14.44	EA	
116	$14.14	EA	
116	$10.80	EA	
116	$14.00	EA	
588	$2.38		FT	
232	$2.15		EA	
	$69.74 I	Subtotal:	

Total $1,675.04 $1,640.24 $1,252.80 $1,624.00 $1,399.44 $498.80 $8,090.32

Item SDR35PU14 PFSSHC63152

6	11	UD CONNECTION TO PRECAST: 45							
										
Description/			Qty	Net Price	UM	Total		
										
6 X 14 SDR35 PVC GJ Sewer Pipe	98		$2.38		FT	$233.24		
2-1/2 -10 Stainless Steel HOSE Clamp	90		$2.15		EA	$193.50		
6" UD CONNECTION TO PRECAST: 45 Unit Price:		$9.48	/	Subtotal:	$426.74		
					UNDERDRAIN	$30,580.46		

Item DR18BP12 DR18BPX R10UF41

PD3105852737 E155205

WATER PVC WATERLINE PIPE

Description/

12 C900 DR18 PVC GJ Blue Pipe

8 C900 DR18 PVC GJ Blue Pipe

10 GA 500 FT Solid Underground Feeder Blue Wire Spool 3 X 1000 Underground Detectable Water Blue

2X108150 SER Blue ID Tape

PVC WATERLINE PIPE Unit Price:

Qty 40 3,440 7,000

4 4

Net Price	UM	
$14.47	FT	
$6.83		FT	
$202.00	M	
$27.00	EA	
$4.00		EA	
INF/	Subtotal:	

Total $578.80 $23,495.20 $1,414.00

$108.00 $16.00 $25,612.00

10/5/2018

Page 2

of

11

,1.. 71

FERGUSON'
Waterworks

0 WOLSELEY =npan:1

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

Bell Joint Restraints

Item	Description/

SPWPC8	Sigma8	Bell Restraint For C900 *PVLOK

Bell Joint Restraints Unit Price:

WIRE BOXES: 3 PACKS

Qty

41

Net Price	UM

$62.28	EA

INF/	Subtotal:

Total $2,553.48 $2,553.48

Item	Description/

K90220	Direct BURY Whirlpool Lug Aqua Five Piece

DRYCON

WIRE BOXES: 3 PACKS Unit Price:

Fire Hydrant Assembly: 5

Qty	Net Price	UM	
3	$29.00	PK	
	$29.00 I	Subtotal:	

Total $87.00

$87.00

Item

MJSTLAXU

Description/

8 X 6 Mechanical Joint C153 Swivel Tee Less

Accessories

Qty	Net Price	UM	Total		
					
5	$106.05	EA	$530.25		

SPVC4008

P680378 AFC2606DLAFMM

SPVC4006

P680377 K62335 AFCB84BLAOLPNMAN

8 4000 Series PVC Stargrip Restraint Less

Accessories

8 MJ EPDM Bolt and Gasket Pack

6 Mechanical Joint Resilient Wedge Ductile Iron

Open Left Stainless Steel Stem Valve Less
Accessories

6 4000 Series PVC Stargrip Restraint Less

Accessories

6 MJ EPDM Bolt and Gasket Pack

600V AQBL Whirlpool Wire Connection 5-1/4 8848 Hydrant 4'0Open Left La New MAN Fire Hydrant Assembly: 5 Unit Price: 8" MJ Gate Valve

10	$34.66	EA	
10	$17.02	EA	
5	$437.19	EA	
10	$23.44	EA	
15	$14.88	EA	
5	$0.80		EA	
5	$2,250.00	EA	
$2,988.92 /	Subtotal:	

$346.60

$170.20 $2,185.95

$234.40

$223.20 $4.00 $11,250.00 $14,944.60

Item

AFC2608DLAFMM

SPVC4008

P680378 K62335

Description/

8 Mechanical Joint Resilient Wedge Ductile Iron

Open Left Stainless Steel Stem Valve Less

Accessories

8 4000 Series PVC Stargrip Restraint Less

Accessories

8 MJ EPDM Bolt and Gasket Pack

600V AQBL Whirlpool Wire Connection 8" MJ Gate Valve Unit Price:

Qty	Net Price	UM	Total		
					
6	$695.76	EA	$4,174.56		
12	$34.66	EA	$415.92		
12	$17.02	EA	$204.24		
6	$0.80		EA	$4.80		
	$73.84 /	Subtotal:	$4,799.52		

10/5/2018	Page 3 of 11

,,,_ FERGUSON.
.,, Waterworks

0 WOLSELEY ccmpany

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

Item

AFC2612DLAFMM

SPVC4012

P680376 K62335

Item

DSCP25018

SSCSX18

CSESX18

12" MJ Gate Valve								
Description/		Qty	Net Price	UM	Total		
								
12 Mechanical Joint Resilient Wedge Ductile Iron		1	$1,425.20	EA	$1,425.20		
								
Open Left Stainless Steel Stem Valve Less								
Accessories								
12 4000 Series PVC Stargrip Restraint Less		2	$68.97	EA	$137.94		
								
Accessories								
12 MJ EPDM Bolt and Gasket Pack		2	$26.39	EA	$52.78		
								
600V AQBL Whirlpool Wire Connection		1	$1.25		EA	$1.25		
12" MJ Gate Valve Unit Price:	$1,617.17 /	Subtotal:	$1,617.17		
STEEL CASING PIPE: 90'							
Description/		Qty	Net Price	UM	Total		

18 X .250 Steel Casing Pipe		90	$3,910.00	C	$3,519.00		
8 X 18 SS Casing Spacer		11	$73.48	EA	$808.28		
8 x 18 Casing End Seal		2	$76.47	EA	$152.94		
STEEL CASING PIPE: 90'Unit Price:		$49.78 /	Subtotal:	$4,480.22		
							
08" MJ Cement Lined 22-1	/2							

Item

MJ2LAX

SPVC4008

P680378

Description/

8 Mechanical Joint C153 22-1/2 Bend Less

Accessories

8 4000 Series PVC Stargrip Restraint Less

Accessories

8 MJ EPDM Bolt and Gasket Pack

08" MJ Cement Lined 22-1/2 Unit Price:

08" MJ Cement Lined 45

Qty	Net Price	UM	
4	$58.80	EA	
8	$34.66	EA	
8	$17.02	EA	
$162.16 /	Subtotal:	

Total $235.20

$277.28

$136.16 $648.64

Item MJ4LAX SPVC4008

P680378

Description/		Qty	Net Price	UM	Total		
								
8 Mechanical Joint C153 45 Bend Less Accessories	11	$60.20	EA	$662.20		
						
40008	Series PVC Stargrip Restraint Less	22	$34.66	EA	$762.52		
								
Accessories								
8 MJ EPDM Bolt and Gasket Pack		22	$17.02	EA	$374.44		
								
	08" MJ Cement Lined 45	Unit Price:	$163.56 I	Subtotal:	$1,799.16		

10/5/2018

Page4of11

,.,_ FERGUSON'
-,, Waterworks

a WOLSELEY coo:pany

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

08"	MJ Cement Lined 90	

Item MJ9LAX SPVC4008

P680378

Description/

8 Mechanical Joint C153 90 Bend Less Accessories

8 4000 Series PVC Stargrip Restraint Less

Accessories

8 MJ EPDM Bolt and Gasket Pack

MJ 08"	Cement Lined 90 Unit Price:

Qty	Net Price	UM		
2		$73.85	EA		
					
4		$34.66	EA		
4		$17.02	EA		
$177.21	/	Subtotal:		

Total $147.70 $138.64

$68.08 $354.42

12"	x 08" MJ Cement Lined	Red		

Item P680376 MJRLA12X

SPVC4012

SPVC4008

P680378

Description/				
12 MJ EPDM Bolt and Gasket Pack			
12 X 8 Mechanical Joint C153 Reducer Less			
Accessories				
12 4000 Series PVC Stargrip Restraint Less			
Accessories				
8 4000 Series PVC Stargrip Restraint Less			
Accessories				
8 MJ EPDM Bolt and Gasket Pack			
12"MJx 08"	Cement Lined Red Unit Price:		
	BLOW OFF ASS EMBLY:	2		

Qty	Net Price	UM	
1	$26.39	EA	
1	$74.90	EA	
	$68.97	EA	
1	$34.66	EA	
1	$17.02	EA	
$221.94 /	Subtotal:	

Total $26.39 $74.90

$68.97

$34.66

$17.02 $221.94

Item

MJTCAPLAXK

SPVC4008

P680378 MJTCAPLA 12K

SPVC4012

P680376 FC8477NL FINSERT55 PEC9BLK100 RCIMBMANATEE DG200DCAL DG200AAL K62335

Description/				
8 X 2 Mechanical Joint C153 IPT Tap on Pipe Cap		
Less Accessories				
8 4000 Series PVC Stargrip Restraint Less		
Accessories				
8 MJ EPDM Bolt and Gasket Pack				
12 X 2 Mechanical Joint C153 IPT Tap on Pipe Cap		
Less Accessories				
12 4000 Series PVC Stargrip Restraint	Less		
			
Accessories				
12 MJ EPDM Bolt and Gasket Pack				
Lead Law Compliant 2 MIP X CTS PJ Coupling		
2 CTSStfnrPet Insert				
2 X 100 CTS SDR9 HOPE Pipe Blue				
*ROME Cast Iron Oval Meter Box With Blue Lid		
2 Aluminum Dust Cap				
2 Aluminum Male Adapter X Female	NPT		
				
600V AQBL Whirlpool Wire Connection		
BLOW OFF ASSEMBLY: 2 Unit Price:		

Qty	Net Price	UM	
1	$46.20	EA	
1	$34.66	EA	
1	$17.02	EA	
1	$75.95	EA	
1	$68.97	EA	
1	$26.39	EA	
4	$61.43	EA	
4	$1.90		EA	
100	$136.00	C	
2	$39.00	EA	
2	$5.50		EA	
2	$2.80		EA	
2	$0.80		EA	
$377.35 /	Subtotal:	

Total $46.20

$34.66

$17.02 $75.95

$68.97

$26.39 $245.72 $7.60 $136.00 $78.00 $11.00 $5.60 $1.60 $754.71

10/5/2018

Page

5

of

11

,,,_ FERGUSON.
..,, Wate1works

a WOLSELEY cooipany

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

WATER:	$57,872.86

Item DR18PP12 DR18PP10 DR18PPX DR18PPU PD3105PP115737

R10UFB1

E155200

RECLAIMED WATER						
PVC PIPE WITH ACC'S						
Description/	Qty	Net Price	UM		
						
12 C900 DR18 PVC GJ Purple Pipe	40	$14.47	FT		
10 C900 DR18 PVC GJ Purple Pipe	40	$10.25	FT		
8 C900 DR18 PVC GJ Purple Pipe	6,080	$6.83		FT		
6 C900 DR18 PVC GJ Purple Pipe	5,760	$3.94		FT		
3 X 1000 Underground Detectable Reclaimed	12	$27.00	EA		
Water Purple						
10 GA 500 FT Solid Underground Feeder Purple	24,000	$202.00	M		
					
Wire Spool						
2X108 150 SER Purple ID Tape	12	$4.00		EA		
PVC PIPE WITH ACC'SUnit Price:		INF/	Subtotal:		
						
Bell Joint Restraints						

Total $578.80 $410.00 $41,526.40 $22,694.40 $324.00

$4,848.00

$48.00 $70,429.60

Item SPWPC8 SPWPC6

Description/	Qty	Net Price	UM	Total		
							
8 Sigma Bell Restraint For C900 *PVLOK	72	$62.28	EA	$4,484.16		
6 Sigma Bell Restraint For C900 *PVLOK	72	$37.19	EA	$2,677.68		
						
Bell Joint Restraints Unit Price:		INF/	Subtotal:	$7,161.84		
WIRE BOXES: 5 PACKS							

Item

K90220

Description/

Direct BURY Whirlpool Lug Aqua Five Piece

DRYCON

WIRE BOXES: 5 PACKS Unit Price:

06" MJ Cement Lined 45

Qty	Net Price	UM	Total	
5	$29.00	PK	$145.00	
	$29.00 I	Subtotal:	$145.00	

Item MJ4LAU SPVC4006

P680377

Description/		
6 Mechanical Joint C153 45 Bend Less Accessories	
6 4000 Series PVC Stargrip Restraint Less	
Accessories		
6 MJ EPDM Bolt and Gasket Pack		
06" MJ Cement Lined 45	Unit Price:	

Qty	Net Price	UM	Total	
50	$41.30	EA	$2,065.00	
100	$23.44	EA	$2,344.00	
100	$14.88	EA	$1,488.00	
$117.94 /	Subtotal:	$5,897.00	

10/5/2018

Page 6 of

11

,,,_ FERGUSON.
-,, Watetworks

a WOLSELEY ro-npany

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

Item MJ4LAX SPVC4008

P680378

	08" MJ Cement	Lined 45	
Description/		
8	Mechanical Joint C153 45 Bend Less Accessories	
8 4000 Series PVC Stargrip Restraint Less	
Accessories		
8	MJ EPDM Bolt and Gasket Pack		
	08" MJ Cement Lined 45 Unit Price:	
	Lined06"MJ Cement	90	

Qty	Net Price	UM	Total	
46	$60.20	EA	$2,769.20	
92	$34.66	EA	$3,188.72	
92	$17.02	EA	$1,565.84	
$163.56 /	Subtotal:	$7,523.76	

Item MJ9LAU SPVC4006

P680377

Description/		
6 Mechanical Joint C153 90 Bend Less Accessories	
6 4000 Series PVC Stargrip Restraint Less	
Accessories		
6 MJ EPDM Bolt and Gasket Pack		
06" MJ Cement Lined 90	Unit Price:	
Lined08"MJ Cement	90	

Qty	Net Price	UM	
1	$50.75	EA	
2	$23.44	EA	
2	$14.88	EA	
$127.39 /	Subtotal:	

Total $50.75 $46.88

$29.76 $127.39

Item MJ9LAX SPVC4008

P680378

Description/		
8 Mechanical Joint C153 90 Bend Less Accessories	
8 4000 Series PVC Stargrip Restraint Less	
Accessories		
8 MJ EPDM Bolt and Gasket Pack		
08" MJ Cement Lined 90	Unit Price:	
Lined06"MJ Cement	T	

Qty	Net Price	UM	
1		$73.85	EA	
2		$34.66	EA	
2		$17.02	EA	
$177.21	/	Subtotal:	

Total $73.85 $69.32

$34.04 $177.21

Item MJTLAU SPVC4006

P680377

Description/

6 Mechanical Joint C153 Tee Less Accessories

6 4000 Series PVC Stargrip Restraint Less

Accessories

6 MJ EPDM Bolt and Gasket Pack

06" MJ Cement Lined T Unit Price:

Qty	Net Price	UM	
1	$73.50	EA	
3	$23.44	EA	
3	$14.88	EA	
$188.46 I	Subtotal:	

Total $73.50 $70.32

$44.64 $188.46

10/5/2018

Page 7 of

11

I.I. FERGUSON'
-,, Waterworks

e WOLSELEY company

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

08" MJ Cement Lined Tee

Item MJTLAX SPVC4008

P680378

Description/	
8 Mechanical Joint C153 Tee Less Accessories	
40008	Series PVC Stargrip Restraint Less	
Accessories	
8 MJ EPDM Bolt and Gasket Pack	
	08" MJ Cement Lined Tee Unit Price:	

Qty	Net Price	UM	
1	$110.25	EA	
3	$34.66	EA	
3	$17.02	EA	
$265.29 /	Subtotal:	

Total $110.25 $103.98

$51.06 $265.29

08"	x 06" MJ Cement Lined	Red		

Item

MJRLAXU

SPVC4008

SPVC4006

P680378 P680377

Description/	
8 X 6 Mechanical Joint C153 Reducer Less	
Accessories	
40008	Series PVC Stargrip Restraint Less	
Accessories	
6 4000 Series PVC Stargrip Restraint Less	
Accessories	
8	MJ	EPDM Bolt and Gasket Pack	
6	MJ	EPDM Bolt and Gasket Pack	
		08" x 06" MJ Cement Lined Red Unit Price:	

Qty	Net Price	UM	
1	$43.05	EA	
1	$34.66	EA	
1	$23.44	EA	
1	$17.02	EA	
1	$14.88	EA	
$133.05 I	Subtotal:	

Total $43.05

$34.66

$23.44

$17.02 $14.88 $133.05

Item

MJRLA10U

SPVC4010 SPVC4006

SMGPE10 P680377

1 0" x 06" MJ Cement Lined Red					
Description/		Qty	Net Price	UM		
							
10 X 6 Mechanical Joint C153 Reducer Less	1	$55.30	EA		
Accessories							
10 4000 Series PVC Stargrip Restraint		1	$65.50	EA		
6 4000 Series PVC Stargrip Restraint Less	1	$23.44	EA		
Accessories							
10 Mechanical Joint Bolt & EPDM Gasket	Pack	1	$20.20	EA		
							
6 MJ EPDM Bolt and Gasket Pack		1	$14.88	EA		
							
10" x 06" MJ Cement Lined Red	Unit Price:	$179.32 /	Subtotal:		

Total $55.30

$65.50 $23.44

$20.20 $14.88 $179.32

10/5/2018

Page

8 of

11

II.FERGUSON.
-,, Waterworks

e WOLSELEY CO<l'.pany

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

12"	x 08" MJ Cement Lined Red	

Item P680376 MJRLA12X

SPVC4012

SPVC4008

P680378

Description/

12 MJ EPDM Bolt and Gasket Pack

12 X 8 Mechanical Joint C153 Reducer Less

Accessories

12 4000 Series PVC Stargrip Restraint Less

Accessories

8 4000 Series PVC Stargrip Restraint Less

Accessories

8 MJ EPDM Bolt and Gasket Pack

12" x 08" MJ Cement Lined Red Unit Price:

6" MJ Gate Valve

Qty	Net Price	UM	
1	$26.39	EA	
1	$74.90	EA	
1	$68.97	EA	
1	$34.66	EA	
1	$17.02	EA	
$221.94 /	Subtotal:	

Total $26.39 $74.90

$68.97

$34.66

$17.02 $221.94

Item

AFC2606DLAFMM

SPVC4006

P680377 K62335

Description/

6 Mechanical Joint Resilient Wedge Ductile Iron

Open Left Stainless Steel Stem Valve Less

Accessories

6 4000 Series PVC Stargrip Restraint Less

Accessories

6 MJ EPDM Bolt and Gasket Pack

600V AQBL Whirlpool Wire Connection 6" MJ Gate Valve Unit Price:

8" MJ Gate Valve

Qty	Net Price	UM	Total		
					
7	$437.19	EA	$3,060.33		
14	$23.44	EA	$328.16		
14	$14.88	EA	$208.32		
7	$0.80		EA	$5.60		
$514.63 I	Subtotal:	$3,602.41		

Item

AFC2608DLAFMM

SPVC4008

P680378 K62335

Description/

8 Mechanical Joint Resilient Wedge Ductile Iron

Open Left Stainless Steel Stem Valve Less
Accessories

8 4000 Series PVC Stargrip Restraint Less

Accessories

8 MJ EPDM Bolt and Gasket Pack

600V AQBL Whirlpool Wire Connection 8" MJ Gate Valve Unit Price:

Qty	Net Price	UM	Total		
					
7	$695.76	EA	$4,870.32		
14	$34.66	EA	$485.24		
14	$17.02	EA	$238.28		
7	$0.80		EA	$5.60		
$799.92 /	Subtotal:	$5,599.44		

10/5/2018

Page

9 of

11

,.1.	FERGUSON"	
7'Waterworks	
	a WOLSELEY o::mpany	

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

Item

AFC261 0DLAFMM

SPVC4010 SMGPE10 K62335

1 O" MJ Gate Valve

Description/

10 Mechanical Joint Resilient Wedge Ductile Iron

Open Left Stainless Steel Stem Valve Less

Accessories

10 4000 Series PVC Stargrip Restraint 10 Mechanical Joint Bolt & EPDM Gasket Pack 600V AQBL Whirlpool Wire Connection 10" MJ Gate Valve Unit Price: 12" MJ Gate Valve

Qty	Net Price	UM	Total	
1	$1,126.31	EA	$1,126.31	
2		$65.50	EA	$131.00	
2		$20.20	EA	$40.40	
1		$0.80		EA	$0.80	
$1,298.51	/	Subtotal:	$1,298.51	

Item

AFC2612DLAFMM

SPVC4012

P680376 K62335

Description/

12 Mechanical Joint Resilient Wedge Ductile Iron

Open Left Stainless Steel Stem Valve Less

Accessories

12 4000 Series PVC Stargrip Restraint Less

Accessories

12 MJ EPDM Bolt and Gasket Pack

600V AQBL Whirlpool Wire Connection 12" MJ Gate Valve Unit Price:

Qty	Net Price	UM	Total	
1	$1,425.20	EA	$1,425.20	
2	$68.97	EA	$137.94	
2	$26.39	EA	$52.78	
1	$0.80		EA	$0.80	
$1,616.72 /	Subtotal:	$1,616.72	

10/5/2018

Page

10

of

11

ltl.FERGUSON" -,, Waterworks

a WOLSELEY COO!pilny

BOURNESIDE BLVD TOL PROPOSAL

BID SARASOTA	
BIDDING PURPOSES ONLY	
TAMPA,  FL	33637	

Item

MJTCAPLAXK

SPVC4008

P680378

MJTCAPLA 1OK

SPVC4010 SMGPE10 MJTCAPLA12K

SPVC4012

P680376 FC8477NL FINSERT55 PEC9PLK100 RCIMBRWL DG200DCAL DG200AAL K62335

	BLOW OFF ASSEMBLY: 4	
Description/	
8 X 2 Mechanical Joint C153 IPT Tap on Pipe Cap	
Less Accessories	
8 4000 Series PVC Stargrip Restraint Less	
Accessories	
8 MJ EPDM Bolt and Gasket Pack	
X 210	Mechanical Joint C153 IPT Tap on Pipe Cap	
Less Accessories	
10	4000 Series PVC Stargrip Restraint	
10	Mechanical Joint Bolt & EPDM Gasket Pack	
X 212	Mechanical Joint C153 IPT Tap on Pipe Cap	
Less Accessories	
12 4000 Series PVC Stargrip Restraint Less	
Accessories	
12	MJ EPDM Bolt and Gasket Pack	
Lead Law Compliant 2 MIP X CTS PJ Coupling	
2 CTS Pet Insert Stfnr	
2 X 100 CTS SDR9 HOPE Pipe Purple 200 #	
*ROME Cast Iron Meter Box With RECLMD Lid	
2 Aluminum Dust Cap	
2 Aluminum Male Adapter X Female NPT	
600V AQBL Whirlpool Wire Connection	
	BLOW OFF ASSEMBLY: 4 Unit Price:	

Qty	Net Price	UM	Total		
					
2	$46.20	EA	$92.40		
2	$34.66	EA	$69.32		
2	$17.02	EA	$34.04		
1	$54.60	EA	$54.60		
1	$65.50	EA	$65.50		
1	$20.20	EA	$20.20		
1	$75.95	EA	$75.95		
1	$68.97	EA	$68.97		
1	$26.39	EA	$26.39		
8	$61.43	EA	$491.44		
8	$1.90	EA	$15.20		
100	$136.00	C	$136.00		
4	$39.00	EA	$156.00		
4	$5.50	EA	$22.00		
4	$2.80	EA	$11.20		
4	$0.80	EA	$3.20		

$335.60 I	Subtotal:	$1,342.41	
	RECLAIMED	$105,909.351	
Net Total:!	$194,362.671	
	Tax:I	$0.ool	
Grand Total: I	$194,362.671	

10/5/2018

Page 11

of

11

BOURNESIDE BOULEVARD NORTH PHASE II

MAY 2018

EXHIBIT "A"'

PURCHASE REQUISITION REQUEST FORM

1.	Contract Person for the material supplier.

NAME: Michael Delagaiza

ADDRESS:  3204 Lena Rd.
TELEPHONE NUMBER: ....94......1~-~74_____7-7___1""""00,___________________

2.	Manufacturer or brand, model or specification number of the item. Valmont Aluminum - Street Light Assemblies for Bourneside Blvd
3.	Quantity needed as estimated by CONTRACTOR. ...S...ee""-=att=a=c=h=e-=d________

4.	The price quoted by the supplier for the construction materials identified above. $128,532

5.	The sales tax associated with the price quote.$ 7.761.92

6.	Shipping and handling insurance cost. $"'"1-=0...0_____

7.	Delivery dates as established by CONTRACTOR. Aprox~----12/11l1-8
OWNER:	eward,s~ct
/

Date

CONTRACTOR:	Ripa and Associates LLC.
~	8/21/18

Authorized Signature	Date

05/18/2018	SECTION 00800-LWRSD	
215614534	Page 17 of28	

1.

	BOURNESIDE BOULEVARD NORTH PHASE II		
			MAY2018		
EXHIBIT	0	8"			
					
PURCHASE	ORDER			
SEE ATTACHED PURCHASE REQUISmON	REQUEST FORM DATED	8-21-18		

2.

....:.V...:;;a;,;;;l;;.;m.;.;:o;,.:.;n;.;;t~A;;;;l;.;;u;;;..;m.;.;:i:.::.n:.;;um~____

State

of

Florida

sales

tax

exemption

numberBS-B013512957C-4

Lakewood  Ranch  Stewardship	District	is the ultimate consumer of the construction	materials		
				and		
purchased pursuant to this Purchase Order. Supplier shall provide for	the required shipping			
				
			~specified in		
handling insurance cost for delivery of the construction materials by the delivery				
this Purchase Order.		__ __,,,~r_,,--•-	~				

,,,.

✓

,..,,/,-

/

OWNER:

CONTRACTOR:	R~P!5.	~ /kSt>C.,)4±~	s	l LL	

~ Authorized Signature

Date

Date

05/18/2018 215614534

SECTION 00800-LWRSD
Pag~

Date: Aug

Project
Location
Quote

13, 2018

valmontW	
(.j.jt,,	GE	
·~)	Li9hling Systems	
·-----,   -..;._:__:0		
Bourneside Blvd Manatee	
Manatee County FL	
DOT17-11896-1	

Quote: DOT17-11896-1	Page 2/2	
Quote	Breakout	
Dot Lighting, Inc.	
6353 Millstone Drive	
New Port Richey FL 34655	
Phone: (727) 375-0555	
Quoter: Terry Worthington	
County - Lighting		

To:			For		
Lakewood Ranch Stewardship District	Bid Date		
12051 Corporate Blvd		Expires		
				
Orlando FL 32817-1450				
Valmont Aluminum	Part			
QTY    Type	MFG				
2	VALA	35/15fTB/AB 140 MPH SATIN		
61	VALA	35/1W15fTB/AB 140	MPH SATIN		
2	VALA	35/1W15fTB/AB 140	MPH SATIN		

Sep
Oct

6, 6,

2017 2017

Price  UQ	ExtPrice	
$1,770.00	$3,540.00	
$1,984.00	$121,024.00	
$1,984.00	$3,968.00	

Total

Freight Allowance
Min Billing

$128,532.00 $1.00

Terms:

see last page for terms and conditions of sale

Terry Worthington

Page 2/2

CERTIFICATE

OF

ENTITLEMENT

	(For direct purchase of construction materials by a governmental entity		
	pursuant to 212.08(6}, F.S. and Rule 12A-1.094, F.A.c.)		
The	undersigned authorized representative of  Lakewood Ranch Stewardship District (hereinafter		
"Governmental Entity"), Florida Consumer'sCertificate of Exemption Number  85-8013512957C-4	,	
affirms that the tangible personal property purchased pursuant to Purchase Order Number DOT17-		
11896-1  from  Valmont Aluminum  (Vendor) on or after August 21, 2018	(date) will be incorporated	
into	or become a part of a public facility as part of a public works contract pursuant to contract#_	
with	Ripa & Associates, LLC  (Name of Contractor) for the construction of	Bourneside Blvd. North		

Phase

II

Governme~{Entity affirms that the purchase of the tangible personal attached Pur~~heOr-der meet~ the following exemption requirements

property contained in the contained in Section 212.08(6),

F.S., and Rul		12  -1.094, F.A.C..	
Y?iifaus	::!1:_i	I each of the following requirements.	
II/- J1)iie	attac ed Purchase Order is issued directly to the vendor supplying the	
pr	r.ty	the	ntractor will use in the identified public works .	
	T		ven9&s invoice will be issued directly to Governmental Entity.	
	t.	ay	ent of the vendor'sinvoice will be madeEntitydirectly by Governmental	

tangible personal

to the vendor

pub·

funds.

overnmental f purchase or of 5. Governmental vendor.

Entity will take title to the delivery by the vendor. Entity assumes the risk of

tangible

damage

personal

or loss at

property from the vendor at the

the time of purchase or delivery by

Governmental Entity affirms that if the tangible personal property identified in the attached Purchase	
Order does not qualify for the exemption provided in Section 212.08(6), F.S., and Rule 12A-1.094,	F.A.C.,	
Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal	
property purchased. If the Florida Department of Revenue determines that the tangible personal		
property purchased tax-exempt by issuing this Certificate does not qualify for the exemption,		
Governmental Entity will be liabletax,for any	penalty, and interest determined to be due.		

I understand that if for payment of the degree felony.

I fraudulently issuecertificatethis sales tax plus a penalty of

200%

to evade the payment of sales o.hl'fe tax and may be subject to

tax I will be liable conviction ofa third

Under the penalties facts stated in it are

of

erjury:;J-e

e.

are

that

I have

read

the

foregoing Certificate

of

Entitlement

and

the

	Supervisor			
	Title	g- .	3	/-		
						
Purchaser'sN~me (Print or Type)	Date					
Federal Employer Identification Number:	76-0798690					

/

J

Telephone Number:   941-755-1626

Do

not

You send to

must attach a copy of the the Florida Department of the vendor'sand

Purchase Order to this Certificate of Entitlement. Revenue. This Certificate of Entitlement must be
the contractor'sbooks and records:~~~--

retained in ~

Fe~7~n/!tJ

BOURNESIDE BOULEVARD NORTH PHASE II MAY 2018

EXHIBIT "A" PURCHASE REQUISITION REQUEST FORM

1.

Contract Person for the material supplier.

NAME:

Johnny Smith

ADDRESS:

PO

Box 435,

Astatula,

FL

34705

TELEPHONE

NUMBER:

------------------------352343-8488

2.

Manufacturer or brand,

model or specification

number

of

the item.

County Materials

3. 4.

5. 6. 7.

Quantity				
needed as estimated by			
	CONTRACTOR. _S_e_e_a_t_ta_c_h_e_d		
		________		
The				
price quoted by the			
	supplier for the construction materials identified above.		
$ 471,618.62				
The sales tax associated with the price			
	quote.$ 28,347.12		
Shipping and handling insurance			
	cost. $_0_._0_0____		
Delivery		November		
dates as established by CONTRACTOR.			

OWNER:

Authorized Signature (Title)	Date		

CONTRACTOR:

Ripa

and

Associates

LLC

Authorized Signature	10/18/18		
	Date		

05/18/2018	SECTION 00800-LWRSD		
215614534			
	Page 17	of 28		

1.

2.

BOURNESIDE	NORTH PHASE II		
BOULEVARD			
	MAY 2018		
EXHIBIT "B"			
PURCHASE ORDER			
SEE ATTACHED PURCHASE REQUISITION REQUEST FORM	10/18/18		
DATED			
_C_o_u_n__,ty,___M_a_te_r_ia_ls	number 85-B013512957C-4		
______ State of Florida sales tax exemption			

Lakewood Ranch Stewardship District	is the ultimate consumer of the construction materials	
purchased pursuant to this Purchase Order.	Supplier shall provide for the required shipping and	
handling insurance		
cost for delivery of the construction materials by the delivery date specified in	
this Purchase Order.		

OWNER:

Authorized Signature (Title)

CONTRACTOR:	Ripa and Associates LLC

Authorized Signature

Date

10/18/18 Date

05/18/2018 215614534

SECTION 00800-LWRSD

Page 18 of28

COUNTY®	
MATERIALS	CORPORATION	
Quote Date:	10/17/18	Prepared by:	
Quote for:	Ripa & Associates	
Project:	Bourneside Blvd North	

	P.O. Box 435, Astatula, FL	34705-0435	
Phone: (352) 343-8488	Toll Free: (866)	343-8488	
		Cell: : (941)	915-3671	
·ohnn .smith	Count Materials.com				
Johnny Smith	Quote Expires:	11/16/18	
	Attn:	Chad Villiard	
	Phone:	813-623-6777	

2,032 2,104 4,656 2,656 904 128 568 88 2 4

LF LF LF LF LF LF LF LF EA EA EA

18" CL Ill

24" CL Ill

30" CL Ill

36" CL Ill

42" CL Ill

48" CL Ill

60" CL Ill

19"X30" CL

24"

36"

19"X30"

Ill

•

RCP CLASS Ill w/prelubed gasket	
RCP CLASS Ill w/prelubed gasket	
RCP CLASS Ill w/prelubed gasket	
RCP CLASS Ill w/prelubed gasket	
RCP CLASS Ill w/prelubed gasket	
RCP CLASS Ill w/prelubed gasket	
RCP CLASS Ill w/prelubed gasket	
ERCP CLASS Ill w/prelubed gasket	
Mitered End Section 4:1	
Mitered End Section 4:1 (2 pieces)	
Mitered End Section 4:1	
As ~	be 1A-eeoteol  DY Ye   uLyeol	

254.0 263.0 582.0 332.0 113.0 16.0 71.0 11.0

•

$14.68	$29,829.76	
$22.36	$47,045.44	
$31.76	$147,874.56	
$44.38	$117,873.28	
$55.36	$50,045.44	
$70.04	$8,965.12	
$106.88	$60,707.84	
$39.11	$3,441.68	
$348.90	$697.80	
$1,186.80	$4,747.20	
$390.50	$390.50	

254 263 582 332 113 16 71 11

EA	18"	
EA	24"	
EA	30"	
EA	36"	
EA	42"	
EA	48"	
EA	60"	
EA	19"X30"	

Filter	diaper	with	bands	
Filter	diaper	with	bands	
Filter	diaper	with	bands	
Filter	diaper	with	bands	
Filter	diaper	with  bands	
Filter	diaper	with	bands	
Filter	diaper	with	bands	
Filter	diaper	with	bands	

$6.27

$7.59

$8.88

$9.98

$10.88

$11.90

$14.26

$7.59

Material to be used for drainage.

Clerical errors are subject to correction.  All M.E.S. quoted as 4:1 slope unless otherwise noted.   All quantities are

rounded up to even joints.

PRICE & AVAILABILITY SUBJECT TO CHANGE AFTER 30 DAYS.  All sales are subject to all applicable Sales Tax

unless exempt tax status is provided prior to first shipment.

SubTotal

State Tax

County Tax

Tax Amt.

Total

$471,618.62 $0.00 $0.00 $0.00 $471,618.62

Prices require

quoted are FULL TRUCK LOAD off loading by customer. Subject

QUANTITIESTRUCKf.o.b. jobsite;	NEAR AS POSSIBLE TO JOBSITE UNDER OWN POWER. All pipe will	
to possible fuel surcharge.  A minimum drop charge may apply on less than full truckload quantities.	

A 30% restocking charge will be added to all returned items. REQUIRE A SIGNED ORDER OR PURCHASE ORDER.

ALL

DESIGN/SPECIALTY

ITEMS

ARE

NON RETURNABLE, NON REFUNDABLE, &

Payment Terms: interest at the rate

All invoices are due and payable by the end of 1-1/2% per month (18% per annum).

of

the month following

the

month

of

purchase.  Invoices not paid when due shall accrue

Contract:	This proposal when signed by Seller and Buyer constitutes a binding contract and is made for acceptance within thirty (30) days from date	
hereof unless used for bidding purposes, in which case it is for acceptance within thirty (30) days of the awarding of the contract.  No other contract will	
signed unless this quotation and its	attached terms and conditions are made a part thereof. This bid is contingent upon successful negotiations	of the	
r	fr	i	·	w	·	r	·	n	h	IC	r/	nr	/S		

be

Page

1

of

3

RIPA-BOURNESIDE BLVD-LWR FL-012218-js

COUNTY®
MATERIALS  CORPORATION

Quote Date:	10/17/18	Prepared by:

Quote for:  Ripa & Associates

Project:  Bourneside Blvd North

	P.O. Box 435, Astatula, FL 34705-0435		
Phone: (352) 343-8488	Toll Free: (866)	343-8488		
		Cell: : (941)	915-3671		
·ohnn .smith	Count Materials.com					
Johnny Smith	Quote Expires:	11/16/18		
					
	Attn:	Chad Villiard		
	Phone:	813-623-6777		

Account#:

Ripa & Associates

Buyer

(print

name):

1------------------------	1	

Order

Date:

Signature:

Delivery Contact Name:

Delivery Address:

1 1

------------------------ ------------------------

1 1

P.O.#:	1	1		
Phone#:	-----------			
	L	1		
	-----------			
Estimated Start:			

3,057

79

Page

2

of

3

RIPA-BOURNESIDE BLVD-LWR FL-012218-js

PIPE DIVISION TERMS AND CONDITIONS OF QUOTATION/SALES CONTRACT

1.

2.

3.

CONTRACT TERMS:  The terms and conditions stated herein	shall constitute the complete and exclusive statement of the terms hereof  shall supersede all mi.Q( oral and written statements of filll'.	
kind whatsoever made QY. the parties or their representatives.	If this is a quotation, it shall become an order !!QQ!! the acceptance of the Buyer  and shall not become binding on the Seller unless and	
until ill acknowledgment  accepting the illQ.fil. has been mailed !Q the fuiYfil )1y_ the Seller  fil which time the contract formed QY. such acceptance subsequent	!Q	this quotation (Qi: acknowledgment	
whichever is applicable) purporting to modify or add to the terms and conditions hereof shall be binding unless consented to in writing which makes reference	to	this quotation (Qi: acknowledgment	
whichever i2 applicable)  and which has been signed QY. the Qfil!Y against whom enforcement of such modification or addition i§ sought.  For the purpose Qf	determining the law applicable ill this	
agreement the agreement shall be deemed to have been executed and performed in the State of Florida.			
CREDIT:  Buyer agrees to make prompt payment in accordance with the terms hereof, without reference to Buyer'sagreement with the owner. or any other party. and with no right of retention.  If Buyer	
is or becomes insolvent, or is unable to pay its debts as they mature. or files or has filed against it a bankruptcy. insolvency, or similar petition. or if Seller in good faith doubts the ability of the Buyer to	
pay, Seller may demand cash payment in advance before shipments are made, and in the event Buyer fails to make such payment within fifteen (15) days after such demand. Seller may cancel the	
unperformed portion of the contract. without prejudice to its right to hold Buyer liable for all damages resulting from such failure to pay.			
INTEREST AND COSTS:  Invoices not paid when due shall bear interest at the rate of 1 1/2% per month if not prohibited by law. otherwise at the highest lawful contract rate, and Buyer shall pay such	
interest upon demand. together with reasonable costs of collection (including attorneys'fees and disbursements) incurred after default in payment of the price or interest due thereon whether or not a	
lawsuit is commenced.				

4.

5.

6.

7.

8.

9.

10.

TAXES:  Sales. use. excise. or similar taxes arising out of or relating to the sale, delivery. installation. or use of the products are not included in the price except as otherwise specified herein.  All such	
taxes are the sole responsibility of the Buyer.		
CHANGE ORDERS: Change orders after receipt of Purchaser'sorder may necessitate rescheduling estimated delivery date(s) for Purchaser'sorder.  Change orders may result in additional charges	
for time. labor and materials costs which shall increase the Purchaser'scontractual price stated in the Sales ContracVQuotation.  Purchaser agrees to bear any additional costs arising out of or	
resulting from any change order made by Purchaser under the terms and conditions of this contract	
CANCELLATION OF ORDER. Purchaser shall be responsible for damages to Seller resulting from cancellation by Purchaser of Purchaser'sorder, including incidental and consequential damages.	
Seller shall be entitled to all damages incurred in connection with this order. including. without limitation. material procurement costs, administrative costs. lost profits. and incidental and consequential	
damages.		
DELIVERY TERMS:  All scheduled delivery dates are approximate and subject to delays caused by civil insurrection. war. fire. slrike or other labor disturbances, acts of God. shortages of materials or	
event beyond Seller'sreasonable control, none of which factors or events shall give rise to any liability on the part of Seller, but shall extend the delivery date for a period equivalent to the time lost by	
reason of all such factors or events.  Seller is not liable for any damage resulting from delivery of product on private property or when required to deliver inside the curb line.	
FREIGHT ALLOWANCE:  Whether product Is delivered by trucks owned by Seller. any of its affiliates, or by carrier, the purchase price shall increase by an amount equal to the freight allowance.	
Purchaser will pay such increase as part of the purchase price together with any additional costs arising out of delivery.	
FREIGHT DAMAGE:  For product delivered by common carrier.  Purchaser accepts risk of	loss upon deliver of the product by Seller to the common carrier, and Purchaser'ssole remedy shall be	
against the common carrier for any loss or damage to the product resulting from shipment.	For product delivered by Seller or any of its affiliates. Purchaser shall have the remedy set forth in the	
"Limited Warranty and Remedy" section hereof. provided Purchaser provides written notice of damage within seven (7) days of the time the product is delivered to destination.	
CANCELLATION:  In the event the order is cancelled by Purchaser prior to delivery, or Purchaser otherwise defaults hereunder, Seller shall be entitled to all damages incurred in connection with this	
order, including without limitation, restocking costs, material procurement costs, administrative costs, lost profits, and incidental and consequential damages.	

12.

13. 14.

DESIGN AND INSTALLATION OF PRODUCTS:  Seller shall have no responsibility for the design of the products. or the installation of the products. it being understood that the Seller's sole	
responsibility is described on the face hereof. and that harmful cracking or other damage may occur if the products are not property designed or installed.	
BACK CHARGES/DAMAGES. Seller will not permit or accept any back charges for any reason nor will it accept any assessment for damages due to delivery performance unless authorized in writing	
by Seller prior to these charges being incurred.				
LIMITED WARRANTY AND REMEDY: Product manufactured and provided QY. Seller hereunder i§ subject ill i! limited warranty 101 !l1l!:!Y. QQ). llil.l'§.and further warrants that the products conform Q[	
exceed	subject !Q reasonable variance irl accordance with normal industry practice with the applicable ASTM Standard/Specifications. 8fil'.defects irl the product ceused QY. the workmanship of Seller	
will be repaired or replaced	)1y_  Seller, as determined )1y_	Setler in its sole discretion at no cost to Purchaser  if Purchaser provides written notice to Seller within seven ill~ of discovery of such	
defect.	If Purchaser fails to	provide !l!lli!!.V written notice	of defect within the warranty period  Purchaser shall be barred from the remedy as allowed herein. Costs Qf return or redelivery of defective	
product	[a!lQr. removal and reinstallation charges are not included irl the remedy and shall ~ borne QY.	Purchaser. The foregoing remedy is Purchaser'ssole and exclusive remedy irl connection with	
the product and is~ made in substitution of filr£ and all	remedies provided at law or in equity	including under the uniform romrnerciaj code as enacted in Florida or elsewhere. Under no	
circumstances shall Seller be liable for liquidated  special	indirect	or consequential damages of any nature whatsoever.	

Further, the foregoing limited warranty and sole remedy run only in favor of the original Purchaser and may not be assigned or otherwise transferred. The above warranty assumes proper use. handling, and maintenance of product. A defect in product arising from improper use. handling, or maintenance of the product shall not be the responsibility of Seller and shall void the foregoing warranty and remedy. Except as set forth herein. no other warranty (whether express, implied. or statutory) is made by Seller. THE EXPRESS WARRANTY STATED ABOVE IS IN PLACE OF ALL OTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED. INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AND ALL OTHER SUCH WARRANTIES OR GUARANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY SELLER. NO PERSON OR PERSONS HAVE AUTHORITY TO MAKE ANY ADDITIONAL REPRESENTATIONS OR PROM I ES ON BEHALF OF SELLER OR TO MODIFY THE TERMS OR LIMITATION OF THE ABOVE WRITTEN LIMITED WARRANTY.

15.

16.

CHOICE OF LAW FORUM· Any action arising out of or related to the transactions contemplated by this Sales ContracVQuotation shall be governed and construed in accordance with the laws of the State of Florida. without regard to conflict of laws provisions wherever contained. The parties agree that any litigation shall be conducted exclusively in the Lake County Circuit Court located in Tavares. Florida, without a jury and the parties hereby consent to such jurisdiction and waive any personal jurisdiction or venue objections (including forum non conveniens) to such forum.

SEVERABILITY AND WAIVER: If any section or part of a section hereof is found to be unenforceable, then the remainder shall continue in full force and effect as if the unenforceable section or part thereof did not exist. Any delay in the exercise of a right by Seller shall not be deemed a waiver thereof. and any agreement (express or implied) in an earlier instance not to exercise a right shall not be deemed a waiver in any subsequent instance.

17. 18.

CLERICAL ERRORS: Seller reserves the right to correct clerical errors or similar errors relating to price or any other terms shown in this agreement.

FAILURE BY SELLER: If at any time prior to delivery. Seller materially fails to fulfill its obligations hereunder or abandons production of the materials without cause, and such failure or abandonment is not corrected or commenced to be corrected within seven (7) days of written notice from Purchaser (except for matters which by their nature cannot be corrected within said seven (7) days, in which case it shall be sufficient that Seller commenced to remedy such failure within said period and thereafter diligently proceeds). Purchaser may elect to terminate Purchaser'scontinuing obligations under this agreement. If Purchaser elects to terminate the Purchasers obligations hereunder, Purchaser shall be entitled to the return of all deposit money paid to Seller in connection with this agreement. Termination of the agreement and return of deposit money are intended to be Purchaser'ssole and exclusive remedy in the event of a failure to comply or abandonment by Seller.

19.

20.

SIGNATURE: Either party may evidence execution of this agreement by facsimile or copy signature. original signature. This agreement further may be signed in counterparts. each of which shall be part of INSPECTION AND TESTING: All charges for inspections or tests not regularly furnished by the Seller

Such signature shall be binding this agreement. are for the Buyers account. and

on said party

subject to prior

and shall have

agreement as

the same force and

to the nature. extent,

effect as an

and charges

21.

22.

23.

24.

25.

for such inspections or tests.			
SHIPMENT:  Seller shall ship the products as noted on the face hereof. with freight allowed. The construction and maintenance of access roads shall be done by Buyer for his account.  Access roads	
to the jobsite shall be constructed in such a manner as to	allow trucks to move freely under their own power and only to the nearest accessible point on the project site, without risk of damage to	
products, equipment and trucks.  Seller shall have the right	to charge the Buyer the sum of $90.00 per hour of unloading time in excess of one hourshall.and Buyer	pay such charge upon demand.	
DELAYS:  Seller shall be reimbursed by Buyer for all expenses incurred by Seller which arise out of delays caused by the Buyer, including but not limited to the failure to timely submit necessary	
documents, approvals. or information needed by the Seller. the failure to accept delivery on a timely basis. etc.		
TITLE:  Title to the products. and all risks of loss. shortage. damage, destruction. delay, etc .•  shall pass to the Buyer upon delivery to the carrier. but title and such risks with respect to products	
delivered by trucks owned or leased by the Seller shall not pass until delivery to the Buyer. which shall occur at the time such trucks reach the point described in Paragraph 21  hereof. or at such other	
point as may be designated by the Buyer.			
CLAIMS FOR LOSS ETC.:  All claims for damage. shortage, etc. to products delivered by trucks owned or leased by the Seller shall be made at the time such products are unloaded. and no such claim	
shall be allowed unless a notation of damage, shortage, etc. is made on the delivery receipt for the products to which such claim applies.  All claims for damage, shortage, etc. to products not delivered	
by trucks owned or leased by the Seller shall be made solely against the carrier.  In no event shall the Buyer'srights against the Seller for damage, shortage, etc. exceed its rights for breach of	
warranty as set forth herein.			
INDEMNITY:  The Buyer shall save and hold the Seller harmless from all losses. damages, claims, penalties. liabilities, and expenses. including reasonable attorneys· fees of whatever nature and	
however arising or incurred because of or incident to the products after the passing of title to the Buyer, or the use. possession. operalion, maintenance,	storage, or handling or the alleged use.	

26.

27. 28.

possession, operation, maintenance, storage, or handling thereof after such time.				
RETURNS: No product shall be returned to the Seller without its prior written approval	of such return and	of the terms and conditions relating thereto. Further. Purchaser shall return the product in		
good and saleable condition and shall pay any costs or charges arising out of such return. including shipping costs and a restocking charge equal to thirty percent (30%) of the purchase price of the		
returned product.  Special orders are non-returnable.				
ACTIONS:  No action for the enforcement of the remedies set forth herein shall be commenced more than one year after the cause of action accrued for the enforcement of such remedies.		
CAUTION:  Freshly mixed concrete or mortar may cause skin irritation or chemical burns.  Avoid direct contact where possible and wash exposed skin areas promptly wilh water.  Sawing or grinding of		
concrete products may result in the release of dust particles which could cause minor eye or nose irritation	if proper protective equipment is not in place.  The use of a NIOSH approved respirator and		
tight fitting goggles is recommended when sawing or grinding concrete products.	3 of 3			

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Change Order No. 6

Fredrick Derr & Company, Inc

Date of Issuance:	October 23, 2018

Project:  The Masters Avenue Ext to

Bourneside Blvd

Contract:  $4,148,135.60

		Change Order		
		No.	6		
	Effective Date:	November 2,	2018		
owner:  Lakewood Ranch Stewardship	Owner'sContract No.:		
l	District	Date of Contract:	09/12/2017		

Contractor:

Frederick

Derr

&

Company, Inc.

Engineer'sProject

No.:

215613369

The Contract Documents are modified as follows upon execution of this Change Order: Description:

Final

Change

Order

updated

Install/

Maintain

Silt

Fence

and

deductions

For

AtlanticTNG

Material

and

Saled

Tas.

Attachments:

(List

documents

supporting change):

Change

Order

9

from

Frederick

Derr

&

Company,

Inc.

dated

10/18/2018

CHANGE IN CONTRACT PRICE:

Original Contract Price:

$  4 148 135.60

CHANGE IN CONTRACT TIMES:

Original Contract Times:   0 Working days	1111	Calendar days
Substantial completion (days or date): -=2~7~0_,d~a~y~s________

Ready for final payment (days or date):___,3""0"'0_,d,..,a,.,y'-"s'---------

[Increase] [QeBfeaSe] from previously approved Change	
Orders No.	1	to No.	5___	
$	334 272.49			

[Increase] [Decrease] from previously approved Change Orders
No.	1	to No._~5____
Substantial completion (days): _______________
Ready for final payment (days): ______________

Contract Price prior to this Change Order:

$  4 482 408.09

[Increase] [QeBfeaSB] of this Change Order:

$__7:..=28,:.:6::..7,._,0,_________

Contract Times prior to this Change Order:
Substantial completion (days or date): ~2=7_,0~d=a~y~s________

Ready for final payment (days or date): _,3"-'0'->0'-d"'a,,_y._,s'---------

[Increase] [Decrease] of this Change Order: Substantial completion (days or dale): _____________
Ready for final payment (days or date): ____________

Contract

$  4

Price incorporating this Change Order:

489 694. 79

Contract Times with all approved Change Orders:

Substantial completion (days or date): -=2"-7-"0_,d,..,a,.,y'-"s'---------
Ready for final payment (days or date):~~~=~,-------

RECOMMENDED:	ACCEPTED:
By:------------- By:---------------
Engineer (Authorized Signature)	Owner (Authorized Signature)

Date: _____________	Date: _______________

Contra  or (Authorized Signature)
Date: -+-/~O_,.... _d._5_'_/_c?J__

Approved

by

Funding

Agency

(if

applicable):

Date:

V.t2.1

56,actlv a\2156

13369\dviflconstn.Jc!lon__phase_

documen!slch<1nge_

011fr1:1\con_ni.15tcrs-.wc

-e,xl_boumctide _ co•6_7286-70_sl!t-fonce•inst.:ill_ deduct-allanlictnu-matelial,; _I-dell_

c941

_kd_20

I

aI023

dor..x

E,JCDC No. C-9~1  (2002 Edilion)			
l'rcpnrcd by the Engineers' ,Joint	Contract llocumcnts Committee and endorsed by the	
Associated Gcncrnl Contrnctors ol'Anwrirn and the Conslruction Specifications	lnstitull'.	

Pagl'

I of 1

FREDERICK

DERR

&

COMPANY

INCORPOf/ATE0

We

agree

to

Michael Kennedy

Lakewood Ranch Stewardship District

14400 Covenant Way

Lakewood Ranch, FL 34202

the following changes, additions, or deductions:

Number

Job:

Phase:

TODAYS DATE

9.00 The Masters Avenue Extension to Bourneside Blvd

ITEM	DESCRIPTION	
1-01-034	Sill Fence, Install, Maintain	
1-07-011	AtlanticTNG Sales Tax	
1-08-011	AtlanticTNG Materials Deduct	

EST QUAN 6,207.00 1.00 1.00

UNIT LF LS LS

UNIT$	TOTAL$	
2.90	18,000.30	
-653.60	-653.60	
-10,060.00	-10,060.00	

REASON FOR CHANGE:

Silt Fence ordered by Mike Blac;ck

Over run on Atlantic Mate~}$1'1/~  x

Proposed

Accepted

For the Engineer

Accepted

For the Owner

THIS CHANGE ORDER NET

EXISTING CONTRACT TOTAL

NEW CONTRACT TOTAL

7,286.701

4,482,408.091

4,489,694.791

P.O. Box 2719, Sarasow, Florida  34230	•	(941) 355-6575	•	

FAX

(941) 351-8654

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Change Order No. 8

Ryangolf Corporation

Date of Issuance:	October 25	2018	

Project:	Uihlein Rd & Rangeland Pkwy	
	Improvements	
Conlract:	$	11,642,973.05	
Contractor:	Ryangolf Corporation	

		Change Order		
		No.		8		
			---------		
	Effective Date:	November 2,	2018		
!owner:  Lakewood Ranch Stewardship	Owner'sContract No.:		
I	District			January 12, 2018		
		Date of Contract:			
		Engineer'sProject No.:  215614255/		
				215610101		

The

Contract

Documents

are

modified

as

follows

upon

execution

of

this

Change Order:

Description:

1A	for Uihlein Road -  Underdrain north of	
18	for Rangeland Pkwy -  Excavation from	
Attachments: (List documents supporting change):	

Rangeland Pkwy and Time Ext.

Irrigation Lake and Time Ext.

Change

Order

8 for

Uihlein

and

CO

9

for

Rangeland

Parkway

from

Ryangolf

Corporation

dated 10/24/2018

CHANGE IN CONTRACT PRICE:

Original Contract Price:

$  11 642 973.05

CHANGE IN CONTRACT TIMES:		
Original Contract Times:	D Working days	1111   Calendar days		
Substantial completion (days or date):  Utility 135/ Roadway 230	Days	
Ready for final payment (days or date): ---=-35"-'0=-=D-=a"-y=-s_____	

[msrease] [Decrease] from previously approved Change	[Increase] [Decrease] from previously approved Change Orders	
Orders No.	1	to No.	7	No.	1	to No._~7___		
				Substantial completion (days): _____......,,6-=5-=D:..:a""'y~s,.._____	
$ _ (1,748,772.71)			Ready for final payment (days): -----	=6=5~D~a=y=s~-----	

Contract Price prior to this Change Order:

$	9 894 200.34

Contract Times prior to this Change Order:

Substantial completion (days or date):  Utility 205/ Roadway 295 Days
Ready for final payment (days or date): ---~4~15~D=a~y=s_____

[Increase] [Decrease] of this Change Order:

$ __1.,_,8=5-'-'44~6-=0~0_______

[Increase] [Decrease] of this Change Order:
Substantial completion (days or date): ____1~1~2~D=a~vs~----
Ready for final payment (days or date): ____1~1-'-'2=-=D-=a"-ys"-----

Contract Price incorporating this Change Order:

$  10 079 646.34

Contract Times with all approved Change Orders:

Substantial completion (days or date):  Utility 317/ Roadway 407 Days
Ready for final payment (days or date): ___5"'2"'7'-=D-=a"-ys"------

RECOMMENDED:
By: _____________

Engineer (Authorized Signature)
Date: _____________

ACCEPTED:

By: ______________ Owner (Authorized Signature)
Dale: ______________

Approved by Funding Agency (if applicable):	Date:	
V.\2156\active\215614255\c:i\lil\a:lnstluction_phase_docurnents\dlange_crder..\ron_t.iNein-ran~and_co-8_ui:Nei1Llime-ext_112•d-15,unde1crn_146735Jan~and_e:i:cvtn-lrgt-llc_36708_ryanoc,lf_ejcdc_c941_tae_2018102S.doo:::+	

EJCDC No. C-941 (2002 Edition)
Prepared by the Engineers' Joint Contract Documents Committee Associated Genernl Contrnctors of America and the Construction

and endorsed Specifications

by the Institute.

Page

1

oft

l<athy	Horn	
From:		
Sent:		
To:		
Cc:		
Subject:	
Attachments:	

Paquet, Dean < Dean.Paquet@kimley-horn.com > Wednesday, October 24, 2018 12:20 PM Kathy Horn Mike Blackrick; Bob Simons; Nadeau, Gary; Liz Garrido; Roger Aman RE: Uihlein and Rangeland Payment Application #6 CO# 8 and #9 Signed by KHA.PDF

Tiny

Whitfield;

Jason

Coffman;

l<athy,

Attached that Liz at

are two change Ryangolf ask to

orders, CO#8 be reviewed

for and

a Time Extension on passed along to you

the for

Uihlein contract and CO#9 for the Rangeland Project processing.

l<imley-Horn has reviewed Change Order (CO) #8 which is for an additional amount along Uihlein to provide underclrain north of Rangeland. The change was requested by LWR during a past construction coordination meeting. This CO also includes additional days for various items. The quantities and clays noted are appropriate for the change and l<imley-Horn has no objections to the CO.

The second CO #9	is for some additional excavation from the irrigation lake and a credit	
backup to review	so I will have to differ to Mike or Bob on the quantities.  Assuming the	
l<imley-Horn would have no objections to this CO.	

for shell. I clo not have any quantities are confirmed,

Let

me

know

if

you

need

anything else

from

us

regarding this request.

Thanks

Dean

L. Paquet, P.E.

Kimley-Horn I 1777 fvlain Slreet Direct SJ4 ·1 3 79 7624 J Mobile Sl4 I

Su1le 200. Sarasota FL 34236 587 9728 I lvlain 941 :3 79 7600

From: Paquet, Dean

Sent: Wednesday, October 24,

2018 9:40

AM

To:

Cc:

'l<athyHorn'<kathy.horn@lakewoodranch.com> 'MikeBlackrick'<mike.blackrick@lakewoodranch.com>; 'BobSimons'<bob.simons@lakewoodranch.com>; Nadeau,

Gary <Gary.Nadeau@kimley-horn.com>;

'LizGarrido'<lgarrido@ryangolf

.com>;

'TinyWhitfield'

<twhitfield@ryangolf.com>;

'JasonCoffman'<jcoffman@ryangolf.com>; 'RogerAman'

<roger.aman@lakewoodranch.com> Subject: Uihlein and Rangeland Payment

Application

#6

l<athy,

1

	CONTRACT CHANGE ORDER #3	dh3'		
				
PROJECT,	UIHLEIN ROAD IMPROVEMENT$			
CDNTAACT Fl LAKEWOOD ftANCH STl.!WARDSHIP l>ISTIUCT			
CONTAACTOI !{YANGOIJ' CORPORATION			
ENGINBl!Rl				
Conditions:	Th_e Ohangu dasorfhd h1taln shall tie governed by tho			
Cenns. and ooMiUana of the Conlraci, imii •hail not in any way ailer			
lhe to!')TIJS ol Iha Contmal, but •hall hc_realler be a part of the			
Conlnap~.				

ITEM								
No.I DUCIUPTION					
	•:;  ·'	ADDmONS					
-		,:_	--	•'	T			
1	UNl>l!RDRAIN lYPl!	II				
2	UNl>IUll>IIAIN CLIIANOUT		
3	SORII	CORll & CONNECT TO El<ISTJNG INLET		
4								
5								
e								
7	-~--- ":	--						
'C!-7•			. :.,.,_	---'-		
_:.,.,;						
8								
9								
10								
11								
12								
		CRIDIT$					
_\:;,,....,			',					
1								

QUANTITY	UNIT	!'RICI!		
-				
9330.0	I.I'	-		
		8%0,G0		
81.0	EA	_$515.00		
17.0	l;A	$474.00		

'	--	:	-	-		

'

AIIIOUNT '<+)(-)

'"' ,109,2011.00

'31,411$.00 $8,0118.110 $0.00

$0.00 :so.oo

$0.00

,_: --- $0.00
-SO.vu $0.00 $0.00 '$Q.OO

--:' $0.00

2.

3 4 Ii 6 7 8

II w 11

12 13

14

·~	-----		
			
Da)'IIadded tci		

...---...~	--:-	
thls ab1111a•	onler	

,___.......,___.

~	,,-	-	..........		
					
... .,,			"		

'$0.0D '$0.00 $0,00 $11,00 $0.00 .I0,00 $0,00 G0.00 -$0.ol) $0.00 -$0.00 SO.OU

$0.00

111	RA!•• Rug■lud fa 11■w pl'CIDO&ad arad•	
10	Und•r tlraln addad to R-u11•land	
21	Under dndn ll<lded to Uihlein	
22	RalJt days to dat•	
23	COi! p•rmltat aruslng	
- '--"'	-	-	-	-		
Corifracl 'rl'1'8						
	P(lot					
to lh,la (!li ■na• Onler					

,.,,_,		/	iJ'days	l		
			26days			
		~		I		
						
		/	18 day$			
n,:,	-	-3/l	day,i			
I   I		,._	30 days			
						
		i. ,t	I.	I		
		il/f\~-ll'"r;;,			
					--		
		Net laaniasi.JDecreue		
411i.oti	,;,;;m till• thans• Order		

t0.00 $0.uv $0,00 ,$0.00 $0.00

$141,738.00

o.oo

I If '6	r; 3 S.	60	
	l		

riot l11Cffuaro.tm1an					112.00	Cun"-c:t Toi.Ill Prior		
from f!il;	chai_;ge Onl~r						io-lhls Ch~dliJ• Onfer		
Cutnnt Conlraat Tim•						CurranlCll ■ tniclTalal		
								ihi, Chang■ oidor		
lnciulllnl,1	tiir.'c•aase 'oriler		-		127.00	lnct1d'tn9			
RWq!{	POR,CIIANGlll		./J		~			,			
		,			_,,		~				
											
ACCIIPTABi.i TOI	fi'1?1/(d"t%,tf--1,r	~ ~	D■l11		
		~tatlve						
RICOIIIMENDsi> l!IY1								D11■1		
	lngln..r'IIftllprai1ntat!Ya						

'	1,417,133.&6		
			
•	11,5115,871.H		
			
	I	/		
~				
/"f:2o/ltf		
I	/			
/olt."tftA		

5	L/17,	I 3	3.	
	1			

APPROVED IIY1	D&C.1		
			
ftepruaillallv•							~} 5"-'3	i	3	,;tS-:	3	tf		
																	
	Orlg! ■ al Canlr1aa,t	Sum		'6,!Sll3,34&.34		OK								
Net C~•IIII• lo C®lracl	Sijm lnaiudlng lbla Chllll!I ■ Order	I		(1117,ffl,Tt)			rt )							
		(		9	9 7	1	L/-'7 3	.	·1								

.--

	CON'l'AACT CHANGE ORDl!R 9	
PROJECT!	RANGBLAND PARl<WAY		
	IMPROV/!MENTS	
CONTRACT FORI	LAKIIWOOD RANCH STllWAI\DSHIP	DISTRIC'I'	
c·oNTRAC'l'Olll	RYANGOLP CORPORATION		
ENGINSOl!l			
condlilonia The	changoa iiiiaaribud herein sball ba·uovemed by the	
terms •nd condltloni of the t:onlract, ·and •boll 11011·n	eny woy 1allor	
Iha la,,n■ of tho Contract, but ohnll hiinaartar bo II part or lho	
CqntraoJ.			

ITEM					
No;I DIISCRii>TICJN				
.. ,	•ADDITIONS			
					
.1	SMR IRRIGATION LAl<S	LOAD AND HAUL		
2	SMR IRRIGATION LAK!I	IMPANKMl!NT		
3					
4					
5					
6					
7					
8					
II					
10.					
11			··.		
					
12.					
14					
15	.-.   --··		-		
		·,			
16	I				
17					
18					
1D					
:io					

	I QUANTiTY	IUNIT I	
,,	·,:			
	:iuoo.o	CY	$	
	-22800,0	CY	$	

,'

'

PRICI!	I	
,,	'	
:I.TO	
OA5	
	' .,	

AMOUNT (+}(•)

	$111,$60,00		
	$10,260,00		
			so.oo		
			·eo.oo		
			f0.00		
			$0.00		
			,o.oo		
			SO.DO		
			·--~			
			SD.00		
			SO.OD		
	·,		SO.DO		
'		.	,,	'		
			"1.00		
					
			-:···.			
			SO,O(l		
			S0.00		
			S0.00		
			,.,			
			f0,00		
			$0.00		
			,$(),00		
			'$0.00		
			,$0,00		
			$0,00		

'	,		
			
1			
ll			
3			
,4			
•			
•			
7			
..		

CR.EDITS		-		
ROAD C,CINS1'RUt:rlDN	..			
		-,		
CREDIT FOR SlfBLL PR.DIii OLD UIHLl!IN		

-	•::	-		
..	....			

.,-,,	''	-·'		

-

·-

~~-- , ..

·:,eoo

:	.

SY

$

' (9.24)

-

..

71,1120.00

·•	.,._		
	•""		

435,11a.w $0.00 i$(1.QD ,$0.00 ,$0,00 to.DD
'8.00 ·,_JO.OD

·r .:. $0.00 SCUIO ·, SO.OD (0.00 to.DO $0.110 $0JIO

Ciintnu:t Tln1·• 1'11111'					N■t lrianau111D1cr,ia10		
				B27,00	l'rom !fll•	ciians• orcier		
lo lhls Chlliiae Onlar								
									
~l lnc1:,1a■.ro.-•••				Con tr.act	Tola! Plfor		
				to this Clans• Ci1der		
"""1 thh. t;:hanaa Onl■	r						
Cvmont Contnct nma				1527,0D	cforrant co11trsct Total		
lnclwdlng ff?!•	Cbang■	Order			lnoludlris 1h11 Change Oriler		
llWON PDR	CHANCIE:	/i		~	F	•	1.r/ -		
			"'	/I	.H					
					~~((	ft//~~		
ACCIJITA8LI	TOI		~/				Daiei		

			/Coft~					
RICOMMINll	l!D BYt		-	.			Daiei		
									
			lln9lnett's llepr■nnlalW.					
								
AJ1•11.ov111 av,							Daiei		

,$0JJO •0.110

ile,11111.110

'	4,477,011:n.		
				
•	4,113	714,TI		
		1		
	I	I		
,/0	FJ		
lr'l2Y/ld'		
I	I			
11J/z1-/2s		

3(:,? 10'8'.	oo		g		
4	t/?'7  (!){;,{,. 7			
?	>		7 '-I •7		
OK.	t-f)  !:/I 3	,J   :J			

g

11.eprennlallVa

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LAKEWOOD RANCH

STEWARDSHIP DISTRICT

Agreement for Construction Inspection & Testing Services

AGREEMENT

FOR

CONSTRUCTION INSPECTION

AND

TESTING

SERVICES

THIS AGREEMENT made this		
ENGINEERING SERVICES,	INC.,		

17 12220

th	th		
49			

day of  October	• 2018		
Street N. Clearwater. Florida	33762,		

by and between DRIGGERS hereinafter refen-ed to as "ENGINEER"

and

Lakewood Ranch Stewardship District c/o Mr. Rex Jensen, Chairman

J4400 Covenant Way Lakewood Rench, Florida 34202

Waterside Place Road and Utility Construction for Pine Warbler Place and Waterside Park (Mass Grading) at Waterside at Lakewood Ranch. Florida

Suggested Budget: $16,094.00

hereinafter referred to as "CLffiNT".			
ARTICLE I.	Background	the		
CLIENT	desires to engage ENGINEER to perfonn only			
Exhibit A.  The limited testing services to be perfonned are:			

limited

inspection

and

testing services described

below

and

on

For above.

the fees set forth This Agreement

in is

the Agreement, subject to all the

CLIENT engages ENGINEER	and	
following terms and conditions.	

ENGINEER agrees

to

perfonn

the

services

set

forth

ARTICLE

II.

ENGINEER's

Services

and

Responsibilities

1.	ENGINEER shall provide only the services described above.	(design, construction or completion of improvements)	of the		
2.	No se1vices shall be required of ENGINEER during any phase				
					
project unless specifically agreed	to	in a separate writing.	Such a separate writing may request. as additional	services, consultation		
		however, ENGINEER shall not be required to provide-any additional services	without a prior		
duriitg design and/or construction;				
							
written agreement concerning	the scope of and compensation	for same.		for design or construction means,	method,		
3.	ENGINEER shall not have control or charge of,	and shall not be responsible				
							
techniques, sequences or procedures	of any improvements constructed on or at the project; or for safety precautions and programs in		
										subcontractors or any		
connection with the project, for the acts or omissions of any other engineer (ofany type), architect, contractor,			
			with their contracts		
other person perfonning work on the project or for the failure of any of them to carry out their work in accordance			
					
and/or duties.						services changes, ENGlNEER's	compensation shall be adjusted.				
4.	If, for any reason, the scope ofENGINEER's						
								of care generally		
5.	ENGINEER shall be required to perform this Agreement only in accordance with the degree and standard			
						
accepted in testing practice prevailing in SARASOTA County, Florida,	at the time any se1vice is rendered.		ENGINEER makes no		
		purpose or				
wammties, express or implied,	including, but not limited to, the implied	wammties of fitness forparticular					
													
merchantability.																				

ARTICLE

IIJ.

CLIENT's

Responsibilities

The CLIENT shall:	
for1.	Pay the ENGINEER	
A.

services rendered.

The

method

of payment shall

be

as

provided

in the schedule

attached

as

Exhibit

2.	Provide all criteria and information requested by ENGINEER.														not	limited to,			
3.	Assist ~NGINEER by placing at his disposal all available written data pertinent to the project including, but					
all geotechnical reports	and any other data concerning the design and/or construction of improvement on or planned	for the project.			
ENGINEER will take reasonable precautions to minimize any damage to the property but it is understood	by CLIENT that in the	the		
										to hold			
normal course of work, some damage may occur, the correction	of which is not part of this Agreement.	CLIENT agrees				
					attention and	correctly			
ENGINEER ham1less for any damages	to	subten-anean structures which are not called to the ENGINEER's					
															
shown	on plans furnished to ENGINEER.	make all provisions for ENGINEER to enter upon public and private	lands as required for		
4.	Provide access	to the project and				
														
the ENGINEER to perform his se1vices	under this Agreement.		and promptly render, in writing,	decisions pertaining		
5.	Examine all reports and other documents	presented by the ENGINEER				

thereto within seven (7)		days.											to be	pe1fonnedthis	under				
6.	Designatepersona	to act as CLTENT's representative with respect to the ENGINEER'S services							
Agreement.	Such person shall have complete a_uthority to transmit instructions,	receive information, interpret		end define CLIENT's		
														
policies and make decisions with respect	to any service covered	by this Agreement.									of any	problem			
7.	Give prompt written notice to ENGINEER whenever the CLIENT observes or otherwise becomes aware					
concerning	the project.	EN GlNEER, prior to any performance by the ENGINEER	under this Agreement, a written	copy of all design		
8.	Fumish to the					
				to follow or take into account.									
or construction standards or information		the CLIENT shall require the ENGINEER										
						ENGINEER. its agents, employees and consultants		
9.	Waive any right of contribution and shall indemnify and hold ham1less			
					arising out	of	or resulting	from		
from and against all claims, damages, losses and expenses, including but not limited to, attorney's fees,						
					in		
or in connection with the performance of	any work on the project, provided that	any such claim, damage,		loss or expense is caused			
									by the	CLIENT),	the		
whole or in	part by any negligent act or omission	of the CLIENT (including inaccuracies in infonnation provided					
owner of the project, any other engineer (of any type), any architect, any contractor, any subcontractor,	anyone directly or indirectly		
											in part by a party		
employed by any cif them or enyone·for	whose acts any of them	may be liable, regardless of whether or not is caused			
indemnified hereunder.		This obligation	shall not be construed	to negate, abridge	or otherwise reduce any	otheror right	obligation	or		
										
indemnity which would otherwise exist	as to any party or person described in this Agreement.																

Driggers

Engineering

Services

Incorporated

	I 0.  In any and all claims against the ENGINEER or nuy of its agents or employees and consultants by agents or employees	of any		
				
contractor, subcontractor or anyone	directly or indirectly employed by any of them or anyone for whose acts any of them may be liable,		
the	indemnification obligation of Paragraph 9 shall not be limited in any way by any limitation on the amount or type of damages,		
compensation or benefits payable by or for anyone under Workmen's	Compensation Acts, Disability	Benefit Acts or other employee's		

benefit

acts.

ARTICLE IV.	Payment	days of the date ofENGINEER's invoice.	Any amounts not paid shall bear		
1.	All payments shall be made within(30) thhiy				
interest at the rate of 12% per annum from the date of invoice.  1f any amount is not paid and Is placed in the hands	of a collector	or		
attorney, additional charges will be due for the costs of collection, including all costs and reasonable	attomey's fees.		under this		
2.	If CLIENT does not make timely payments to ENGINEER, ENGINEER may tem1inate	or suspend all services			

Agreement.			
3.	No deductions, retainage or set offs shall be made from the ENGINEER'S		
4.	If ENGINEER's services for the project are suspended by the CLIENT, or		
CLIENT, the ENGINEER shall be paid the total amount	owed.		

compensation. the project is abandoned

in

whole

or

in

part

by

the

ARTICLE V.	Termination		and giving		
CLIENT may terminate or suspend ENGINEER's services under this Agreement upon paying all sums due ENGlNEER			
		by		
ENGINEER ten ( I 0) days prior written notice stating the reasons for such termination or suspension, which notice must be received			
			
the ENGINEER to satisfy the requirements of this section.  CLIENT can not terminate or suspend said services for reasons	not the fault		
of the ENGINEER unless ENGINEER is paid in full for all services rendered as of the date of the notice.					
ENGINEER may tenninate this Agreement by giving the CLIENT ten (l 0) days written notice stating the reasons for such			
tem1ination.	If ENGINEER terminates, he will be paid in full for all services perfom1ed prior to tennination.					

ARTICLE VI.	Limitation of Liability	
ENGINEER'S liability for any claim or	
paid to ENGINEER under this Agreement.	

claims for Under no

direct injury, loss or damage made by the circumstances shall ENGINEER be liable

CLIENT shall be for any indirect,

limited to special or

the amount consequential

damages.

ARTICLE VII.  Mlscellnneous				
I.	This Agreement is made under, and shall be governed by, the laws of the State ofFl01ida.				
2.	The individuals signing this Agreement warrant that they have the authority to do so.				
3.	Neither party is an agent of the other nor has any power to act on behalf of or bind the other.	or	in		
4.	Should suit be brought, or legal action commenced, by either party in order to enforce any provision of this Agreement				
					
regard	to any work done pursuant to the contract, the prevailing party shall be entitled to reasonable attorney's fees plus court costs.			
5.	No assignment of this Agreement or any rights or duties hereunder shall be valid unless agreed to in writing by all parties to		

this

Agreement.			respect to work		
6.	This Agreement sets forth all the rights and obligations of the parties with respect to the project, both with			
previously done and to be done.	prior agreements and understandings of any nature and may be modified	only in writing.			
7.	This Agreement supersedes all			assigns.		
								
8.	This Agreement is binding upon and insures to the benefits of CLIENT and ENGINEER as well as their successors and			
9.	In the event any provisions of this Agreement shall be held to be invalid and unenforceable, the other provisions	of this contract		
shall be valid and binding on the parties	hereto.		for any other phase,		
10.	ENGINEER is retained only in connection with testing services on the project and shall not be responsible			

or

portion,

of

any

work.

11.	All documents prepared by ENGINEER shall remain the property of ENGINEER.				upon		
12.	CLIENT agrees that all reports and other work furnished to	CLIENT or his agents, which is not paid for, will be returned			
					
demand and will not be used by CLIENT for any purposes whatever.		·	made by the ENGINEER		
13.	<:;LIENT recognizes that conditions may yary from those encountered at the locatfon where tests are			
and that the data interpretations and recommendations ofthe ENGINEER are based solely on the infonnation	available to him.	The		
		for the interpretation by		
ENGINEER will be responsible for those datn, interpretations and recommendations, but shall not be responsible			
					
others for the infonnation developed.		request.						
14.	Test sample storage will be provided at the owner's expense upon written							

DRIGGERS ENGINEERING
SERVICE	N

AUTHORIZED

BY

MAILING

ADDRESS

BY:

ADDRESS:

14400

Covenant

Way

TITLE: Constr. Svcs. Mangaer

(SAL 181653P)

E-MAIL: biliff@.Driggers-Eng.com

BY:			Lakewood Rach, Florida  34202		
	(Legal Signature)			(City, State, Zip)		
						
	__________	PHONE:		
					
	(Typed/printed Signature)					
TITLE:	-=C....,ha""'inn=a.,,n'----------	FAX:		
				
&MAIL: __________	_				

Driggers

Engineering

Services

Incorporated

ENGINEERING	SERVICES	
Geotechnical  Engineering  &  Construction  Materials	

INCORPORATED
Testing

						October 16, 2018		
Lakewood Ranch Stewardship District									
14400 Covenant Way									
Lakewood Ranch, Florida34202									
ATTN: Mr. Rex Jensen, Chahman									
RE: Estimated Cost for Materials Testing Services for					
Waterside Place Road and Utility Construction for					
Pine Warbler Place and Waterside	Park (Mass Grading)				
								
at Waterside at Lakewood Ranch, Florida						
Sarasota County, Florida									
Our Proposal No.   SAL 181653P								
Dear Mr. Jensen:									
DRIGGERS ENGINEERING	SERVICES, INC.	appreciates	the opportunity to provide		

you with an estimated cost for the materials testing for the aforementioned project. We have		
reviewed the  projects  plans  and  applied  general  governing  agency,  and  engineer	of record		
			
specifications to assemble a basic scope of work for this project.				
Attached you will find tables of the required	testing services for the project, the estimated		
						
quantities of testing services needed to meet specifications, and the associated unit cost. As with		
any project, any reduction in testing services	would be a cost savings to you. Any testing beyond		
							
the estimated quantities would be billed at the listed rates.					

We feel a condition for this

budget project

of$ are as

16,094.00 listed:

should be anticipated for this project's needs. Special

LakewoodA)Standard	Ranch frequencies and specifications.		
B)	Cement treated base design by others unless requested.		
C)	Quote for construction of Pine Warbler	Place and Waterside Park		
				
	mass grading project.			

Clearwater Phone: 727.571.1313 Fax: 727.572.4090 clwofflce@driggers-eng.com

	Sarasota	
1950	Barber Road • Sarasota, Florlda 34240	
Phone: 941.371.3949 • Fax: 941,371.8962	
	sarofflce@driggers-eng,com	

Tampa Phone: 813,948.6027 Fax: 813.948.7645 tpaofflce@driggers-eng.co~

fM.-

DRIGGERS

ENGINEERING

SERVICES,

INC.

appreciates

the

opportunity

to

provide

you

with

this

proposal.

Should

you

have

any

questions

or

require additional information, please

don't

hesitate

to

contact us

at

your convenience.

Respectfully

Submitted,

DRIGGERS

ENGINEERING

SERVICES,

INC.

Robert

L.

Iliff

Construction Services Manager

Sarasota Office

RLURJ/rs					
LAB-SAR\pRQPOSALS\2018\OCT\SAL	181653P		
			
Copies submitted:	(1)		-Attn:		
		Lakewood Ranch Stewardship		

Mr.

Rex

Jensen,

Chninnan

Driggers

Engineering

Services

Incorporated

WATERSIDE

PLACE

ROAD

AND

UTILITY

CONSTRUCTION

FOR

PINE WARBLER PLACE

AT

LAKEWOOD

RANCH, FLORIDA

SARASOTA

COUNTY,

FLORIDA

SOILS: Laboratory Testing

1 2

3 4 5

	Description					
Modified Proctor Test: 1 per material type,	as		
needed		stabilized	subgrade		
Limerock Bearing Ratio:				
					
and base	verification						
Standard	Proctor Test: associated with CTB		
2 per day 2 days						
Laboratory Compression of CTB Pills: 4 per		
sample 2 samples 2 days	production			
Gradation & Carbonates	on Base materials			
per Manatee County Control	Plan				

Quantity		Unit Cost	
4	$	80.00 /Ea.	
3	$ 230.00	/Ea.	
4	$	60.00	/Ea.	
16	$ 5.00/Ea.	
1	$	100.00 /Ea.	
Soils Laboratory Total:	

	Total	
$	320.00	
$	690.00	
$	240.00	
$ 80.00	
$ 100.00	
$1,430.00	

Standby

Time for	Wait in Excess of 45	mins. Work on Weekends,	Holidays, and before	
7:00	a.m. and after 5:00	p.m. will be charged at quoted rate x 1.5	

LAB-SAR\PROPOSALS\2018\OCT\SAL

181653P

Driggers

Engineering

Services

Incorporated

WATERSIDE

PLACE

ROAD

AND

UTILITY

CONSTRUCTION

FOR

PINE

WARBLER

PLACE

AT

LAKEWOOD

RANCH,

FLORIDA

SARASOTA

COUNTY,

FLORIDA

"Continued"

	SOILS TESTING:	Field Work					
1	IDensity Testing: Per: SARAS OTA County						
	Description	Quantity	Unit Cost		
							
1-a)	Embankment	20	$	14.00	/Ea.		
							
1-b)	Storm Sewer	80	$14.00	/Ea.		
1-c)	Sanitary Sewer	93	$	14.00	/Ea.		
1-d)	Force Main, Water Main, Reclaim	30	$	14.00	/Ea.		
	Main, Owner Conduit / Misc.						
1-e)	Roadway: Subgrade, Curb, Sidewalk,	38	$	14.00	/Ea.		
	Misc.						
1-f)	Roadway: Base	12	$ 14.00	/Ea.		
							
1-f)	Miscellaneous:	10	$ 14.00	/Ea.		
	Density Test=	283					
	Description	Quantity		Unit Cost		
							
2	Technician Time:	88	$ 34.00	/Hr.		
	Sampling / Travel / Inspection / Standby /						
	Misc.*						
3	Core Cement Treated Base for Thiclmess	1	$ 400.00 /LS		
	per Specifications						
	1 Mobilization & 8 Cores						
	Soils Field Testing Total:		

Total $ 280.00 $1,120.00 $1,302.00 $ 420.00

$ 532.00

$ 168.00 $ 140.00 $3,962.00 Total $2,992.00

$ 400.00

$7,354.00

*Standby

Time for Wait in Excess of 45 mius. Work on Weekends, Holidays, and 7:00 a.m. and after 5:00 p.m. will be charged at quoted rate x 1.5

before

LAB-SAR\PROPOSALS\2018\OCT\SAL

181653P

Driggers

Engineering

Services

incorporated

'WATERSIDE

PLACE

ROAD

AND

UTILITY

CONSTRUCTION

FOR

PINE

WARBLER

PLACE

AT

LAKEWOOD

RANCH,

FLORIDA

SARASOTA

COUNTY,

FLORIDA

"Continued"

1

1

2

3

CONCRETE TESTING I Curb /Sidewalk/	Misc.		
				
Description	Quantity		Unit Cost		
Slump/ Temperature/ Mold 4	10	$ 140.00 /Set		
							
Cyls./ Pick-up/ Cure /							
Compression test / Report							
	Concrete Testing	Total:		
ASPHALT TESTING	SERVICES				
Description	Quantity		Unit Cost		
EGS & Marshall / Super Pave	1	$	350.00	/LS		
Testing of Mix 1 per Material							
Type							
Core Asphalt for Thickness:	1	$	400.00	/Ea.		
1 Mobilization & 8 Cores							
Thickness & Density of Field	8	$ 20.00	/Ea.		
Paving Cores							
	Asphalt Testing	Total:		

Total

$ 1,400.00*

$1,400.00

Total $ 350.00

$	400.00	
$	160.00	
$	910.00	

*Standby

Time for Wait in Excess of 45 mins. Work on Weekends, Holidays, and 7:00 a.m. and after 5:00 p.m. will be clmrged at quoted !'Ilic x 1.5

before

LAB-SAR\PROPOSALS\2018\OCT\SAL

181653P

Driggers

Engineering

Services

Incorporated

1

2

WATERSIDE PLACE	ROAD AND UTILlTY CONSTRUCTION	FOR		
						
PINE WARBLER PLACE AT LAKEWOOD RANCH,	FLORIDA			
						
	SARASOTA COUNTY, FLORIDA						
		"Continued"								
	ADDITIONAL SERVICES							
Description	Quantity		Unit Cost			Total		

1 Compendiumof	Book	1	$	150.00/Ea.	$	100.00		
										
Project Test Results and 1	CD								
toEOR										
Underdrain Study for this	1		$ 500.00			$	500.00		
Phase of project with									
Engineering Rep01t									
		Additional Services Total:		$	600.00		
TOTAL ESTIMATED COST FOR MATERIALS TES;irs	11,694.00		

Stanclby

Time for Wait in Excess of 45 mins. Work on Weekends,	Holidays, and before		
			
7:00	a,m. and after 5:00 p.m. will be charged	at quoted rate x 1.5		

LAB-SAR\PROPOSALS\2018\OCT\SAL

181653P

Driggers

Engineering

Services

lnoorporetsd

WATERSIDE

PARK (MASS

GRADING)

WATERSIDE

AT

LAKEWOOD

RANCH,

FLORIDA

SARASOTA

COUNTY,

FLORIDA

	SOILS: Laboratory Testing			
	Description	Quantity		Unit Cost	
1	IModified Proctor Test: 1 per material type, as	3	$	80.00 /Ea.	
	needed				
		Soils Laboratory Total:	

	Total	
$	240.00	
$	240.00	

	IDensity Testing:	SOILS TESTING:	Field Work			
1		Per: SARASOTA	County				
							
	Descdption		Quantity	Unit Cost		
						
1-a)	I Embankment			200	$ 14.00 /Ea.		
		Density Test =	200			
	Descdption		Quantity	Unit Cost		
						
2	Technician Time:			40	$ 34.00 /Hr.		
	Sampling / Travel / Inspection / Standby /				
	Misc.*						
			Soils Field Testing Total:		

Total $2,800.00 $2,800.00 Total $ 1,360.00

$1,360.00

TOTAL

ESTIMATED

COST

FOR

MATERIALS

TESTING:

$4,400.00

Standby Time for

Wait

in Excess

of

45

mins.

Work

on Weekends, Holidays, and before

7:00 a.m.

and

after

5:00

p.m.

will

be charged

at

quoted rate x 1.5

LAB·SAR\PROPOSALS\2018\OCl\SAL

181653P

Driggers

Engineering

Services

Incorporated

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Change Order

Heidt Design

HE IDT
DESIGN

P: (813) 253-5311 I F: (813) 464-7629 5904-A Hampton Oaks Pkwy.

Tampa, FL 33610 www.heidtdeslgn.com

CHANGE ORDER

To:	Lakewood Ranch Stewardship District	Date:	October 9, 2018	
	14400 Covenant Way	Project Name:	Bourneside Blvd. South - Construction	
	Lakewood Ranch, FL  34202		Phase Services	
		Job Number:	LWR BS  IO IO	
Attn:	Mike Blackrick			

We hereby propose to do the following work:

Decrease the Bourneside Blvd. South construction phase services from lump sum of $70,000.00 to
lurpp~sumof $42,400.00~ The reduction is for the removal of Phase II  from the scope. The current
.	- -------------
fee includes construction--.  services for the S.R. 70 improvements.

All work herein Is subject to the conditions described in Attachment "A" attached herewith and made a part of this "Authorization for Work".

ACCEPTANCE:

LAKEWOOD RANCH STEWARDSHIP DISTRICT	HEIDT DESIGN, LLC

By:.____________

Date.:____________

Please return one signed copy to Shelby Horton.

CC:	File

\\hd-eng\Cantr.icts\ I.HEIDT DESIGN\Wark Orders\LWR BS\I DID CO.doc

I	a	I mwlfl'lll'Ulij~~ i& (it$	(		I			
	chrdl m~ l~li!!i!!l'h~		I "l~OOJ:lli~OWl!m iii:111  l!n~w~·h~ I	IOC\tiliillll!le!itl S!enriibl'1!1 I t,&lad!Kit::lllj'li!!!Ar~Jtlli;l!:l Ul'.'i!i		
			'	'	'  11H111~11,,111 ,miit irnm1l11ilil!ii~ ~J-,w,Omhl  !11f ,\1lllllllllil~!°"'~h1l1'!Wtiic '~,11;1	'		
						1		! 1, "lif~Hll~-!liH~    '	,		
				~.ii11111dlm;;i1~ A, tlmihil11,11 ,, l!ilimiimi!il!i~ ic~rnwr!i!mm ,,,r A111 ,~,, ti:li!! ,1'111  I!\\!•.				
		f	I	f	I	I	f	I	I		

Attachment

"A"

HEIDT

DESIGN,

LLC

GENERAL

CONDITIONS

Your acceptance	or		this proposal	shall	conslilule	an	Agreement	between	the	
Client	and	Heidt	Design,	LLC.		The	Agreement	Is	comprised		or these General	
Conditions	and	the	accompm])'ing	wrlllen	proposal	or aulhorlz.allon ror	sm1ces.	
Section		I.			Heldt	Design,	LLC's	Responsibilities													
1.0	I	Heidt	Design,		LLC  agrees	lo	provide	the		proresslonal services described	
In  lhe	Scope	of	Services	portion	or the	proposal.																		
1.02	The	scope  of	services	does	nol	include		slle	Investigations	or  other	
engineering	evaluations	lo	determine		the	presence	or	exlenl  or	hazardous	
wastes or soil	and	groundwater	conlamlnallon.		Heidt	Design,	LLC	accepts no	
responsibility or liabill~		in	this regard.																								
												1																																		
1.03	Opinions	or	probable	construction	costs	provided	by	Heidt	Design,	LLC	
represent	our	besl	judgment	but	do	not	constilule	a	guarantee	since we have no	
control over	contractor	pricing.																													
Section		2.			Client's	Rcsponslbililics																						
2.0 I	The signature	on		this	conlracl	authorizes		the	work	herein described	and	
does	so		on	behalr	or		the		owner	in	Question	and		warrants		that  he	has	the	
authority	lo sign	this	agreement on	behalr	or the	Owner.												
2.02	Unless otherwise	staled,	Heldt Design,	LLC	will	have access	lo	the	site for	
activities necessary	ror	the		performance	or the smkes.	Heidt	Design,	LLC	will	
lake	precautions	lo		minimize	damages	due	lo		these	activities,	bul	has	nol	
included	in	the	ree	the cost	or	restoration	or any	resulting damage.							
2.03	Client	acknowledges	lhal	the	work	described	herein	will	conslilule	a	lien	
against the	property.																																					
2.04	In		the	event	Improvements	are		dedicated		lo	public	use	or	otherwise	
alienated		by	the	Owner,	then	Heidt	Design,	LLC	shall be	entitled lo a lien	on all	
property	abutting said improvements.																									
Sec lion		3.			Deliverables																													
3.0 I	Unless	otherwise	agreed		lo	in	this	contract,		all	sketches,	tracings.	
drawings,		compulallons,		details,	design	calculations,		permits,	and		other	
documents	and	plans	prepared	by Heidt Design,	LLC,	pursuant lo	this	contract	
are	Instruments	or	service		and	are	the	property	or	Heidt	Design,	LLC.		Client	
may	not	use	or	modify	such	documents	on	other	projects	or	e.xlensions or	this	
project		without		lhe		prior		written		approval			or		Heidt	Design,		LLC.	
Notwithstanding	any		pro\1sion in	this	contract lo	the	contrary,	in  the	event	or a	
default by Client	(Including,	without	llmltatlon,	any	railure	lo	pay	amounts	due	
within	30	days or invoice dale),	Heidt Design, LLC,	shall	be en lilied lo	exclusive	
ownership	and	possession		or	any	and	all	documents	prepared	pursuant	lo	this	
contract.																																													
Section	4.			Compensation																												
4.0 I	All		fees	slated	in		this	contract	shall	be  pa_y-Jble	in	monthly	installments,	
based	on	the	percentage or	work	completed	in	lhal	month,	as	mutually	agreed	
upon,	or,	ff	appropriate,		on	an	hourly	basis	al		our	prev-Jiling	hourly	rates,	
subject lo any	agreed	upon	limits.																											
4.02	Work	will	be	billed		al	the	end	or	each	month	under	the	terms	or	this	
contract,		and	Heidt Design,	LLC	shall	expect	payment	by the	twenty-Orth	or the	
rollm1ing		month.	Client	shall	pay	the Invoice	and	slalemenl	In	accordance	with	
the terms	or	this	Contract and	the	terms	or said	slalemenl	and	invoice.	tr	Client	
fails	lo make	any	payment	due	Heidt	Design,	LLC	for services	within	30	days of	
the	Invoice	dale.	the	amounl(s)	due	shall	include	an	additional lnleresl	charge	
based	upon	the	rale		or	I	1/2	percent	applied	lo	the		unpaid	balance	per	month	
arter the	thirtieth	day																																					
4.03	In	addition  lo	the	rees	in		this		conlracl,		we	charge  all  out-or-pocket	
expenses		such		as		printing,		photocopying.	long		distance		telephone	calls,	
postage,		elc.	These	expenses	11111	be	charged	to	you	al	our		cost.	Consultant	
rees	and		permit	rees,	(ff	necessary). etc.	1vill	be	charged	al	our cosl	plus	I 596.	
Client	shall	pay	the		rollowing	Items	in	advance:			(a)	all	review/permit	rees	
req_uired		by	governmental		agencies,	and	(b)	any  fees	or	other charges	lo  be	
imposed		upon		Heidt	Design,	LLC,	by	its	insurance	carriers in	excess	or	those	

necessary	to obtain	a	standard	certificate	or insurance	(Including,	without	limitation,	for	
earmarking	or pollg	coverage	lo	the	project or	ror	a	waiver		or subrogation).	In		the	
event	Heidt	Design, LLC	pays such recs,	Client shall	reimburse	them		in		addition lo	the	
contract	prices staled	herein.																																			
4.04		Any	work	req_uesled	which  Is	not	included	in	the staled		rees	shall	be		performed	
only	arter	the	execution or an "Aulhoriwtion	ror	Work"	form.			Fees	ror	the	additional	
work	shall	be	at	the	rates	prevailing al the	lime or the	additional	ser\ke.											
4.05		Notwithstanding	any	other	terms	or  conditions	herein		lo	the		contrary,		il  is	
expressly	understood	and	agreed	that	Heidt	Design,	LLC,	at	its	sole	discretion.		shall	
have	the	right lo cease	work	on	the project	and withhold	all	inrormallon		and	documents	
concerning	the	project	in	the evenl	until	any amounts	then	due	have	been	outstanding	
ror	more	than	30	days	rrom	the	dale	or the	invoice.		ll ls	further agreed	that	Client	shall	
hold	Heidt	Design,	LLC	harmless	ror any and	all	damages	resulting	rrom	ceasing	work	
and/or	withholding	inrormallon	or documents	concerning	the project.												
4.06		All rates and	rees are subject lo	renegotiation	arter	a	one-month	period rrom	the	
dale	or this	Contract ff	fl	has	not been	accepted.																										
Section	S.			Termination																																			
5.0	I		The	Client or Heidt	Design,	LLC	may terminate	this	agreement	should the other	
rail	to	perrorm its obligations hereunder.																													
5 .02		In	the event	this	contract	Is	terminated	prior	to	completion,	Heidt	Design,			LLC	
shall	be	entitled	lo	payment	ror	services	perrormed	as	or the		date	or termination,		plus	
out-or-pocket expenses.																																						
Section	6.			lndemn!Ocallon																																	
6.0 I		Client shall	lndemnl~•.	derend	and	hold harmless	Heidt		Design,		LLC,  from			and	
against		any	claims,	liability,	damages,	penalties		and/or	costs	(including,	without	
limitation,	reasonable	attorney"s	rees and	expenses)	Heidi Design,	LLC,	may	incur as a	
result	or	claims	In	any	rorm by	third	parties	(including,	without		llmitalion,	governmental	
agencies	and	departments)	relating	lo	or	arising	oul	or this		conlracl,		except lo		the	
extent	such	claims	arise	rrom the	gross	negligence	or	Intentional	misconduct or Heidt	
Design, LLC.																																												
6.02 The	Client	shall,	lo	the	rullest		extent	permitted	by	law,		Indemnify	and		hold	
harmless		Heldt	Design,		LLC,		its	officers,	directors,  employees,		agents  and		sub-	
consultants	rrom	and	against		all	damage,	liability	and	cost,		Including		reasonable	
attorney's	rees	and  derense	costs,	arising	out of	or	in	any		way	connected	with		the	
performance	by	any or the parties	above-named	or	lhe services	under	this	agreement,	
excepting	only those damages,	liabilities or costs allributable	lo	lhe	sole	negligence or	
wilfful	misconduct	or	the	Firm.																																			
Section	7.			Limitation	or	Liabill!}'																														
7 .0 I		In	recognition or the relative	risks,	re1vards	and	benefits	or	the	project	to	both	the	
Client	and	Heldt	Design,	LLC,	the	risks	have  all	been	allocated	such		that	the Client	
agrees	that, to the	rullesl	extent	permilled	by	law,	Heidt	Design,	LLC's	total	liability lo	
the	Client	ror	any	and all	injuries, claims,	losses,	expenses,	damages,		or	claim expenses	
arising	oul	or this	agreement rrom	any	cause or causes, shall	nol	exceed	Heidi	Design,	
LLC's	rees	under	this agreement or $50,000, whichever Is less.	Such		causes	include,	
but	are	nol	limiled	lo,	Heidt	Design, LLC's	negligence,	errors,	omissions.	strict liabill~•.	
breach	of	contract or	breach	or warranty.																													
Section 8.				Dispute	Resolution																															
8.0 I		Any	claims	or	disputes	made	during design.	construction  or		post-construction	
between		the	Client	and	Heidt	Design,	LLC	shall	be	submilled	to	non-binding	
mediation.		Client	and		Heldt	Design,	LLC  agree		lo	include	a		similar	mediation	
agreement	with	all		contractors,	subcontractors.		sub-consultants,  suppliers			and	
fabricators,	thereby	providing	for	mediation	as		the  primary	method		ror	dispute	
resolullon	between	all	parltes.																																			
8.02		The	prevailing	par!}'	In any lillgation between	the	parties		relating to	or	arising	out	
or	this	contract		(including,		without		limilalion,		trial,	appellate	and			bankrupt<:}'	
proceedings)	shall	recover	its	reasonable	atlornefs	rees  and		costs		rrom  the		non-	
prevailing	party.																																											

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