Lakewood Ranch Stewardship District
12051 Corporate Blvd, Orlando, Florida 32817; 407.723.5900

www.lakewoodranchstewardship.com

BOARD OF SUPERVISORS	Friday, August 7, 2020 9:00 a.m.
LAKEWOOD RANCH	Schroeder-Manatee Ranch, Inc.
STEWARDSHIP DISTRICT	14400 Covenant Way
Lakewood Ranch, FL 34202

Due to the COVID-19 Executive Order 20-179 (attached to this agenda) extending Executive Order 20-69, the meeting will be conducted by means of communications media technology, such as telephonic conferencing, per the information below:
Number:	1-844-621-3956
Participant code:	791 375 709#

BOARD OF SUPERVISORS MEETING AGENDA

Call to Order / Roll Call
Public Comment Period [for any members of the public desiring to speak on any proposition before the Board]

Consent Agenda
Consideration of Minutes of the July 10, 2020 Board of Supervisors Meeting
Consideration of Amended and Restated Disclosure of Public Financing (provided under separate cover)
Engineer’s Report (provided under separate cover)

Administrative Matters
Consideration of Resolution 2020-31, Adopting Fiscal Year 2021 Regular Meeting Schedule

Business Matters
Public Hearing on the Adoption of the District’s Fiscal Year 2020-2021 Budgets and the Imposition of Operations and Maintenance Special Assessments
Public Comments
Board Comments
Consideration of Resolution 2020-32, Relating to the Annual Appropriations and Adopting the Fiscal Year 2020-2021 Budgets
Consideration of Resolution 2020-33, Imposing Special Assessments and Certifying and Assessment Roll for the Fiscal Year 2020-2021
Consideration of PFM Fee Letter
Consideration of Resolution 2020-34, Ratifying the Sale Series 2020 Refunding Bonds, Country Club East (provided under separate cover)
Consideration of Financing Matters Relative to the Taxable Series 2020 Refunding Bonds, Lakewood Centre and NW Sector
Financing Update
Other Matters (provided under separate cover)

Consideration of Financing Matters Relative to the Azario Project, Series 2020 Bonds
Consideration of MBS Capital Markets, LLC IBA Supplement
Presentation of Engineer’s Report
Presentation of Supplemental Assessment Methodology Report
Resolution 2020-35, Delegation Resolution
Twenty-Eighth Supplemental Indenture
Bond Purchase Contract
Preliminary Limited Offering Memorandum
Continuing Disclosure Agreement
Other Matters (provided under separate cover)
Consideration of Agreement between the District and Irrigation Design Associates, Inc. for Irrigation Installation Services and Materials (Lakewood Ranch Blvd. SRQ Sector Project) (provided under separate cover)

Financial Matters
Draw Requests (provided under separate cover)
Compilation Report

Other Business
Staff Reports
Manager’s Report
Attorney’s Report
Engineer’s Report (provided under separate cover)

Audience Comments
Adjournment

STATE OF FLORIDA
OFFICE OF THE GOVERNOR EXECUTIVE ORDER NUMBER 20-179
(Emergency Management - COVID-19 - Local Government Public Meetings)

WHEREAS. Executive Order 20-69. as extended by Executive  Order  20-112. Executive Order 20-123. Executive Order 20-139 and Executive Order 20-150. expires on  August I. 2020. unless extended: and
WHEREAS. Executive Order 20-69 requires amendment to address foreseeable Truth  in Millage ("'TRIM'"), non ad valorem assessment_ and value adjustment board related issues.
NOW, THEREFORE, I, RON DESANTIS. as Governor of Florida. by \ irtue of the authority vested in me by Article IV. Section (IJ(a) of the Florida Constitution. Chapter 252. rlorida Statutes, and all other applicable laws.  promulgate  the following  Executi\ e Order  to take immediate effect:
Section I.

Executive Order 20-69 is amended to include Section 5. as follows:

A For any taxing authority holding a millage and budget hearing under Chapter 200. Florida Statutes. or a local governing board holding a hearing or meeting regarding a non ad
\ alorem assessment, including, but not limited to. those under section  197.3632.  Florida Statutes. I hereby suspend any Florida Statute that requires a quorum or superrnajuritv uf the membership to be present in person or requires the local government body to meet at a specific public place.
A taxing authority holding a millage and budget hearing under Chapter 200. Florida Siatutes. or a local governing board holding a hearing or meeting regarding a non ad valorem

assessment including. but not limited to. those under section 197.3632. Florida Statutes. may utilize communications media technology. such as telephonic and video conferencing. as provided in section l20.54(5)(b)2.. Florida Statutes.
This Executive Order does not waive any other requirement under the Florida Constitution and '"Florida's Government in the Sunshine Laws:· including Chapter 286. Florida Statutes.
The provisions set forth in this section shall expire at 12:0 l a.m. on October l 5.

2020.

Section 2.

Executive Order 20-69 is amended to include Section 6. as follows:

For any value adjustment board including, but not limited to. special magistrates. holding a hearing or meeting under Chapter 194. Florida Statutes. I hereby suspend an) Florida Statute or rule that requires a quorum or individual to be present in person or requires the local government body or individual to meet at a specific public place.
A value adjustment board including, but not limited to. special magistrates. holding a hearing or meeting under Chapter 194, Florida Statutes. may utilize communications media technology. such as telephonic and video conferencing. as provided in section 120.54(5)( b)2.. Florida Statutes.
This Executive Order does not waive any other requirement under the Florida Constitution and ··florida·s Government in the Sunshine Laws:· including Chapter 286. Florida Statutes.
The provisions set forth in this section shall expire at 12:01 a.m. on !Jcccmbcr 15.

2020.

Section J. Except as amended herein. I hereby exknd Executive Order '.::0-69. as extended by Executive Orders 20-112. 20-123, 20-139 and 20-150. until 12:01 a.m. on
September I. 2020.

IN TESTIMONY WHEREOF, I havt herl:'unto
set my hand and caused the Great Seal or the

29th day of

, 2020.

State of Florida to be affixed. at Tai lahassce. this
ATTEST:

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LAKEWOOD RANCH STEWARDSHIP DISTRICT BOARD OF SUPERVISORS MEETING AGENDA
AUGUST 7, 2020 AT 9:00 A.M.

SCHROEDER-MANATEE RANCH, INC.
14400 Covenant Way  Lakewood Ranch, Florida 34202
Call in Number: 1-844-621-3956	Access Code:  791 375 709#

BOARD OF SUPERVISORS	DISTRICT STAFF 	

REX JENSEN	CHAIRMAN	DISTRICT MANAGER  HANK FISHKIND	PFM CONSULTING GROUP LLC TONY CHIOFALO	VICE CHAIRMAN / ASST. SECRETARY	DISTRICT COUNSEL JONATHAN JOHNSON HOPPING GREEN & SAMS SCOTT ALMAND	TREASURER / ASST. SECRETARY	DISTRICT ENGINEER  MIKE KENNEDY	STANTEC
JIM SCHIER	ASSISTANT SECRETARY

ED HUNZEKER	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) 723-5900 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 District Manger at 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 proper notice states otherwise. Each meeting will begin by inviting comments from members of the public in attendance, if any. Public comments may address any matter of interest or concern to the District, regardless whether listed for consideration on the meeting’s agenda, and will be received by the Board in accordance with the District’s Public Comment Policy. Generally, each individual speaker is limited to three (3) minutes of public comment. The Board or District staff is not obligated to respond 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, other business items may appear on the agenda for the Board’s discussion and further action by 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 reports, 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 the conclusion of each meeting for the Board Supervisors to express comments or concerns regarding items to be researched, 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 meeting/hearing/workshop of the Board is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager at (407) 723-5900. 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

Consent Agenda

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Minutes

LAKEWOOD RANCH STEWARDSHIP DISTRICT
Schroeder-Manatee Ranch, Inc.
14400 Covenant Way, Lakewood Ranch, Florida 34202

Minutes - Board of Supervisor’s Meeting – by Telephonic Conferencing
July 10, 2020, 9:00 a.m.

Attending and constituting a quorum:

Tony Chiofalo	Board Member
Scott Almand	Board Member
Jim Schier	Board Member Also attending were:
Hank Fishkind	PFM Financial Advisors, LLC Brent Wilder	PFM Financial Advisors, LLC Kevin Plenzler	PFM Financial Advisors, LLC Jane Gaarlandt	PFM Group Consulting LLC Jonathan Johnson	Hopping Green  & Sams Misty Taylor	BMO
Herb Boatner	BMO
Brett Sealy	MBS
Rob Engel	Stantec
Mike Kennedy	Stantec
Bob Simons	SMR
Roger Aman	SMR
Debbie Byerly	SMR
Scott Schuhle	US Bank
Lance Ellis	Lennar Homes
Ty Gremaux	Kimley-Horn

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

Ms. Gaarlandt called the meeting to order and proceeded with the roll call. The members in attendance are as outlined above.

There were no public comments.

SECOND ORDER OF BUSINESS	Administrative Matters

Consideration of Minutes of the June  5, 2020 Board of Supervisors Meeting and the June 12 Continued Meeting

Mr. Chiofalo presented the minutes from the previous meetings and asked if there were any questions or comments.

On MOTION by Mr. Schier, seconded by Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the minutes of the June 5, 2020 Board of Supervisors Meeting and the  June 12, 2020 Continued Meeting.

THIRD ORDER OF BUSINESS	Business Matters

1

Consideration  of  Financing Matters Relative to the Taxable Series 2020 Refinancing Bonds, Lakewood Centre and NW Sector
Financing Update
Other Matters (provided under separate cover)

Mr. Sealy and Mr. Wilder provided updates on the current market and legislative situation noting that both MBS and PFM is monitoring the situation to determine when the time is opportune to proceed with the transaction. No action required at this time.

FOURTH ORDER OF BUSINESS	Consideration  of  Financing Matters Relative to the Series 2020 Refunding Bonds, Country Club East
Resolution 2020-29, Supplemental Assessment Resolution
Other Matters (provided under separate cover)

Mr. Johnson suggested that Mr. Sealy provide an update relative to their successful efforts thus far.
Mr. Sealy noted that under separate cover a short handout had been provided prepared by MBS and PFM regarding the status of the very successful result of the refinancing of 2006 County Club East bonds  and provided details of that summary.
Mr. Wilder provided additional details.
Mr. Almand noted that this transaction results in a significant saving for all 800 homeowners in Country Club  East.

Mr. Johnson presented the supplemental assessment resolution.

On MOTION by Mr. Almand, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2020-29, Supplemental Assessment Resolution.

Mr. Johnson noted that as referenced by Mr. Sealy there were deferred cost obligations under the acquisition agreement and the indenture and asked if the Board wished to Authorized Mr. Almand to process any relevant requisitions.

On MOTION by Mr. Schier, seconded by Chiofalo, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District authorized Mr. Almand to process any requisitions relative to the deferred cost obligations.

Ms. Taylor noted that the funding for the Country Club East Refunding Bonds would take place on Wednesday, July 15, 2020 and all documents for the transaction were in place.

FIFTH ORDER OF BUSINESS	Consideration  of  Financing Matters Relative to the Lorraine Lakes Project, Series 2020 Bonds
Presentation Engineer’s Report
Presentation of Master Assessment Report
Public Hearing on the Imposition of Special Assessments
Public Comments
Board Comments
Resolution 2020-21, Imposing Special Assessments
Consideration	of	Agreement between the District and Kimley-

Horn and Associates, Inc. for Engineering Services
Consideration of Financing Team Funding Agreement between the District and Lennar Homes, LLC
Other Matters (provided under separate cover)

Mr. Kennedy noted that the report was prepared by Kimley-Horn. The District Engineer’s comments had been incorporated in the final report.
Mr. Johnson presented the report prepared by PFM and reviewed by District Counsel. Mr. Plenzler presented details of the Master Assessment Report and answered questions from the Board.

On MOTION by Mr. Schier, seconded by Chiofalo, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District opened the public hearing.

There were no public comments.

On MOTION by Mr. Almand, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2020-30, Imposing Special Assessments.

On MOTION by Mr. Schier, seconded by Chiofalo, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District closed the public hearing.

Mr. Johnson presented the agreement for engineering services.

On MOTION by Mr. Almand, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the Agreement between the District and Kimley-Horn and Associates, Inc. for Engineering Services.

Mr. Johnson presented the team funding agreement.

On MOTION by Mr. Schier, seconded by Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the Team Funding Agreement between the District and Lennar Homes, LLC,

Mr. Sealy noted that the Financing Team is working with Lennar regarding the timeline for the transaction.

SIXTH ORDER OF BUSINESS	Consideration of Agreement between the District and Cepra Landscape, LLC for Landscape and irrigation Maintenance Services (Bourneside Boulevard N.)

Mr. Engel presented the agreement. Contract amount $126,065.00

On MOTION by Mr. Almand, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the Agreement with Cepra landscape, LLC.

SEVENTH ORDER OF BUSINESS	Consideration of Agreement between the District and Altec Lakes and Natural Areas Inc. for Landscape and Irrigation Maintenance Serves (Roger Hill Park)

Mr. Engel presented the agreement. Contract amount $15,792.00.

On MOTION by Mr. Schier, seconded by Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the Agreement between the District and Altec Lakes and Natural  Areas  Inc.

EIGHTH ORDER OF BUSINESS	Consideration of Agreement between the District and Irrigation Design Associates, Inc. for Irrigation Installation Services and Materials (Lakewood Ranch Blvd. SRQ Sector Project)

Tabled

NINTH ORDER OF BUSINESS	Financial Matters

Mr. Almand presented for the Board’s Consideration:

Draw Requests  & Requisitions

Requisition List for Draw No. 3
Azario Lakewood Ranch – Phase 1 Project Series 2019 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the Lakewood Ranch Stewardship District approved Requisition List No. 3 for Azario Lakewood Ranch – Phase 1 Project.

Requisition List for Draw No. 34 Del Webb
Series 2017 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the Lakewood Ranch Stewardship District approved Requisition List No. 34 for Del Webb.

Requisition List for Draw No. 12 Lakewood Centre North
Pre-Funding

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the Lakewood Ranch Stewardship District approved Draw No. 12, Lakewood Centre North – Pre-Funding.

Requisition List for Draw No. 19 Lakewood Centre & NW Sector Series 2018 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the Lakewood Ranch Stewardship District approved Draw No. 19 for Lakewood Centre & NW Sector.

Requisition List for Draw No. 35 Lakewood Centre South
Pre-Funding

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the Lakewood Ranch Stewardship District approved Draw No. 35, Lakewood Centre South – Pre-Funding.

Requisition List for Draw No. 17 Northeast Sector
2017 Note

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the Lakewood Ranch Stewardship District approved Requisition List No. 17 for Northeast Sector.

Requisition List for Draw No. 7
The Villages of Lakewood Ranch South

Pre-Funding - Landowner/County Construction Funding Agreement

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the Lakewood Ranch Stewardship District accepted the Construction Funding and approved payment of Requisition List No. 7 for The Villages of Lakewood Ranch South.

TENTH ORDER OF BUSINESS	Compilation Report

No Comments

ELEVENTH ORDER OF BUSINESS	Staff Reports

Manager’s Report – Ms. Gaarlandt reminded the board members that  the  budget  adoption  hearing  is scheduled for the August 7th Meeting.

Attorney’s Report – No Report. Mr. Johnson answered questions regarding extension of the current Executive Order.

Engineer’s Report – Mr. Engel presented for the Board’s approval:

Change Order No. 2 Woodruff & Sons, Inc.
Rangeland Pkwy at LWR West of Lorraine Rd
Remove EX abandoned pipe & valves;  install conduits; AB curbs, con s/w sod

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District approved Change Order No. 2, Woodruff & Sons, Inc.

Change Order No. 3 Woodruff & Sons, Inc.
Lorraine Road Master Water Main
Height of Sarasota 16”  )S&Y valve required it to be laid over on its side: This requires the slab to be widened with  additional fence to accommodate. Rev CVS  Plans: Gate valves between off-site & onsite utility work

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District approved Change Order No. 3, Woodruff & Sons, Inc.

Change Order No. 16
E.T. MacKenzie of Florida, Inc. 44th Ave East Phase V
Additional lighting items: Counduit F&I underground, insulated – aluminum,  and pull box – roadside; cable distribution system; light pole comp-SGL, ARM SM, AL 35’ (LED); & Conductor to copper  per County

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District approved Change Order No. 16, E.T. MacKenzie of Florida, Inc.

Change Order No. 1 SMR Farms, LLC

Lorraine Road South
Rip out 125,000sf of Bahia grass  and dispose of waste

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District approved Change Order No. 1, SMR Farms, LLC.

Change Order No. 1 SMR Farms, LLC
Rangeland, Esplanade to  Lorraine Add: 11 Crape Myrtle, 29 So Red Cedar

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District approved Change Order No. 1, SMR Farms, LLC.

Change Order No. 2 SMR Farms, LLC
Rangeland, Esplanade to Lorraine
Add: 17 So Magnolia, 1 Sabal Palm, 29 Wax Myrtle, 140 Parsons Juniper, 488sf Empire, 42.2CY mulch

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District approved Change Order No. 2, SMR Farms, LLC.

Change Order No. 2
Irrigation Design Associates, Inc.
44th Ave East, Lorraine Rd. to Bourneside Dr
Deduct 1093 Maxjet Assemblies from landscape coverage

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District approved Change Order No. 2, Irrigation Design Associates, Inc.

Change Order No. 3
Irrigation Design Associates, Inc.
44th Ave East, Lorraine Rd. to Bourneside Dr
Add 313 Hunter Pros-12 sprays to landscape coverage

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District approved Change Order No. 3, Irrigation Design Associates, Inc.

TWELFTH ORDER OF BUSINESS	Supervisor Requests

There were no Supervisor requests.

THIRTEENTH ORDER OF BUSINESS	Audience Comments

There were no audience comments.

FOURTEENTH ORDER OF BUSINESS	Adjournment

Mr. Chiofalo asked for a motion to adjourn the meeting.

On MOTION by Mr. Almand, seconded by Mr. Schier, with all in favor, the Board of Supervisors  of  the  Lakewood Ranch Stewardship District moved to adjourn the July 10, 2020 meeting

Secretary/Assistant Secretary	Chairperson/Vice-Chairperson

7

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Disclosure of Public Financing

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Engineer's Report

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2020-31

RESOLUTION 2020-31

A RESOLUTION OF THE BOARD OF SUPERVISORS OF LAKEWOOD RANCH STEWARDSHIP DISTRICT DESIGNATING DATES, TIME AND LOCATION FOR REGULAR MEETINGS OF THE BOARD OF SUPERVISORS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, Lakewood Ranch Stewardship District (hereinafter the “District”) is a local unit of special-purpose government established and existing pursuant to Chapter 2005-338, Laws of Florida, being situated within Manatee and Sarasota Counties, Florida; and

WHEREAS, the District is an independent special district as defined in Chapter 189, Florida Statutes and subject to certain requirements therein; and

WHEREAS, Section 189. 015(1), Florida Statutes requires that the Board file a schedule of its regular meeting dates, times, and location either quarterly, semi-annually, or annually with the local governing authority and the Florida Department of Economic Opportunity; and

WHEREAS, the District is required by Section 189.069(13) to post the regular meeting dates, times, and locations on its official website, and cause the same to be published in a newspaper of general circulation; and

WHEREAS, all meetings of the Board shall be open to the public and governed by the provisions of Chapter 286, Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF LAKEWOOD RANCH STEWARDSHIP DISTRICT:

Section 1. Regular meetings of the Board of Supervisors of the District shall be held as provided on the schedule attached as Exhibit “A”.

Section 2. In accordance with Sections 189.015 (1), and 189.069(13), Florida Statutes, the District’s Secretary is hereby directed to file this resolution with Manatee and Sarasota Counties, Florida, publish a notice of the regular meeting dates, times, and locations in a newspaper of general circulation, and post the same on the District’s official website.

Section 3. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED THIS 97TH DAY OF AUGUST, 2020.

Attest:

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Chairman/Vice-Chairman

Exhibit A: Fiscal Year 2020-2021 Annual Meeting Schedule

EXHIBIT “A”

BOARD OF SUPERVISORS MEETING DATES LAKEWOOD RANCH STEWARDSHIP DISTRICT FISCAL YEAR 2020-2021

The Board of Supervisors of the Lakewood Ranch Stewardship District will hold their regular meetings for Fiscal Year 2020-2021 at 9:00 a.m. at the Offices of Schroeder-Manatee Ranch, Inc. 14400 Covenant Way, Lakewood Ranch, FL 34202 at 9:00 a.m. otherwise indicated as follows:

October 2, 2020
November 6, 2020
December 4, 2020
January 8, 2021*
February 5, 2021
March 5, 2021
April 2, 2021
May 7, 2021
June 4, 2021
July 9, 2021*
August 6, 2021
September 3, 2021

The meetings are open to the public and will be conducted in accordance with the provision of Florida Law for Independent Special Districts. The meetings may be continued to a date, time, and place to be specified on the record at the meeting. A copy of the agenda for these meetings may be obtained from 12051 Corporate Blvd., Orlando, Florida 32817 or by calling (407) 723-5900.

There may be occasions when one or more Supervisors or staff will participate by telephone. Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations at this meeting because of a disability or physical impairment should contact the District Office at (407) 723-5900 at least 48 hours prior to the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1-1, or 1-800-955-8771 (TTY) / 1-800-955-8770 (Voice), for aid in contacting the District Office.

A person who decides to appeal any decision made at the meeting 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 such appeal is to be based.

District Manager

[*Meetings moved one week due to holidays]

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Public Hearing

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2020-32

RESOLUTION 2020-32

THE ANNUAL APPROPRIATION RESOLUTION OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGETS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2020 AND ENDING SEPTEMBER 30, 2021; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the District Manager has, prior to the fifteenth (15th) day in July 2020, submitted to the Board of Supervisors (“Board”) of the Lakewood Ranch Stewardship District (“District”) proposed budgets (“Proposed Budget”) for the fiscal year beginning October 1, 2020 and ending September 30, 2021 (“Fiscal Year 2020/2021”) along with an explanatory and complete financial plan for each fund of the District, pursuant to the provisions of Chapter 2005- 338(6)(4)(b), Laws of Florida; and

WHEREAS, at least sixty (60) days prior to the adoption of the Proposed Budget, the District filed a copy of the Proposed Budget with the local governing authorities having jurisdiction over the area included in the District pursuant to the provisions of Chapter 2005- 338(6)(4)(c), Laws of Florida; and

WHEREAS, the Board set a public hearing thereon and caused notice of such public hearing to be given by publication; and

WHEREAS, the District Manager posted the Proposed Budget on the District’s website at least two days before the public hearing; and

WHEREAS, Chapter 2005-338(6)(4)(b), Laws of Florida, requires that, prior to October 1st of each year, the Board, by passage of the Annual Appropriation Resolution, shall adopt a budget for the ensuing fiscal year and appropriate such sums of money as the Board deems necessary to defray all expenditures of the District during the ensuing fiscal year; and

WHEREAS, the District Manager has prepared a Proposed Budget, whereby the budget shall project the cash receipts and disbursements anticipated during a given time period, including reserves for contingencies for emergency or other unanticipated expenditures during the fiscal year.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT:

1

SECTION 1.	BUDGET

The Board has reviewed the Proposed Budget, a copy of which is on file with the office of the District Manager and at the District’s Local Records Office, and hereby approves certain amendments thereto, as shown in Section 2 below.

The Proposed Budget, attached hereto as Exhibit “A,” as amended by the Board, is hereby adopted in accordance with the provisions of Chapter 2005-338(6)(4)(b), Laws of Florida (“Adopted Budget”), and incorporated herein by reference; provided, however, that the comparative figures contained in the Adopted Budget may be subsequently revised as deemed necessary by the District Manager to reflect actual revenues and expenditures.

The Adopted Budget, as amended, shall be maintained in the office of the District Manager and at the District’s Local Records Office and identified as “The Budget for the Lakewood Ranch Stewardship District for the Fiscal Year Ending September 30, 2021.”

The Adopted Budget shall be posted by the District Manager on the District’s official website within thirty (30) days after adoption, and shall remain on the website for at least 2 years.

SECTION 2.	APPROPRIATIONS

There is hereby appropriated out of the revenues of the District, for Fiscal Year 2020/2021, the sum of $43,330,953.90 to be raised by the levy of assessments and otherwise, which sum is deemed by the Board to be necessary to defray all expenditures of the District during said budget year, to be divided and appropriated in the following fashion:

TOTAL GENERAL FUND	$ 8,075,064 		
DEBT SERVICE FUNDS	$35,255,889.96 		
TOTAL ALL FUNDS	$43,330,953.90 		
SECTION 3.	BUDGET AMENDMENTS		

Pursuant to Section 189.016, Florida Statutes, the District at any time within Fiscal Year 2020/2021 or within 60 days following the end of the Fiscal Year 2020/2021 may amend its Adopted Budget for that fiscal year as follows:

The Board may authorize an increase or decrease in line item appropriations within a fund by motion recorded in the minutes if the total appropriations of the fund do not increase.

The District Manager or Treasurer may authorize an increase or decrease in line item appropriations within a fund if the total appropriations of the fund do not increase and if the aggregate change in the original appropriation item does not exceed $10,000 or 10% of the original appropriation.

By resolution, the Board may increase any appropriation item and/or fund to reflect receipt of any additional unbudgeted monies and make the corresponding change to appropriations or the unappropriated balance.

Any other budget amendments shall be adopted by resolution and consistent with Florida law.

The District Manager or Treasurer must establish administrative procedures to ensure that any budget amendments are in compliance with this Section 3 and Section 189.016, Florida Statutes, among other applicable laws. Among other procedures, the District Manager or Treasurer must ensure that any amendments to budget under subparagraphs c. and d. above are posted on the District’s website within 5 days after adoption and remain on the website for at least 2 years.

SECTION 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 7th DAY OF AUGUST, 2020.

ATTEST:	LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

Exhibit A: Fiscal Year 2020/2021 Budget

Lakewood Ranch Stewardship District
Proposed Operating Budget for General Fund - Summary Budget For Operation & Maintenance				
October 1, 2020 to September 30, 2021				
		Increase		
	Full Year	PRELIM BUDGET	(Decrease)	Estimated	
Category	30-Sep-20

Budget	FY2021;	2021 Budget vs.
Resolution	2020 Budget	Buildout Budget	
Sources of Funds:				
Assessments - Platted Land	$ 4,326,130	$	4,789,638    90%	$	463,508	$ 10,048,008	
Assessments - Un Platted Land	$	186,747	$	223,441     84%	$	36,694	$	-	
Landowner Contribution	$ 3,061,056	$	3,060,985    100%	$	(71)	$	-	
Other Revenue (Park Rental Fees)	$	1,000	$	1,000	$	-	$	-	
Total - Sources of Funds	$ 7,574,933	$	8,075,064     94%	$	500,131	$ 10,048,008	

Uses of Funds				
Administrative Expenditures:				
Insurance	$	8,000	$	8,000    100%	$	-	$	20,000	
Meeting Advertising	$	15,000	$	15,000    100%	$	-	$	20,000	
Engineering	$	70,000	$	80,000     88%	$	10,000	$	80,000	
Bond Agent Fees	$	30,000	$	23,000    130%	$	(7,000)	$	75,000	
Legal Fees	$	100,000	$	100,000    100%	$	-	$	125,000	
Accounting	$	32,000	$	115,000     28%	$	83,000	$	125,000	
Lien Book and Tax Roll	$	150,000	$	253,500     59%	$	103,500	$	350,000	
Annual Audit	$	17,000	$	20,000     85%	$	3,000	$	50,000	
Trustee	$	100,000	$	118,250     85%	$	18,250	$	150,000	
Manager	$	108,000	$	105,000    103%	$	(3,000)	$	150,000	
Travel and Per Diem	$	-	$	-	$	-	$	-	
Telephone	$	-	$	-	$	-	$	-	
Postage	$	1,500	$	1,500    100%	$	-	$	2,657	
Office Supplies	$	1,500	$	1,500    100%	$	-	$	10,629	
Other Current Charges	$	3,810	$	3,810    100%	$	-	$	1,500	
Dues, Licenses, Subscriptions	$	22,000	$	22,000    100%	$	-	$	22,000	
Capital Outlay	$	-	$	-	$	-	$	-	
Meeting Room Rent	$	-	$	-	$	-	$	-	
Outside Services; County Administrative Fee	$	-	$	-	$	-	$	-	
Total - Administrative	$	658,810	$	866,560     76%	$	207,750	$ 1,181,786	
Reserves	$	152,578	$	152,578    100%	$	-	$	276,375	
Maintenance:				
Maintenance Management Fee - allocated at buildout	$	300,000	$	300,000    100%	$	-	$	500,250	
General & Parks Maintenance - allocated at buildout	$	383,400	$	447,400     86%	$	64,000	$	987,000	
Community Services Admin. Fee	$	96,240	$	178,575     54%	$	82,335	$	317,088	
Landscape & Irrigation Maintenance - Contracted	$ 3,626,086	$	3,000,332    121%	$	(625,754)	$ 3,137,989	
Landscape & Irrigation Repairs - Non-Contracted	$	901,000	$	1,414,000    64%	$	513,000	$ 1,504,000	
Irrigation for Master Landscaping	$ 1,016,846	$	1,066,846    95%	$	50,000	$ 1,216,846	
Environmental	$	241,500	$	356,000     68%	$	114,500	$	606,000	
Utilities	$	55,273	$	55,273    100%	$	-	$	42,173	
Other Maintenance	$	143,200	$	237,500     60%	$	94,300	$	278,500	
Contingency	$	-	$	-	$	-	$	-	
Total - Maintenance	$ 6,763,545	$	7,055,926     96%	$	292,381	$ 8,589,847	

Total - Uses of Funds	
$ 7,574,933	
$	8,075,064     94%	$	500,131	
$ 10,048,008	

Operating Surplus or Deficit	
$	(0)	
$	-	$	0	
$	-	

Maintenance Expense by Land Area:		FY2021; RES.	2019 Budget	Budget	
Southeast Sector	$1,676,873	$1,594,658	105%	-$82,216	$1,667,158	
Northwest Sector	$1,795,260	$1,728,084	104%	-$67,176	$1,864,084	
Northeast Sector	$1,365,504	$1,455,142	94%	$89,638	$1,672,199	
Sarasota Sector	$1,146,268	$1,352,068	85%	$205,800	$1,582,068	
Other / General Maintenance	$431,640	$513,975	84%	$82,335	$1,042,338	
Parks Maintenance	$348,000	$412,000	84%	$64,000	$762,000	
Total	$6,763,545	$7,055,926	96%	$292,381	$8,589,847	

Budget	Prelim. Budget FY2020

Increase
(Decrease)	Estimated 2020 Budget vs.		Buildout

Page 1

updated on 5/29/2020 4:03 PM	Lakewood Ranch Stewardship District
Operations and Maintenance Budget Detail

Acct#

EXPENSES

Budget FY2020

YTD 3/31/2020

Forecast 9/30/2020

Variance vs. Budget

PRELIMINARY
Budget FY2021

PRELIM FY2021

Budget vs. Budget 2020

ESTIMATED BUILDOUT (B)

Prior Buildout Estimate

$ Change % Change

SE	SOUTHEAST SECTOR OPERATIONS AND MAINTENANCE BUDGET DETAIL		
	Area identified as around Country Club East and Lake Club
MASTER LANDSCAPING & IRRIGATION MAINTENANCE CONTRACTS ᵃ		
60101	University Parkway from Lorraine to Concession	350,000	78,016	130,942	(219,059)	111,144	(238,856)	-68%	111,144	350,000	(238,856)	-215%	
60102	The Masters Ave.; Lorraine to Players	204,000	102,294	164,016	(39,984)	214,200	10,200	5%	214,200	204,000	10,200	5%	
60103	Lorraine Rd - East side	105,000	35,075	66,665	(38,335)	112,405	7,405	7%	112,405	105,000	7,405	7%	
60104	Allocation from CDD's for UP and Lorraine medians	20,173	17,310	17,310	(2,863)	20,173	-	0%	20,173	20,173	-	0%	
60106	Bournside Blvd. from Masters to SR70	108,000	25,743	51,486	(56,515)	108,000	-	0%	108,000	108,000	-	0%	
60107	Covenant Way	12,600	1,050	12,600	-	12,600	-	0%	12,600	12,600	-	0%	
60108	Masters Ave. from Players Dr. to Bourneside Blvd.	110,000	54,306	108,609	(1,391)	114,036	4,036	4%	114,036	110,000	4,036	4%	
60109	Bourneside Blvd. from Masters to University Pkwy.	60,000	-	-	(60,000)	67,500	7,500	13%	90,000	90,000	-	0%	

SE	Subtotal Landscape Maintenance Contracts
NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	969,773	313,794	551,627	(418,146)	760,058	(209,716)	-22%	782,558	999,773	(217,216)	-28%	
60200	Irrigation Repairs	65,000	21,347	65,000	-	65,000	-	0%	65,000	65,000	-	0%	
60210	Plant replacement	100,000	56,092	100,000	-	100,000	-	0%	100,000	100,000	-	0%	
60215	Mulching	60,000	57,573	60,000	-	80,000	20,000	33%	80,000	60,000	20,000	25%	
60230	Tree Trimming	30,000	3,281	30,000	-	30,000	-	0%	30,000	30,000	-	0%	
60231	Other Landscape Maintenance; Non-Contracted, Contingency	8,000	6,676	12,000	4,000	60,000	52,000	650%	60,000	12,000	48,000	80%	

SE	Subtotal Non-Contracted Landscaping
IRRIGATION FOR MASTER LANDSCAPING	263,000	144,969	267,000	4,000	335,000	72,000	27%	335,000	267,000	68,000	20%	
60250	Monthly Meter Charge	10,500	4,396	10,500	-	10,500	-	0%	10,500	10,500	-	0%	
60255	Utilization	320,000	155,639	300,000	(20,000)	320,000	-	0%	320,000	320,000	-	0%	

SE	Subtotal Irrigation
ENVIRONMENTAL	330,500	160,035	310,500	(20,000)	330,500	-	0%	330,500	330,500	-	0%	
60300	Lake maintenance for the lakes outside communities	4,000	7,613	17,000	13,000	20,000	16,000	400%	30,000	4,000	26,000	87%	
60310	General consulting	-	-	-	-	-	-		-	-	-		
60320	Water quality monitoring	-	-	-	-	-	-		-	-	-		
60330	Mitigation monitoring and maintenance	-	-	-	-	-	-		-	-	-		
60340	Littoral Shelf Plantings	-	-	-	-	-	-		-	-	-		
60350	Conservation Areas Exotic Species Removal	70,000	64,130	70,000	-	80,000	10,000	14%	120,000	80,000	40,000	33%	

SE	Subtotal Environmental
UTILITIES	74,000	71,743	87,000	13,000	100,000	26,000	35%	150,000	84,000	66,000	44%	
60400	FLORIDA POWER & LIGHT	1,000	503	800	(200)	1,000	-	0%	1,000	1,000	-	0%	
60410	Manatee County	-	-	-	-	-	-		-	-	-		
	Subtotal Utilities
OTHER MAINTENANCE: SE SECTOR	1,000	503	800	(200)	1,000	-	0%	1,000	1,000	-	0%	
60600	Roads and sidewalks	2,000	-	-	(2,000)	2,000	-	0%	2,000	2,000	-	0%	
60610	Stormwater System & Drainage	20,000	6,865	20,000	-	20,000	-	0%	20,000	20,000	-	0%	
60611	Storm Damage and Clean Up	-	-	-	-	-	-		-	-	-		
60620	Sanitary Sewer	5,000	1,554	2,500	(2,500)	2,500	(2,500)	-50%	2,500	5,000	(2,500)	-100%	
60630	Street Light Repair	-	-	-	-	-	-		-	-	-		
60640	Hardscapes	10,000	12,769	24,000	14,000	30,000	20,000	200%	30,000	10,000	20,000	67%	
60645	Signs	-	11,668	14,000	14,000	12,000	12,000		12,000	-	12,000	100%	
60650	Miscellaneous Maintenance	1,200	-	1,200	-	1,200	-	0%	1,200	1,200	-	0%	
60655	Centralized irrigation system	400	-	400	-	400	-	0%	400	400	-	0%	
60660	Waste Management	-	-	-	-	-	-		-	-	-		
	Subtotal	38,600	32,856	62,100	23,500	68,100	29,500	76%	68,100	38,600	29,500	43%	
									4%	2%		0%	
SE	TOTAL SOUTHEAST SECTOR	1,676,873	723,900	1,279,027	(397,846)	1,594,658	(82,216)	-5%	1,667,158	1,720,873	(53,716)	-3%	

updated on 5/29/2020 4:03 PM	Lakewood Ranch Stewardship District
Operations and Maintenance Budget Detail

Acct#

EXPENSES

Budget FY2020

YTD 3/31/2020

Forecast 9/30/2020

Variance vs. Budget

PRELIMINARY
Budget FY2021

PRELIM FY2021

Budget vs. Budget 2020

ESTIMATED BUILDOUT (B)

Prior Buildout Estimate

$ Change % Change

NW NORTHWEST SECTOR OPERATIONS AND MAINTENANCE BUDGET DETAIL
Area identified as to the east of LWR Blvd, north of SR 70, south of SR 64 and west of Lorraine Rd.
MASTER LANDSCAPING & IRRIGATION MAINTENANCE CONTRACTS ᵃ
60111	White Eagle Blvd from SR 70 to Malachite	96,000	47,336	94,672	(1,329)	82,000	(14,000)	-15%	82,000	96,000	(14,000)	-17%	
60112	Rangeland Pkwy form LWR Blvd to White Eagle	68,000	33,528	67,061	(939)	39,102	(28,898)	-42%	39,102	68,000	(28,898)	-74%	
60113	Kent Lake & Lake Bank Maintenance	37,000	15,415	33,915	(3,085)	34,000	(3,000)	-8%	34,000	34,000	-	0%	
60115	44th Ave from Rosedale to White Eagle	85,000	41,975	83,950	(1,051)	48,877	(36,123)	-42%	48,877	84,000	(35,123)	-72%	
60116	Malachite Road from LWR Blvd. to White Eagle	30,000	14,112	28,224	(1,776)	17,251	(12,749)	-42%	17,251	30,000	(12,749)	-74%	
60118	Lake Bank mowing	15,450	19,758	33,483	18,033	34,000	18,550	120%	42,000	42,000	-	0%	
60119	Rangeland Pkwy from White Eagle to Esplanade	22,800	10,533	21,548	(1,252)	14,000	(8,800)	-39%	14,000	22,800	(8,800)	-63%	
60120	LWR Blvd.; SR70 to Malachite	48,000	23,398	46,798	(1,202)	27,601	(20,399)	-42%	27,601	48,000	(20,399)	-74%	
60121	LWR Blvd.; Malachite to SR64	88,000	41,586	83,180	(4,820)	50,602	(37,398)	-42%	50,602	88,000	(37,398)	-74%	
60132	White Eagle from Malachite to 44th Ave	42,000	17,476	37,393	(4,607)	22,000	(20,000)	-48%	22,000	42,000	(20,000)	-91%	
60133	White Eagle from 44th Ave to Gatewood Dr.	164,800	82,924	157,765	(7,035)	100,000	(64,800)	-39%	100,000	164,800	(64,800)	-65%	
60134	White Eagle from Gatewood Dr. to SR64	20,000	1,000	5,000	(15,000)	12,000	(8,000)		12,000	20,000	(8,000)	-67%	
60135	Silver Palm Blvd.	7,440	2,572	5,275	(2,165)	6,000	(1,440)	-19%	6,000	7,440	(1,440)	-24%	
60136	Wood Fern Trail	53,560	20,471	45,424	(8,136)	30,798	(22,762)	-42%	30,798	53,560	(22,762)	-74%	
60137	Gatewood Drive	48,500	24,245	48,490	(11)	27,889	(20,611)	-42%	27,889	48,500	(20,611)	-74%	
60138	44th Ave from White Eagle Blvd. to Indigo	40,000	19,669	39,667	(333)	24,000	(16,000)	-40%	24,000	40,000	(16,000)	-67%	
60139	44th Ave from Indigo to Lorraine	14,000	5,256	10,183	(3,817)	12,000	(2,000)	-14%	12,000	14,000	(2,000)	-17%	
60141	Silver Falls Run	30,000	26,098	51,020	21,020	17,251	(12,749)	-42%	17,251	30,000	(12,749)	-74%	
60142	117th Street	80,000	43,302	86,604	6,604	46,002	(33,998)	-42%	46,002	80,000	(33,998)	-74%	
60143	Rangeland Pkwy. from Benito Ct. to Lorraine	26,000	2,000	26,000	-	14,000	(12,000)		14,000	26,000	(12,000)	-86%	
60144	Newhaven Blvd.	-	-	-	-	-	-		60,000	60,000	-	0%	

NW	Subtotal Landscape Maintenance Contracts
NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	1,016,550	492,654	1,005,650	(10,900)	659,374	(357,176)	-35%	727,374	1,099,100	(371,726)	-51%	
60200	Irrigation Repairs	62,000	42,425	76,000	14,000	80,000	18,000	29%	80,000	62,000	18,000	23%	
60210	Plant replacement	42,000	45,656	52,000	10,000	80,000	38,000	90%	80,000	42,000	38,000	48%	
60215	Mulching	100,000	69,409	98,000	(2,000)	100,000	-	0%	100,000	100,000	-	0%	
60230	Tree Trimming	64,000	25,685	60,000	(4,000)	80,000	16,000	25%	80,000	64,000	16,000	20%	
60231	Other Landscape Maintenance; Non-Contracted, Contingency	8,000	4,918	8,000	-	145,000	137,000	1713%	145,000	12,000	133,000	92%	

NW	Subtotal Non-Contracted Landscaping
IRRIGATION FOR MASTER LANDSCAPING	276,000	188,093	294,000	18,000	485,000	209,000	76%	485,000	280,000	205,000	42%	
60250	Monthly Meter Charge	8,610	4,396	8,610	-	8,610	-	0%	8,610	8,610	-	0%	
60255	Utilization	310,000	141,914	300,000	(10,000)	310,000	-	0%	340,000	310,000	30,000	9%	

NW	Subtotal Irrigation
ENVIRONMENTAL	318,610	146,310	308,610	(10,000)	318,610	-	0%	348,610	318,610	30,000	9%	
60300	Lake maintenance for the lakes outside communities	32,000	16,002	32,000	-	32,000	-	0%	36,000	32,000	4,000	11%	
60310	General consulting	-	-	-	-	-	-		-	-	-		
60320	Water quality monitoring	-	-	-	-	-	-		-	-	-		
60330	Mitigation monitoring and maintenance	-	-	-	-	-	-		-	-	-		
60340	Littoral Shelf Plantings	-	-	-	-	-	-		-	-	-		
60350	Conservation Areas Exotic Species Removal	75,000	60,050	100,550	25,550	120,000	45,000	60%	180,000	100,000	80,000	44%	
	Subtotal Environmental	107,000	76,052	132,550	25,550	152,000	45,000	42%	216,000	132,000	84,000	39%	

updated on 5/29/2020 4:03 PM	Lakewood Ranch Stewardship District

EXPENSES

Budget FY2020

YTD 3/31/2020

Forecast Variance vs. PRELIMINARY

9/30/2020	Budget

Budget FY2021

PRELIM FY2021	ESTIMATED
Budget vs. Budget	BUILDOUT

Acct#

2020

(B)

Prior
Buildout	$ Change % Change
Estimate

Operations and Maintenance Budget Detail

NW	UTILITIES (Estimated via historical usage and projected additional area)		
60400	FLORIDA POWER & LIGHT	900	342	800	(100)	900	-	0%	900	900	-	0%	
60410	Manatee County Utilities	-	-	-	-	-	-		-	-	-		
60420	PEACE RIVER	24,000	13,900	24,000	-	24,000	-	0%	24,000	24,000	-	0%	
	Subtotal Utilities	24,900	14,242	24,800	(100)	24,900	-	0%	24,900	24,900	-	0%	
	OTHER MAINTENANCE: NW SECTOR												
60600	Roads and sidewalks	-	-	-	-	-	-		-	-	-		
60610	Stormwater System & Drainage	14,000	7,002	14,000	-	24,000	10,000	71%	24,000	14,000	10,000	42%	
60611	Storm Damage and Clean Up	-	-	-	-	-	-		-	-	-		
60620	Sanitary Sewer	1,000	-	-	(1,000)	1,000	-	0%	1,000	1,000	-	0%	
60630	Street Light Repair	-	-	-	-	-	-		-	-	-		
60640	Hardscapes	32,000	20,634	40,000	8,000	50,000	18,000	56%	32,000	32,000	-	0%	
60645	Signs	4,000	-	2,000	(2,000)	12,000	8,000		4,000	4,000	-	0%	
60650	Miscellaneous Maintenance	1,200	549	1,200	-	1,200	-	0%	1,200	1,200	-	0%	
60655	Centralized irrigation system	-	-	-	-	-	-		-	-	-		
60660	Waste Management	-	-	-	-	-	-		-	-	-		
	Subtotal Other Maintenance	52,200	28,185	57,200	5,000	88,200	36,000	69%	62,200	52,200	10,000	16%	
NW	TOTAL NORTHWEST SECTOR	1,795,260	945,536	1,822,810	27,550	1,728,084	(67,176)	-4%	1,864,084	1,906,810	(42,726)	-2%	

updated on 5/29/2020 4:03 PM	Lakewood Ranch Stewardship District
Operations and Maintenance Budget Detail

Acct#

EXPENSES

Budget FY2020

YTD 3/31/2020

Forecast 9/30/2020

Variance vs. Budget

PRELIMINARY
Budget FY2021

PRELIM FY2021

Budget vs. Budget 2020

ESTIMATED BUILDOUT (B)

Prior Buildout Estimate

$ Change % Change

NE	NORTHEAST SECTOR OPERATIONS AND MAINTENANCE BUDGET DETAIL
Area identified as to the east of Lorraine Rd., north of SR 70, south of SR 64 and west to District boundary.
MASTER LANDSCAPING & IRRIGATION MAINTENANCE ᵃ
60119	Post Blvd & SR70 Intersection	24,740	13,147	24,740	0	24,744	4	0%	24,740	24,740	-	0%	
60130	59th Avenue Lorraine Rd to Post Blvd	17,032	2,062	6,000	(11,032)	6,000	(11,032)	-65%	6,000	17,032	(11,032)	-184%	
60131	NE, State Road 70 & Lorraine	5,830	-	-	(5,830)	5,830	-	0%	5,830	5,830	-	0%	
60132	Uihlein Road; SR70 to 44th Ave.	173,473	86,578	70,419	(103,054)	140,838	(32,635)	-19%	141,000	173,473	(32,473)	-23%	
60133	Lakebank and Swale Mowing	1,200	500	6,000	4,800	8,000	6,800	567%	10,000	1,200	8,800	88%	
60134	Lorraine Corners	92,000	46,922	92,912	912	94,000	2,000	2%	94,000	92,000	2,000	2%	
60135	Future Roads	50,000	35,571	4,200	(45,800)	10,000	(40,000)	-80%	75,000	75,000	-		
60140	44th Ave from Lorraine to Bourneside	140,000	-	-	(140,000)	140,000	-	0%	140,000	140,000	-	0%	
60145	Post Blvd. from 59th Ave to Rangeland Pkwy.	40,000	-	26,604	(13,396)	40,000	-		40,000	40,000	-	0%	
60146	Uihlein Rd.; 44th Ave. to SR64	70,910	-	-	(70,910)	70,910	-		70,910	70,910	-	0%	
60147	Rangeland Pkwy.; Uihlein Rd. to Bourneside Blvd.	120,000	3,555	43,000	(77,000)	120,000	-		120,000	120,000	-	0%	
60148	Bourneside Blvd.; SR70 to SR64	127,379	-	12,000	(115,379)	127,379	-		127,379	127,379	-	0%	
60149	Rangeland Pkwy.; Lorraine Rd. to Uihlein Rd.	84,000	-	24,885	-	84,000	-		84,000	84,000	-	0%	
	Subtotal Landscape Maintenance Contracts	946,563	188,335	310,760	(576,688)	871,701	(74,862)	-8%	938,858	971,563	(32,705)	-3%	
NE	NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS												
60200	Irrigation Repairs	46,000	7,252	20,000	(26,000)	46,000	-	0%	54,000	46,000	8,000	15%	
60210	Plant replacement	40,000	10,885	30,000	(10,000)	60,000	20,000	50%	60,000	40,000	20,000	33%	
60215	Mulching	34,000	12,513	20,000	(14,000)	80,000	46,000	135%	80,000	34,000	46,000	58%	
60230	Tree Trimming	76,000	408	16,000	(60,000)	48,000	(28,000)	-37%	70,000	76,000	(6,000)	-9%	
60231	Other Landscape Maintenance; Non-Contracted, Contingency	6,000	9,916	12,000	6,000	60,000	54,000	900%	60,000	10,000	50,000	83%	
	Subtotal Non-Contracted Landscaping	202,000	40,974	98,000	(104,000)	294,000	92,000	46%	324,000	206,000	118,000	36%	
NE	IRRIGATION FOR MASTER LANDSCAPING												
60250	Monthly Meter Charge	8,868	4,396	8,868	-	8,868	-	0%	8,868	8,868	-	0%	
60255	Utilization	150,000	64,462	120,000	(30,000)	200,000	50,000	33%	220,000	200,000	20,000	9%	
	Subtotal Irrigation	158,868	68,858	128,868	(30,000)	208,868	50,000	31%	228,868	208,868	20,000	9%	
NE	ENVIRONMENTAL								14%	13%		0%	
60300	Lake maintenance for the lakes outside communities	16,000	8,998	20,000	4,000	30,000	14,000	88%	40,000	40,000	-	0%	
60310	General consulting	-	-	-	-	-	-		-	-	-		
60320	Water quality monitoring	-	-	-	-	-	-		-	-	-		
60330	Annual Wetland Preservation Area Monitoring	800	-	-	(800)	-	(800)	-100%	-	800	(800)		
60340	Littoral Shelf Plantings and Maintenance	1,500	-	1,500	-	-	(1,500)	-100%	-	1,500	(1,500)		
60350	Conservation Areas Exotic Species Removal	12,000	4,025	12,000	-	22,000	10,000	83%	80,000	80,000	-	0%	
	Subtotal Environmental	30,300	13,023	33,500	3,200	52,000	21,700	72%	120,000	122,300	(2,300)	-2%	
NE	UTILITIES (Estimated via historical usage and projected additional area)												
60400	FLORIDA POWER & LIGHT	-	-	-	-	-	-		900	900	-	0%	
60410	Manatee County	100	-	-	(100)	100	-	0%	100	100	-	0%	
60420	PEACE RIVER	1,273	8,729	16,000	14,727	1,273	-	0%	1,273	1,273	-	0%	

NE	Subtotal Utilities
OTHER MAINTENANCE: NE SECTOR	1,373	8,729	16,000	14,627	1,373	-	0%	2,273	2,273	-	0%	
60600	Roads and sidewalks	-	-	-	-	-	-		-	-	-		
60610	Stormwater System & Drainage	12,000	4,503	12,000	-	12,000	-	0%	25,000	25,000	-	0%	
60611	Storm Damage and Clean Up	-	-	-	-	-	-		-	-	-		
60620	Sanitary Sewer	10,000	600	1,800	(8,200)	2,000	(8,000)	-80%	10,000	10,000	-	0%	
60630	Street Light Repair	-	-	-	-	-	-		-	-	-		
60640	Hardscapes	3,200	644	3,200	-	12,000	8,800	275%	22,000	5,000	17,000	77%	
60645	Signs	-	-	-	-	-	-		-	-	-		
60650	Miscellaneous Maintenance	1,200	-	1,200	-	1,200	-	0%	1,200	1,200	-	0%	
	Subtotal	26,400	5,747	18,200	(8,200)	27,200	800	3%	58,200	41,200	17,000	29%	
	TOTAL EXPENSES NORTHEAST SECTOR	1,365,504	325,666	605,328	(701,061)	1,455,142	89,638	7%	1,672,199	1,552,204	119,995	7%	

updated on 5/29/2020 4:03 PM	Lakewood Ranch Stewardship District
Operations and Maintenance Budget Detail

Acct#

EXPENSES

Budget FY2020

YTD 3/31/2020

Forecast 9/30/2020

Variance vs. Budget

PRELIMINARY
Budget FY2021

PRELIM FY2021

Budget vs. Budget 2020

ESTIMATED BUILDOUT (B)

Prior Buildout Estimate

$ Change % Change

	SARASOTA SECTOR OPERATIONS AND MAINTENANCE BUDGET DETAIL												

SRQ	Area identified as Sarasota County lands within the District
MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS ᵃ												
60101	Deer Drive from U.Pkwy. to LWR Blvd.	160,000	77,553	145,230	(14,771)	160,000	-	0%	160,000	160,000	-	0%	
60102	Lorraine Road from U.Pkwy. to Southern Boundary	172,000	84,254	168,508	(3,493)	172,000	-	0%	172,000	172,000	-	0%	
60103	LWR Blvd. from Communications Pkwy. to Southern Boundary	120,000	49,385	108,648	(11,353)	120,000	-	0%	120,000	120,000	-	0%	
60104	Lorraine Road; South Boundary to Fruitville Road	41,200	28,096	48,658	7,458	41,200	-	0%	41,200	41,200	-	0%	
60105	Grand Living Roadways	-	-	16,000	16,000	16,000	16,000		16,000	-	16,000	100%	
	Blue Lake Road	-	-	-	-	-	-		80,000	-	80,000	100%	
60106	Future Roads	200,000	-		(200,000)	200,000	-		100,000	350,000	(250,000)		

SRQ	Subtotal Landscape Maintenance Contracts
NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	693,200	239,288	487,042	(206,158)	709,200	16,000	2%	689,200	843,200	(154,000)	-22%	
60200	Irrigation Repairs	20,000	2,642	20,000	-	40,000	20,000	100%	40,000	26,000	14,000	35%	
60210	Plant replacement	30,000	60,507	62,000	32,000	80,000	50,000	167%	80,000	40,000	40,000	50%	
60215	Mulching	60,000	48,247	50,000	(10,000)	60,000	-	0%	80,000	80,000	-	0%	
60230	Tree Trimming	40,000	5,475	12,000	(28,000)	40,000	-	0%	60,000	80,000	(20,000)	-33%	
60231	Other Landscape Maintenance; Non-Contracted, Contingency	10,000	19,153	20,000	10,000	80,000	70,000	700%	100,000	12,000	88,000	88%	

SRQ	Subtotal Non-Contracted Landscaping
IRRIGATION FOR MASTER LANDSCAPING	160,000	136,024	164,000	4,000	300,000	140,000	88%	360,000	238,000	122,000	34%	
60250	Monthly Meter Charge	8,868	4,396	8,868	-	8,868	-	0%	8,868	8,868	-	0%	
60255	Utilization	200,000	48,775	120,000	(80,000)	200,000	-	0%	300,000	300,000	-	0%	

SRQ	Subtotal Irrigation
ENVIRONMENTAL	208,868	53,171	128,868	(80,000)	208,868	-	0%	308,868	308,868	-	0%	
60300	Lake maintenance for the lakes outside communities	12,000	2,075	4,200	(7,800)	12,000	-	0%	20,000	20,000	-	0%	
60310	General consulting	-	-	-	-	-	-		-	-	-		
60320	Water quality monitoring	-	-	-	-	-	-		-	-	-		
60330	Mitigation monitoring and maintenance	-	-	-	-	-	-		-	-	-		
60340	Littoral Shelf Plantings	2,200	-	2,200	-	-	(2,200)		-	2,200	(2,200)		
60350	Conservation Areas Exotic Species Removal	16,000	5,485	12,000	(4,000)	40,000	24,000	150%	100,000	75,000	25,000	25%	

SRQ	Subtotal Environmental
UTILITIES (Estimated via historical usage and projected additional area)	30,200	7,560	18,400	(11,800)	52,000	21,800	72%	120,000	97,200	22,800	19%	
60400	FLORIDA POWER & LIGHT	28,000	17,613	27,500	(500)	28,000	-	0%	12,000	34,000	(22,000)	-183%	
60420	Manatee County	-	-	-	-	-	-		2,000	2,000	-	0%	

SRQ	Subtotal Utilities
OTHER MAINTENANCE:	28,000	17,613	27,500	(500)	28,000	-	0%	14,000	36,000	(22,000)	-157%	
60600	Roads and sidewalks	-	-	-	-	-	-		-	-	-		
60610	Stormwater System & Drainage	12,000	-	8,000	(4,000)	20,000	8,000	67%	42,000	26,000	16,000	38%	
60611	Storm Damage and Clean Up		-	-	-		-		-	-	-		
60620	Sanitary Sewer	2,000	-	-	(2,000)	2,000	-		6,000	6,000	-	0%	
60630	Street Light Repair	-	-	-	-	-	-		-	-	-		
60640	Hardscapes	10,000	11,592	16,000	6,000	30,000	20,000	200%	40,000	20,000	20,000	50%	
60650	Miscellaneous Maintenance	2,000	-	2,000	-	2,000	-	0%	2,000	2,742	(742)	-37%	
60645	Signs	-	-				-						
	Subtotal	26,000	11,592	26,000	-	54,000	28,000	108%	90,000	54,742	35,258	39%	
	TOTAL SARASOTA SECTOR	1,146,268	465,248	851,810	(294,458)	1,352,068	205,800	18%	1,582,068	1,578,010	4,058	0%	

updated on 5/29/2020 4:03 PM	Lakewood Ranch Stewardship District
Operations and Maintenance Budget Detail

Acct#

EXPENSES

DISTRICT OPERATIONS AND MANAGEMENT APPORTIONED BY EDU's
A. PERSONNEL

Budget FY2020

YTD 3/31/2020

Forecast 9/30/2020

Variance vs. Budget

PRELIMINARY
Budget FY2021

PRELIM FY2021

Budget vs. Budget 2020

ESTIMATED BUILDOUT (B)

Prior Buildout Estimate

$ Change % Change

60724	Operations and Maintenance Management Fee - LWRD Personnel	300,000	150,000	300,000	-	300,000	-	0%	500,250	500,250	-	0%	

B.	Subtotal
OPERATIONS	300,000	150,000	300,000	-	300,000	-	0%	500,250	500,250	-	0%	
60725	Uniforms	2,000	605	1,000	(1,000)	2,000	-		5,000	5,000	-	0%	
60730	Job Materials	6,000	722	6,000	-	6,000	-	0%	20,000	20,000	-	0%	
60735	Phone/Radio	-	-	-	-	-	-		12,000	12,000	-	0%	
60740	Office Supplies	-	-	-	-	-	-		5,000	5,000	-	0%	
60745	Fuel & Oil	12,400	97	12,400	-	12,400	-	0%	50,000	50,000	-	0%	
60750	Equipment	-	591	600	600	-	-		10,000	10,000	-	0%	
60755	Tools/Machinery	500	353	500	-	500	-	0%	10,000	10,000	-	0%	
60760	Supplies	500	-	500	-	500	-	0%	10,000	10,000	-	0%	
60765	Employment Advertising	-	-	-	-	-	-		2,000	2,000	-	0%	
60770	Miscellaneous Maintenance	2,000	1,720	3,400	1,400	2,000	-	0%	24,000	24,000	-	0%	
	Maintenance Facility Rent	-	-	-	-	-	-		24,000	24,000	-	0%	
	Vehicle R&M	1,200	-	1,200	-	1,200	-	0%	10,000	10,000	-	0%	
	Vehicle Leases	7,800	-	7,800	-	7,800	-	0%	36,000	36,000	-	0%	
	Waste Management	3,000	13	1,000	(2,000)	3,000	-	0%	5,000	5,000	-	0%	
	Centralized Irrigation System	-	-	-	-	-	-		2,000	2,000	-	0%	
	Subtotal	35,400	4,102	34,400	(1,000)	35,400	-	0%	225,000	225,000	-	0%	
C.	COMMUNITY SERVICES PARKS & AMENITIES ADMIN. FEE	96,240	-	96,240	-	$178,575	-	0%	317,088	317,088	-	0%	
	Total Operations and Management
PARKS; APPORTIONED BY EDU'S	431,640	154,102	430,640	(1,000)	513,975	-	0%	1,042,338	1,042,338	-	0%	
60791	Bob Gardner Park	276,000	141,669	280,000	4,000	280,000	4,000	1%	280,000	264,000	16,000	6%	
60792	James L Patton Park	60,000	53,088	102,000	42,000	112,000	52,000	87%	112,000	60,000	52,000	46%	
60793	Roger Hill Park	12,000	-	12,000	-	20,000	8,000	67%	20,000	60,000	(40,000)	-200%	
NEW	Waterside Place Park	-	-	-	-	-	-		350,000	350,000	-	0%	
	Total Parks	348,000	194,756	394,000	46,000	412,000	64,000	18%	762,000	734,000	28,000	4%	
	
TOTAL MAINTENANCE	
6,763,545	
2,809,208	
5,383,615	
(1,320,815)	
7,055,926	
210,046	
3%	
8,589,847	
8,534,235	
55,611	
1%	
	ADMINISTRATIVE												
70000	Insurance	8,000	7,500	7,500	(500)	8,000	-	0%	20,000	20,000	-	0%	
70010	Meeting Advertising	15,000	3,491	15,000	-	15,000	-	0%	20,000	20,000	-	0%	
70030	Engineering	70,000	48,791	70,000	-	80,000	10,000	14%	80,000	75,000	5,000	6%	
70040	Bond Agent Fees	30,000	16,547	23,000	(7,000)	23,000	(7,000)	-23%	75,000	75,000	-	0%	
70050	Legal Fees	100,000	24,043	90,000	(10,000)	100,000	-	0%	125,000	125,000	-	0%	
70060	Accounting	32,000	15,585	32,000	-	115,000	83,000	259%	125,000	75,000	50,000	40%	
70065	Lien Book and Tax Roll	150,000	57,250	200,000	50,000	253,500	103,500	69%	350,000	150,000	200,000	57%	
70070	Annual Audit	17,000	15,000	15,000	(2,000)	20,000	3,000	18%	50,000	50,000	-	0%	
70080	Trustee	100,000	53,500	100,000	-	118,250	18,250	18%	150,000	150,000	-	0%	
70090	Manager	108,000	58,131	108,000	-	105,000	(3,000)	-3%	150,000	150,000	-	0%	
70100	Travel and Per Diem	-	-	-	-	-	-		-	-	-		
70110	Telephone	-	-	-	-	-	-		-	-	-		
70120	Postage	1,500	1,649	2,400	900	1,500	-	0%	2,657	2,657	-	0%	
70150	Office Supplies	1,500	323	500	(1,000)	1,500	-	0%	1,500	1,500	-	0%	
70160	Other Current Charges	3,810	455	1,000	(2,810)	3,810	-	0%	10,629	10,629	-	0%	
70170	Dues, Licenses, Subscriptions	22,000	-	175	(21,825)	22,000	-	0%	22,000	22,000	-	0%	
70180	Capital Outlay	-	-	-	-	-	-		-	-	-		
70190	Meeting Room Rent	-	-	-	-	-	-		-	-	-		
70200	Outside Services; County Administrative Fee	-	-	-	-	-	-		-	-	-		
	TOTAL ADMINISTRATIVE	658,810	302,265	664,575	5,765	866,560	207,750	32%	1,181,786	926,786	255,000	22%	
	RESERVES	152,578	-	152,578	(0)	152,578	-		276,375	276,375	-	0%	
	EXPENSES GRAND TOTAL	7,574,933	3,111,473	6,200,768	(1,315,050)	8,075,064	417,796	6%	10,048,008	9,737,396	310,611	3%	

updated on 5/29/2020 4:03 PM	Lakewood Ranch Stewardship District
Operations and Maintenance Budget Detail

EXPENSES

Budget FY2020

YTD 3/31/2020

Forecast Variance vs. PRELIMINARY

9/30/2020	Budget

Budget FY2021

PRELIM FY2021	ESTIMATED
Budget vs. Budget	BUILDOUT

2020

(B)

Prior
Buildout	$ Change % Change
Estimate

(A) INCLUDES LOTS NOT PLATTED AT BEGINNING OF YEAR AND SOLD TO A THIRD PARTY DURING YEAR.

ᵃLandscape contracts are inclusive of turf maint., shrub & ornamental tree maint., bed maint., and irrigation system programming and inspection. Contracts are not inclusive of palm and canopy  tree pruning, mulch, annuals or irrigation repairs.

ADOPTED AND APPROVED BY RESOLUTION 2019-36 OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT BOARD OF SUPERVISORS WHILE IN REGULAR SESSION WITH A QUORUM PRESENT AND VOTING ON

ᵇBuildout assessments budget includes a cushion to account for county administration and collection fees equating to 3% and up to 4% for discounts aloud.

BY:

Acct#

REVENUES - % FROM PLATTED LOTS								100%	100%		0%	
ASSESSMENTS FROM PLATTED LOTSᵇ	4,326,130	2,881,453	4,326,130	-	4,789,638	463,508	11%	10,048,008	9,737,396	310,611	3%	
ASSESSMENTS FROM UNPLATTED	186,747	150,738	186,747	-	223,441	36,694	20%			-		
LANDOWNER CONTRIBUTIONS (A)	3,061,056	470,000	1,686,891	(1,374,165)	3,060,985	(71)	0%			-		
INTEREST INCOME	-	-	-	-	-	-				-		
OTHER INCOME (PARK RENTAL FEES)	1,000	-	1,000	-	1,000	-	0%			-		
TOTAL	7,574,933	3,502,191	6,200,768	(1,374,165)	8,075,064	500,131	7%	10,048,008	9,737,396	310,611	3%	
						TOTAL CHANGE VS. PRIOR YEAR	310,611		
OPERATING SURPLUS (DEFICIT)	0	390,718	0	-59,115	0	82,335	0	0	-	

BUILDOUT AMOUNTS ARE IN CURRENT YEAR $. FINAL BUILDOUT AMOUNTS MAY BE SIGNIFICANTLY DIFFERENT DUE TO ECONOMIC FACTORS AND PLAN CHANGES

CHAIRMAN/VICE-CHAIRMAN

LAKEWOOD RANCH STEWARDSHIP DISTRICT

FOR OCTOBER 1, 2020 TO SEPTEMBER 30, 2021 DISTRICT OPERATION & MAINTENANCE BUDGET BUDGET SUMMARY SCHEDULE SHOWING COST PER UNIT & ASSESSMENT PER UNIT

SOURCES OF FUNDS

2020 ESTIMATE  PRELIMINARY	UNITS
BUDGET 2021

AVG. PER UNIT

ESTIMATED BUILDOUT BUDGET

UNITS

AVG. PER UNIT

PRIO R  YEAR

CHANGE VS. PRIOR YEAR

ASSESSMENTS - PLATTED PARCELS		$4,326,130	$4,789,638	12,298	$389	$10,048,008	26,668	$377	$380	($3) SE
NW NE SRQ

ASSESSMENTS  - UNPLATTED LAND	$186,747	$223,441	$0
SE NW NE SRQ

LANDOWNER CONTRIBUTIONS - SMR	$1,686,891	$3,060,985	$0
SE NW NE SRQ
PARK RENTAL FEES	$1,000	$1,000
TOTAL SOURCES		$6,200,768	$8,075,064	12,298	$389	$10,048,008	26,668	$377	$380	($3) SE
NW NE SRQ

USES OF FUNDS			Variance	Variance Notes:		
SOUTHEAST SECTOR	$1,279,027	$1,594,658	$315,631	additional landscaping & irrigation consumption	1,667,158	3,980	$419	$424	($5)	
NORTHWEST SECTOR	$1,822,810	$1,728,084	-$94,727	additional landscaping, irrigation consumption & conservation area maint.	1,864,084	8,667	$215	$220	($5)	
NORTHEAST SECTOR	$605,328	$1,455,142	$849,814	additional landscaping, irrigation consumption & conservation area maint.	1,672,199	10,446	$160	$165	($5)	
SARASOTA SECTOR	$851,810	$1,352,068	$500,258	additional landscaping, irrigation consumption & conservation area maint.	1,582,068	3,575	$443	$447	($5)	
OPERATIONS & MANAGEMENT	$334,400	$335,400	$1,000		725,250	26,668	$27	$28	($1)	
COMM. SERV. MGMT. FEE	$96,240	$178,575	$82,335		317,088	26,668	$12	$12	($0)	
PARKS	$394,000	$412,000	$18,000		762,000	26,668	$29	$29	($0)	
GENERAL RESERVES	$152,578	$152,578	$0	parks	276,375	26,668	$10	$11	($0)	
ADMINISTRATIVE	$664,575	$866,560	$201,985		1,181,786	26,668	$44	$36	$8	
TOTAL USES	$6,200,768	$8,075,064	$1,874,296		$ 10,048,008	26,668	$377	$380	($3)	

NET ASSESSMENT PER UNIT BY SECTOR:	AVG. PER UNIT PRIOR YEAR

AVG. PER UNIT

PRIO R

Variance	7% GROSS UP: 7% GROSS UP:

NET ADDITION TO FUND BALANCE	$0	$0	SOUTHEAST SECTOR TOTAL	$541	$540	$1	0%	$579	$578	
			NORTHWEST SECTOR TOTAL	$337	$336	$1	0%	$361	$360	
USES CHANGE VS PRIOR YEAR		$1,874,296	NORTHEAST SECTOR TOTAL	$282	$281	$1	0%	$302	$301	
PERCENTAGE CHANGE		30%	SARASOTA SECTOR TOTAL	$565	$564	$1	0%	$604	$603	

Current year per unit assessments are the projected amount of the per unit annual assessments at buildout. The per unit annual assessment at buildout is based on estimated EDU's at buildout and acres within the District. Please see detail schedules on both and please note the following:
BUILDOUT AMOUNTS ARE ESTIMATES BASED ON INFORMATION AT THE TIME OF THIS SCHEDULE USING NEW BUDGET YEAR $.
ACTUAL BUILDOUT AMOUNTS MAY BE SIGNIFICANTLY DIFFERENT FROM THE AMOUNTS SHOWN ABOVE DUE TO CHANGES IN LAND PLANS, EDU's, INFLATION
Community Services Admin. Fee is calculated at $15 per residential unit for 2019-2020 and $12 per residential unit at build-out.

LAKEWOOD RANCH STEWARDSHIP DISTRICT
ESTIMATED EDU's BY COMMUNITY AND ALLOCATION OF OPERATIONS & MAINTENANCE BUDGET - BASED ON PROJECTIONS AS OF MAY 2020 FOR OCTOBER 2020 TO SEPTEMBER 2021 DISTRICT OPERATIONS & MAINTENANCE BUDGET
ESTIMATED EDU'S	Revenue based on # of EDU

PROJECTED BUILDOUT EDU'S

PLATTED AS OF MAY 2020

W/IN

ASSESSMENTS

AS OF MAY 2020

% OF

BUDGET YEAR EDU'S

% OF	SECTOR	PER REVENUE PRIOR

Billable
Acres	
SE SECTOR	RES UNITS	RES EDU	COMM EDU	TOTAL	TOTAL RES	UNITS	RES EDU	COMM	TOTAL	TOTAL	%'S		EDU	TOTAL	YEAR	
	LAKE CLUB - SF - Phase 1 & 2	328	328		328	1.23%	328	328		328	2.67%		11%		177,518	177,217	
	LAKE CLUB - SF - Phase 3 (Stock)	68	68		68	0.25%	68	68		68	0.55%		2%		36,803	36,740	
450	LAKE CLUB - SF - Phase 4 - Stock Development - Genoa	312	312		312	1.17%	104	104		104	0.85%		3%		56,286	56,191	
	CC EAST - SF	1,260	1,260		1,260	4.72%	1,260	1,260		1,260	10.25%		42%		681,930	680,774	
	CC EAST - MF - "Clubside"	92	46		46	0.17%	92	46		46	0.37%		2%		24,896	24,854	
	CCE EAST GOLF COURSE			18	18	0.07%			18	18	0.15%		1%		9,742	9,725	
643	DEL WEBB - Pulte Homes	1,221	1,221		1,221	4.58%	990	990		990	8.05%		33%		535,802	461,954	
339	Toll Brothers	450	450		450	1.69%	151	151		151	1.23%		5%		81,723	81,585	
69.65	Trinity Enterprise Holdings, Inc - ID 588602309 - 69.65 acres			40	40	0.15%				0	0.00%		0%		0	0	
	Schroeder Manatee Ranch - ID 588605159 - Corp HQ Building			12.96	12.96	0.05%			12	12	0.10%		0%		6,495	6,484	
	NE Corner of Lorraine & Upkwy:															0	
	North American Properties - ID 588601559 - 60,320 sq ft			24.1	24.1	0.09%			24.13	24	0.20%		1%		13,058	13,036	
	North American Properties - ID 588601459 - 16,950 sq ft			6.8	6.8	0.03%			6.78	7	0.06%		0%		3,669	3,663	
	PROFESSIONAL RESOURCE DEV. - ID 588600979 - 4,000 sq ft			1.6	1.6	0.01%			1.60	2	0.01%		0%		866	864	
1.32	North American Properties - ID 588601509 - vacant 1.32 acres			1.6	1.6	0.01%			.00	0	0.00%		0%		0	0	
	REMAINING EAST LAND - (East of Bourn.)	150	150	20	170	0.64%				0	0.00%		0%		0	0	
	Triangle Parcel - SW corner of Masters & Bournside			20	20	0.07%				0	0.00%		0%		0	0	
	SUBTOTAL	3,881	3,835	145	3,980	14.92%	2,993	2,947	63	3,010	24.47%	100%	$541 $1,628,789 $1,553,088	

VAR

$75,701

Acres	
NW SECTOR															5%	
	CENTRAL PARK	826	826		826	3.10%	826	826		826	6.72%	15%		278,710	277,830		
14.13	CENTRAL PARK Commercial - ID #579600959 - 14.13 acres			40	40	0.15%				0	0.00%	0%		0	0		
1.77	CENTRAL PARK Commercial - ID #579600979 - 1.77 acres			10	10	0.04%				0	0.00%	0%		0	0		
3.25	CENTRAL PARK Commercial - ID #579625759 - 3.25 acres			10	10	0.04%				0	0.00%	0%		0	0		
	Lakewood Center South / NW Sector:																
	ESPLANADE - SF	1024	1024		1,024	3.84%	1,024	1,024		1,024	8.33%	18%		345,519	344,429		
	ESPLANADE- MF (Townhomes)	176	88		88	0.33%	176	88		88	0.72%	2%		29,693	29,599		
	BRIDGEWATER - Lennar Homes	275	275		275	1.03%	275	275		275	2.24%	5%		92,791	92,498		
	HARMONY - SF	142	142		142	0.53%	142	142		142	1.15%	3%		47,914	47,763		
	HARMONY - MF (Townhomes)	535	268		268	1.00%	535	268		268	2.18%	5%		90,260	89,975		
	LOST CREEK APARTMENTS	272	136		136	0.51%	272	136		136	1.11%	2%		45,889	45,744		
	CREEKSIDE APARTMENTS	256	128		128	0.48%	256	128		128	1.04%	2%		43,190	43,054		
	LUX APARTMENTS - Davis Devlopment-Parcel J	237	119		119	0.44%	237	119		119	0.96%	2%		39,984	39,858		
	Palisades (DR Horton)	150	150		150	0.56%	150	150		150	1.22%	3%		50,613	50,453		
															0		
	Parcel "F" - Rangeland and LWRB			8	8	0.03%		0		0	0.00%	0%		0	0		
	Parcel "K" - White Eagle & SR 70			4	4	0.01%		0		0	0.00%	0%		0	0		
	Parcels Q&F - Future BB Living Site	190	190			0.00%		0		0	0.00%	0%		0	1		
	Other Commercial Sites - Parcels L to O			16	16	0.06%		0		0	0.00%	0%		0	0		
	Parcel "F" - off of 44th	76	76		76	0.28%		0		0	0.00%	0%		0	0		
	Parcel "H" - Rangeland & Lorraine			10	10	0.04%		0		0	0.00%	0%		0	0		
															0		
	CORE (within LWCS):														0		
	The Green @ LWR - Lot 1 - ID #583207059 - 44,330 sq ft			17.73	17.73	0.07%			17.73	17.73	0.14%	0%		5,983	0		
0.78	The Green @ LWR - Lot 2 - ID #583207109			2.00	2.00				0.00	0.00	0.00%	0%		0	0		
	The Green @ LWR - Lot 3 - ID #583207159 - 7,125 sq ft			2.85	2.85				2.85	2.85	0.02%	0%		962	959		
0.71	The Green @ LWR - Lot 4 - ID #583207209			2.00	2.00				0.00	0.00	0.00%	0%		0	0		
	The Green @ LWR - Lot 5 - ID #583207259 - 4,114 sq ft			1.65	1.65				1.65	1.65	0.01%	0%		555	554		
1.433	The Green @ LWR - Lot 6 - ID #583207329			3.00	3.00				0.00	0.00	0.00%	0%		0	0		
	The Green @ LWR - Lot 7 - ID #583207359			2.81	2.81				2.81	2.81	0.02%	0%		947	0		
	The Green - Lots 8 & 9 are Parking Lots - 583208159 & 583208109														0		
	The Green @ LWR - Lot 10 - ID #583207509			2.95	2.95				2.95	2.95	0.02%	0%		994	5,964		
	The Green @ LWR - Lot 11 - ID #583207559 - 25,170 sq ft			10.07	10.07				10.07	10.07	0.08%	0%		3,397	3,236		
	The Green @ LWR - Lot 12 - ID #583207609 - 33,971 sq ft			13.59	13.59				13.59	13.59	0.11%	0%		4,585	4,571		
	Tavistock (Apartments) - ID #583207459	300	150		150	0.56%	300	150		150.00	1.22%	3%		50,613	42,045		
	Bridgehouse Holdings - ID# 583202609 - 55,010 sq ft			22.00	22.00	0.08%			22.00	22.00	0.18%	0%		7,425	7,401		
	LWR MOB (Optimal Outcomes) - ID #583204509 - 47,803 sq ft			19.12	19.12	0.07%			19.12	19.12	0.16%	0%		6,452	6,727		
	Info Center - ID#583207409			1.27	1.27	0.00%			1.27	1.27	0.01%	0%		429			
	CORE remaining 187 acres			800	800	3.00%				0	0.00%	0%		0	0		
	Lakewood Center North 1 - "Commercial Units":																
	SHI II SLD Lakewood Ranch - Unit 1 - ID #583206059 - 108,841 sq ft			43.54	43.54	0.16%		0	43.54	43.54	0.35%	1%		14,690	14,644		
	Parcel G - 583206809			10.00	10.00	0.04%		0	0.00	0.00	0.00%	0%		0	0		
	Parcel G - 583206759			10.00	10.00	0.04%		0	0.00	0.00	0.00%	0%		0	0		
1.68	Primrose Daycare - PS at LWR North LLC - ID 583206709			2.00	2.00	0.01%		0	0.00	0.00	0.00%	0%		0	0		
	Rangeland MOB 11 - Units 6 & 7 - ID # 583206179 - 23,958 Sq ft			9.58	9.58	0.04%		0	9.58	9.58	0.08%	0%		3,234	3,223		
1.34	JADRO LLC - Unit 8 - ID #583206259			20.00	20.00	0.07%		0	0.00	0.00	0.00%	0%		0	0		
	SCATA Realestate - Unit 9 - ID#583206309 - 22,382 sq ft			8.95	8.95	0.03%		0	8.95	8.95	0.07%	0%		3,021	3,011		
	Rangeland MOB - Unit 10 - ID#583206359 - 24,588 sq ft			9.84	9.84	0.04%		0	9.84	9.84	0.08%	0%		3,319	3,308		
	Lakewood Center North:																
	ARBOR GRANDE - Standard Pacific - SF	183	183		183	0.69%	183	183		183	1.49%	3%		61,748	61,553		
	ARBOR GRANDE - Standard Pacific - MF	122	61		61	0.23%	122	61		61	0.50%	1%		20,583	20,518		
	MALLORY PARK - Divosta Homes - SF	328	328		328	1.23%	328	328		328	2.67%	6%		110,674	103,261		
	MALLORY PARK - Divosta Homes - MF	108	54		54	0.20%	108	54		54	0.44%	1%		18,221	4,036		
	ECHO LAKE APARTMENTS - Home by Towne	360	180		180	0.67%	360	180		180	1.46%	3%		60,736	60,544		
	INDIGO - Neal Homes	590	590		590	2.21%	590	590		590	4.80%	11%		199,079	198,450		
304	SAVANNAH - Meritage Homes	475	475		475	1.78%	361	361		361	2.94%	6%		121,809	121,425		
74.4	Woodleaf Hammock - Homes by Towne - SF	103	103		103	0.39%	91	91		91	0.74%	2%		30,705	30,608		
	Woodleaf Hammock - Homes by Towne - MF	150	75		75	0.28%	78	39		39	0.32%	1%		13,159	13,118		
27.17	Estia Apartments - ID 567811159	230	115		115	0.43%	0	0		0	0.00%	0%		0	0		
	Future Parcel - NW corner of Lorraine & 44th - 65 acres - Future Ryan Ho	280	280		280	1.05%				0	0.00%	0%		0	0		
	Parcel "U" - 63.5 Acres - Future HBT Rentals	500	250		250	0.94%				0	0.00%	0%		0	0		
	NW Corner of 44th & White Eagle - Apartments	240	120		120	0.45%				0	0.00%	0%		0	0		
22.15	CNL 117th Street East - SE Corner of SR64 & 117th - ID 579989459			66	66	0.25%				0	0.00%	0%		0	0		
	Parcel GG, HH, II, JJ, KK, LL - 252,500 Sq Ft - includes future publix			101	101	0.38%				0	0.00%	0%		0	0		
	Parcel GG, HH, II, JJ, KK, LL - Apartments on White Eagle (Picerne)	250	125		125	0.47%				0	0.00%	0%		0	0		

Page 10

	Buisiness Park & Commerce Park:
Harrod Properties		
	Building 1 - ID #567813009 - 60,810 sq ft	24	24	0.09%	24	24	0.20%	0%	8,207	8,182	
	Building 2 - ID #567810859 - 60,810 sq ft	24	24	0.09%	24	24	0.20%	0%	8,207	8,182	
	Building 3 - ID #567813159 - 60,810 sq ft	24	24	0.09%	24	24	0.20%	0%	8,207	8,182	
	Building 4 - ID #567813209 - 60,810 sq ft	24	24	0.09%	24	24	0.20%	0%	8,207	8,182	
	Building 5 - ID #567813059 - 100,270 sq ft	40	40	0.15%	40	40	0.33%	1%	13,533	13,491	
	Building 6 - ID #567810909 - 100,270 sq ft	40	40	0.15%	40	40	0.33%	1%	13,533	13,491	
	Building 7 - ID #567814009 - 60,810 sq ft	24	24	0.09%	24	24	0.20%	0%	8,207	0	
	Business Park										
	Condev Self Storage - ID #579102909 - 6 buildings = total 89,450 sq ft	35.78	35.78	0.13%	35.78	35.78	0.29%	1%	12,073	12,035	
1.32	Ungabungawunga - ID #579102409	4.00	4.00	0.01%	0.00	0.00	0.00%	0%	0	0	
1.2	Sarasota Italian Properties - ID#579102609	4.00	4.00	0.01%	0.00	0.00	0.00%	0%	0	0	
1.4	Sorrentino - ID# 579102709	4.00	4.00	0.01%	0.00	0.00	0.00%	0%	0	0	
2.11	IPOOP Palace - ID#579101209	4.00	4.00	0.01%	0.00	0.00	0.00%	0%	0	0	
2.05	Osbornhansen, LLC - ID#579101359	4.00	4.00	0.01%	0.00	0.00	0.00%	0%	0	0	
	KW Realty - ID#579101259 - 2 buildings = 22,067 sq ft	8.83	8.83	0.03%	8.83	8.83	0.07%	0%	2,978	0	
	FUTURE Parcels	800	800	3.00%	0	0	0.00%	0%	0	0	
										0	
SUBTOTAL	8,378	6,510	2,347	8,667	32.50%	6,414	5,192	412	5,604	45.57%	100%	$337 $1,891,040 $1,842,102 $48,938	
																3%	
Acres	NE SECTOR
LAKEWOOD NATIONAL - Lennar Homes	
1,576	
1,576		
1,576	
5.91%	
1,576	
1,576		
1,576	
12.82%	
55%		
445,088	
443,175		
	POLO RUN - Lennar Homes	423	423		423	1.59%	423	423		423	3.44%	15%		119,462	59,615		
992	Azario - Taylor Morrison	1,700	1,700		1,700	6.37%	87	87		87	0.71%	3%		24,570	0		
250	CRESSWIND - Kolter	650	650		650	2.44%	165	165		165	1.34%	6%		46,599	0		
278	SOLERA - DR Horton	675	675		675	2.53%	198	198		198	1.61%	7%		55,918	0		
544.6	Lorraine Lakes - Lennar Homes	1,400	1,400		1,400	5.25%	378	378		378	3.07%	13%		106,753	0		
230.76	Pulte NE Sector Parcel	460	460		460	1.72%				0	0.00%	0%		0	0		
	FUTURE RESIDENTIAL	2,375	2,375		2,375	8.91%				0	0.00%	0%		0	0		
	FUTURE Apartments	1,000	500		500	1.87%				0	0.00%	0%		0	0		
	FUTURE COMMERCIAL			400	400	1.50%				0	0.00%	0%		0	0		
															0		
	Lorraine & SR70 - NE Corner:														0		
16.94	Publix + 3 outparcels - ID# 582200609			100	100	0.37%				0	0.00%	0%		0	0		
11	Oasis Apartments - ID#58202859	254	127		127	0.48%				0	0.00%	0%		0	0		
	Big Jim Self Storage - ID #582202059 - 91,597 sq ft to date -			36.64	36.64	0.14%			36.64	36.64	0.30%	1%		10,347	19,460		
	Bayside Pet Resort - ID #582202109 - 15,456 sq ft			6.18	6.18	0.02%			6.18	6.18	0.05%	0%		1,746	1,739		
1.17	JK Investment - ID #582202169			4.00	4.00	0.01%				.00	0.00%	0%		0	0		
1.37	Cave Luther - ID#582202189			4.00	4.00	0.01%				.00	0.00%	0%		0			
0.865	TB SR70 LLC - ID #582202219			4.00	4.00	0.01%				.00	0.00%	0%		0	0		
	NHRCT, LLC - ID #582202239 - 3224 sq ft			1.29	1.29	0.00%			1.29	1.29	0.01%	0%		364	0		
3.27	Lorraine NE Corners - Lot 5 - ID #582202259			4.00	4.00	0.01%				.00	0.00%	0%		0	0		
	SUBTOTAL	10,513	9,886	560	10,446	39.17%	2,827	2,827	44	2,871	23.35%	2%	$282	$810,849	$523,988	$286,861	
																35%	
Acres	SARASOTA
FUTURE SINGLE FAMILY	
1,021	
1,021		
1,021	
3.83%				
0	
0.00%	
0%		
0	
0		
	FUTURE MULTI FAMILY	2,767	1,384		1,384	5.19%				0	0.00%	0%		0	0		
	SHOREVIEW - Pulte - All SF	246	246		246	0.92%	246	246		246	2.00%	30%		138,959	138,657		
	LAKEHOUSE COVE - Homes by Towne - SF	331	331		331	1.24%	331	331		331	2.69%	41%		186,973	186,567		
	DD LR, LLC (Davis Apts) - ID #0191010003	299	150		150	0.56%	150	150		150	1.22%	18%		84,449	81,729		
27.55	Waterside Place, LLC - ID#0195010002			48	48	0.18%	0			0	0.00%	0%		0			
8.58	DD Waterside, LLC (Davis Apts) - ID #0193010004	208	104		104	0.39%				0	0.00%	0%		0	0		
5.09	DD Waterside, LLC (Davis Apts) - ID #0193010005	100	50		50	0.19%				0	0.00%	0%		0	0		
	Sarasota Property Owner LLC (Ryan AL) -ID# 0183030001	172	86		86	0.32%	86	86		86	0.70%	11%		48,579	0		
	FUTURE COMMERCIAL			156	156	0.58%				0	0.00%	0%		0	0		
	SUBTOTAL	5,144	3,371	204	3,575	13.41%	813	813		813	6.61%	100%	$565	$458,960	$406,954	$52,007	
																11%	

ALL TOTAL		
27,916	
23,602	
3,256	
26,668	
100%	
13,047	
11,779	
519	
12,298	
100%	
$4,789,638 $4,326,131	
$463,507	
	Prior Year:	26,798	23,096	3,455	26,551	Prior Year:		8,375	331	8,706				

Operation & Maintenance Annual Assessments Are Charged Per Platted EDU As Follows:	Note that annual assessments shown on schedule are for 1 EDU Single Family Home = 1 EDU		Commercial EDU'S	2,500	SQ FT. = 1 EDU
Multi Family Home is 1/2 of EDU	The Square Feet Is Either GDP = General Development Plan - total square fee in Plan - Or Best Estimate The Budget Assessment Per EDU amount shown above is grossed up by 7% when placed on the Manatee County Real Estate Taxes Invoice.
The gross up is 4% discount for early payment, Property Appraiser fee of 1.5% & Tax Collector fee of 1.5%
Per a separate calculation, landowners are charged and direct billed an assessment on a per acre basis for land that they own that has not been platted. Please see schedule of acres for this assessment calcuation

Page 10

ESTIMATED ACRES BY PARCEL

BUILDOUT ACRES
RES	COMM	TOTAL

% OF TOTAL

BUILDOUT BUDGET

PER ACRE ASSESSMENT AMOUNT

SE SECTOR -Manatee County
LAKE CLUB
EAST OF LAKE CLUB CC EAST
CCE GOLF COURSE EAST PULTE AGE REST REMAINING EAST LAND
Diocese of Sarasota UNIV CORNERS/SMR

728
909
1,164
350
604
157

83
30

728
909
1,164
350
604
157
83
30

SUBTOTAL
NW SECTOR
CENTRAL PARK CENTRAL PARK COMM

3,912

113

4,025

3.41%
4.26%
5.46%
1.64%
2.83%
0.74%
0.39%
0.14%
0.00%
18.87%

1,667,158

301,538
376,508
482,130
144,970
250,177
65,030
34,379
12,426
0
414

355

18

355
18

1.66%
0.08%

206,531
10,408

Lakewood Center South / NW Sector:
ESPLANADE ESPLANADE - GOLF
BRIDGEWATER - Lennar Homes HARMONY - Mattamy
LOST CREEK APARTMENTS CREEKSIDE APARTMENTS
LUX APARTMENTS - Davis Devlopment-Parcel J NW Sector Parcel "I"
NW Sector Parcel "F" Lakewood Center Parcel "I" Lakewood Center Parcel "J" Other Multi Family - Hotel - I&J
Other Commercial Sites - Parcels L to Q Other MF Units - Parcel R

195
400
278
245
24
17
24
54
14
90
149
4
35
44

195
400
278
245
24
17
24
54
14
90
149
4
35
44

0.91%
1.88%
1.30%
1.15%
0.11%
0.08%
0.11%
0.25%
0.07%
0.42%
0.70%
0.02%
0.17%
0.21%

113,574
232,973
161,916
142,696
13,856
9,727
13,978
31,451
8,387
52,419
86,783
2,097
20,618
25,511

Lakewood Center North 1 - "Commercial Units": SENIOR LYFESTYLES - LWCN Lot 1
LWCN Lot 5
MOB II - LWCN Lot 6 & 7 LWCN Lot 8
TIDEWELL - LWCN Lot 9
INTERCOASTAL MEDICAL GROUP - LWCN Lot 10

7
4
3
1
2
3

7
4
3
1
2
3

0.03%
0.02%
0.01%
0.01%
0.01%
0.01%

3,786
2,551
1,578
780
1,450
1,707

Lakewood Center North:
ARBOR GRANDE - Standard Pacific MALLORY PARK - Divosta Homes
ECHO LAKE APARTMENTS - Home by Towne INDIGO - Neal Homes
SAVANNAH - Meritage Homes FUTURE RESIDENTIAL FUTURE MULTIFAMILY
FUTURE COMMERCIAL - Office & Retail

100
150
21
93
304
22
31

75

100
150
21
93
304
22
31
75

0.47%
0.70%
0.10%
0.44%
1.43%
0.10%
0.14%
0.35%

58,243
87,365
12,231
54,166
177,060
12,988
17,881
43,682

BUSINESS PARK
COMMERCE PARK -east of LWRB BUSINESS PARK -east of LWRB SUBTOTAL

2,648

182
144
113
552

182
144
113
3,201

0.85%
0.68%
0.53%
15.00%

1,864,084

106,003
83,870
65,815
582

NE SECTOR COMMERCIAL MULTI-FAMILY
LAKEWOOD NATIONAL / POLO RUN
RESIDENTIAL SUBTOTAL
SARASOTA RESIDENTIAL COMMERCIAL HERITAGE RANCH HAMLETS SUBTOTAL

797

161
1,292
3,613
5,066

797

797
161
1,292
3,613
5,863

3.74%
0.75%
6.06%
16.94%
27.49%

1,672,199

227,314
45,919
368,494
1,030,472
285

5,500

120
2,258

364
5,864

2,378

5,500
120
2,258
364
8,242

25.78%
0.56%
10.59%
1.71%
38.64%

1,582,068

1,055,736
23,034
433,428
69,871
192

ADMINISTRATIVE/GENERAL
Totals

17,490

3,840

21,331

100%

3,262,499
10,048,008

153 **
471

Wetland Systems Not Assessed - benefit all
TOTAL DISTRICT ACRES PER BOND VALIDATION NOTE:

1,724
23,055

-

CC East is Country Club East consisting of the original 851 acres plus 178 acres "Ritz Option" and 135 acre "Triangle parcel = 1,164

The District charges the Land Owner an annual per acre assessment for the undeveloped land

NE Sector - land east of Lorraine Road and north of State Road 70 - East North @ 3,401 acres & East South at 2,462 acres = 5,863 acres equal to 50% of the Admninistrative per acre Sarasota - the 8,242 acres of Sarasota land is per Sarasota County Tax ID #s when District was formed	buildout budget.

LAKEWOOD RANCH STEWARDSHIP DISTRICT
ESTIMATED ACRES BY PARCEL BASED ON PROJECTIONS AS OF MAY 2019
FOR ALLOCATION OF OPERATION & MAINTENANCE ASSESSMENTS ON LAND NOT PLATTED FOR OCTOBER 2020 TO SEPTEMBER 2021 DISTRICT OPERATIONS & MAINTENANCE BUDGET

Land Owner Contribution Summary
Unplated Acreage Contributions	
# of Acres	# of Total
EDU	Unit Per
Acre	# of Platted
EDU	EDU Not Platted
Divided by	Per Acre
Assessment	Assessment
Amount	
Land Owners					Unit Per Acre to	** Equal to 50% of the		
					Equal Acres to Bill On	Admin per acre buildout		
Southeast Sector:
Stock Development (Lake Club Ph 4)	
450.00	
312	
0.69	
104	
300.00	
$76	
$22,942	
Pulte Homes (Del Webb)	643.00	1,221	1.90	990	121.65	$76	$9,303	
Toll Brothers (The Isles at LWR)	339.00	450	1.33	151	225.25	$76	$17,226	
Trinity Enterprise Holdings, Inc - ID 588602309	69.65	40	0.57	0	69.65	$76	$5,326	
North American Properties - ID 588601509	1.32	2	1.21	0	1.32	$76	$101	

Northwest Sector:							$54,899	
CENTRAL PARK Commercial - ID #579600959	14.13	40	2.83	0	14.13	$76	$1,081	
CENTRAL PARK Commercial - ID #579600979	1.77	10	5.65	0	1.77	$76	$135	
CENTRAL PARK Commercial - ID #579625759	3.25	10	3.08	0	3.25	$76	$249	
The Green @ LWR - Lot 2 - ID #583207109	0.78	2	2.56	0	.78	$76	$60	
The Green @ LWR - Lot 4 - ID #583207209	0.71	2	2.82	0	.71	$76	$54	
The Green @ LWR - Lot 6 - ID #583207329	1.43	3	2.09	0	1.43	$76	$110	
Primrose Daycare - PS at LWR North LLC - ID 583206709	1.68	2	1.19	0	1.68	$76	$128	
JADRO LLC - Unit 8 - ID #583206259	1.34	20	14.93	0	1.34	$76	$102	
SAVANNAH - Meritage Homes	304	475	1.56	361	72.96	$76	$5,580	
Woodleaf Hammock - Homes by Towne	74	178	2.39	130	20.06	$76	$1,534	
Estia Apartments - ID 567811159	27	115	4.23	0	27.17	$76	$2,078	
CNL 117th Street East - ID 579989459	22	66	2.98	0	22.15	$76	$1,694	
Ungabungawunga - ID #579102409	1.32	4	3.03	0	1.32	$76	$101	
Sarasota Italian Properties - ID#579102609	1.20	4	3.33	0	1.20	$76	$92	
Sorrentino - ID# 579102709	1.40	4	2.86	0	1.40	$76	$107	
IPOOP Palace - ID#579101209	2.11	4	1.90	0	2.11	$76	$161	
Osbornhansen, LLC - ID#579101359	2.05	4	1.95	0	2.05	$76	$157	
							$13,423	

Northeast Sector:
Azario - Taylor Morrison	

992.00	

1,700	

1.71	

87	

941.23	

$76	

$71,981	
CRESSWIND - Kolter	250.00	650	2.60	165	186.54	$76	$14,266	
SOLERA - DR Horton	278.00	675	2.43	198	196.45	$76	$15,024	
Lorraine Lakes - Lennar Homes	544.60	1,400	2.57	378	397.56	$76	$30,403	
Pulte NE Sector Parcel	230.76	460	1.99	0	230.76	$76	$17,647	
Publix + 3 outparcels - ID# 582200609	16.94	100	5.90	0	16.94	$76	$1,295	
Oasis Apartments - ID#58202859	11.00	127	11.55	0	11.00	$76	$841	
JK Investment - ID #582202169	1.17	4	3.42	0	1.17	$76	$89	
Cave Luther - ID#582202189	1.37	4	2.92	0	1.37	$76	$105	
TB SR70 LLC - ID #582202219	0.87	4	4.62	0	.87	$76	$66	
Lorraine NE Corners - Lot 5 - ID #582202259	3.27	4	1.22	0	3.27	$76	$250	

Sarasota:							$151,968	
DD Waterside, LLC (Davis Apts) - ID #0193010004	8.58	104	12.12	0	8.58	$76	$656	
DD Waterside, LLC (Davis Apts) - ID #0193010005	5.09	50	9.83	0	5.09	$76	$389	
Waterside Place, LLC - ID#0195010002	27.55	48	1.74	0	27.55	$76	$2,107	
							$3,152	
Total Non-SMR					2,921.76		$223,441	

LAKEWOOD RANCH STEWARDSHIP DISTRICT
Projected General Maintenance & Administration Cost at Buildout - Shared Expenses Per EDU

EQUIVALENT DWELLING UNITS (EDU'S)

Projected Build-Out

SE Sector Build-Out NW Sector Build-Out NE Sector Build-Out SRQ Sector Build-Out

Total Build-Out       2020/2021
Budget

SE	NW	NE

SRQ

Budget	3,980	8,667	10,446	3,575	26,668
OPERATIONAL EXPENSES	15%	Per Unit	32%	Per Unit	39%	Per Unit	13%	Per Unit	100%
Field Staff Payroll; Subtotal
Other  Operational Expenses	500,250	74,660	$18.76	162,576	$18.76	195,953	$18.76	67,062	$18.76	500,250	300,000	44,774	$15	97,497	$17	117,513		40,217	300,000	
Uniforms	5,000	746	$0	1,625	$0	1,959	$0	670	$0	5,001	2,000	298		650		783		268	2,000	
Job Materials	20,000	2,985	$1	6,500	$1	7,834	$1	2,681	$1	20,002	6,000	895		1,950		2,350		804	6,000	
Phone/Radio	12,000	1,791	$0	3,900	$0	4,701	$0	1,609	$0	12,001										
Office Supplies	5,000	746	$0	1,625	$0	1,959	$0	670	$0	5,001										
Fuel & Oil	50,000	7,462	$2	16,249	$2	19,586	$2	6,703	$2	50,006	12,400	1,851		4,030		4,857		1,662	12,400	
Equipment	10,000	1,492	$0	3,250	$0	3,917	$0	1,341	$0	10,001										
Tools/Machinery	10,000	1,492	$0	3,250	$0	3,917	$0	1,341	$0	10,001	500	75		162		196		67	500	
Supplies	10,000	1,492	$0	3,250	$0	3,917	$0	1,341	$0	10,001	500	75		162		196		67	500	
Employment Advertising	2,000	298	$0	650	$0	783	$0	268	$0	2,000										
Miscellaneous Maintenance	24,000	3,582	$1	7,800	$1	9,401	$1	3,217	$1	24,003	2,000	298		650		783		268	2,000	
Maintenance Facility Rent	24,000	3,582	$1	7,800	$1	9,401	$1	3,217	$1	24,003										
Vehicle R&M	10,000	1,492	$0	3,250	$0	3,917	$0	1,341	$0	10,001	1,200	179		390		470		161	1,200	
Vehicles	36,000	5,373	$1	11,700	$1	14,102	$1	4,826	$1	36,004	7,800	1,164		2,535		3,055		1,046	7,800	
Waste Management	5,000	746	$0	1,625	$0	1,959	$0	670	$0	5,001	3,000	448		975		1,175		402	3,000	
Centralized Irrigation System	2,000	298	$0	650	$0	783	$0	268	$0	2,000										
TOTAL OPERATIONAL EXPENSES	225,000	33,580	$27	73,122	$27	88,135	$27	30,163	$27	225,025	35,400	5,283	$15	11,505	$17	13,867	$0	4,746	35,400	
Parks Maintenance	762,000	113,725	$29	247,641	$29	298,483	$29	102,151	$29	762,000	348,000	51,937		113,096		136,315		46,651	348,000	
Community Services Mgmt. Fee	317,088										96,240	14,363		31,277		37,698		12,902	96,240	
ALL TOTAL	1,804,338	221,965	$75	483,339	$75	582,571	$75	199,375	$75	1,487,275	779,640	116,358		253,374		305,393		104,515	479,640	
ADMINISTRATIVE																				
Insurance	20,000	2,985		6,500		7,834		2,681		20,000	8,000	1,194		2,600		3,134		1,072	8,000	
Meeting Advertising	20,000	2,985		6,500		7,834		2,681		20,000	15,000	2,239		4,875		5,876		2,011	15,000	
Engineering	75,000	11,193		24,374		29,378		10,054		75,000	70,000	10,447		22,749		27,420		9,384	70,000	
Bond Agent Fees	75,000	11,193		24,374		29,378		10,054		75,000	30,000	4,477		9,750		11,751		4,022	30,000	
Legal Fees	125,000	18,656		40,624		48,964		16,757		125,000	100,000	14,925		32,499		39,171		13,406	100,000	
Accounting	75,000	11,193		24,374		29,378		10,054		75,000	32,000	4,776		10,400		12,535		4,290	32,000	
Lien Book and Tax Roll	150,000	22,387		48,748		58,757		20,108		150,000	150,000	22,387		48,748		58,757		20,108	150,000	
Annual Audit	50,000	7,462		16,249		19,586		6,703		50,000	17,000	2,537		5,525		6,659		2,279	17,000	
Trustee	150,000	22,387		48,748		58,757		20,108		150,000	100,000	14,925		32,499		39,171		13,406	100,000	
Manager	250,000	37,311		81,247		97,928		33,514		250,000	108,000	16,118		35,099		42,305		14,478	108,000	
Travel and Per Diem	-	-		-		-		-		-	-	-		-		-		-	-	
Telephone	-	-		-		-		-		-	-	-		-		-		-	-	
Postage	2,657	397		864		1,041		356		2,657	1,500	224		487		588		201	1,500	
Office Supplies	-	-		-		-		-		-	1,500	224		487		588		201	1,500	
Other Current Charges	10,629	1,586		3,454		4,164		1,425		10,629	3,810	569		1,238		1,492		511	3,810	
Dues, Licenses, Subscriptions	1,063	159		345		416		142		1,063	22,000	3,283		7,150		8,618		2,949	22,000	
Capital Outlay	-	-		-		-		-		-	-	-		-		-		-	-	
Meeting Room Rent	-	-		-		-		-		-	-	-		-		-		-	-	
Outside Services; County Administrative Fee		-		-		-		-		-	-	-		-		-		-	-	
TOTAL ADMINISTRATIVE	1,004,349	149,894	$38	326,402	$38	393,414	$38	134,639	$38	1,004,349	658,810	98,324		214,106		258,063		88,317	658,810	
Capital Improvement Reserves	276,375	41,248	$10	89,819	$10	108,259	$10	37,050	$10		152,578	22,772	$6	49,586	$6	59,766	$6	20,454	152,578	
ALL TOTAL SHARED EXPENSES	3,085,062	413,107	$123	899,560	$123	1,084,243	$123	371,063	$123	2,491,625	1,591,028	237,453		517,066		623,222		213,287	1,291,028	

Parks and Facilities Capital  Improvement
Reserves
A Bob Gardner Community Park
Useful Life

Original Construction Cost:

in Years	Assets Reserves

1 Pavilions (2) $	387,986	30				in Years		Year 1	Year 2	Year 3	Year 4	Year 4		
2 Boardwalks (2 $	49,300	20	Truck 1	Louis Lawman	$ 45,000	5	$	9,000	2023	2028	2034	2039	2044	2049	
3 Parking Lot $	25,000	15	Truck 2	Larry Neale	$ 40,000	5	$	8,000	2020	2025	2031	2036	2041	2046	
$	462,286		Truck 3	Garrett Hardy	$ 40,000	5	$	8,000	2021	2026	2032	2037	2042	2047	
B James L Patton Community Park		Truck 4	David DelValle	$ 40,000	5	$	8,000	2024	2029	2035	2040	2045	2050	
1 Pavilion (1) $ 213,916	30	Truck 5	Future	$ 40,000	5	$	8,000	2025	2030	2036	2041	2046	2051	
2 Bridges (4) $ 159,000	20			$ 205,000		$	41,000							
3 Parking Lot $ 25,000	15	H Equipment:											
$ 397,916		Off-Road 1		$ 15,000	5	$	3,000	2025	2030	2036	2041	2046	2051	
C Roger Hill Park		Off-Road 2		$ 15,000	5	$	3,000	2025	2030	2036	2041	2046	2051	
Pavilion	$ 150,000	30	Mower		$ 8,000	5	$	1,600	2023	2028	2034	2039	2044	2049	
		Other		$ 5,000	5	$	1,000	2021	2026	2032	2037	2042	2047	
D Future Park; NE Sector
Pavilion	$ 225,000	
30			$ 43,000		$	8,600							
			ALL TOTAL	$ 248,000		$	49,600							
E Stormwater System	

G Vehicles:    User:	EST. Cost Useful Life

Annual Depr. Replacement Replacement

Replacement

Replacement

Replacement

$   2,000,000	50

F District Park at Waterside Place
$      500,000	30

FY YEAR ENDING:

A1 A2 A3 B1 B2 B3 C D E F G H
TOTAL
year

increase 12,933
2,465
1,667
7,131
7,950
1,667
5,000
7,500
40,000
16,667
41,000
8,600
152,578

2020
draw	balance 12,933
2,465
1,667
7,131
7,950
1,667
5,000
7,500
40,000
16,667
41,000
8,600
-	152,578

increase 13,192
2,514
1,700
7,273
8,109
1,700
5,100
7,650
40,800
17,000
41,820
8,772
155,630

2021
draw

2022

balance 26,124
4,979
3,367
14,404
16,059
3,367
10,100
15,150
80,800
33,667
82,820
12,372
303,208

increase 13,455
2,565
1,734
7,419
8,271
1,734
5,202
7,803
41,616
17,340
42,656
8,947
158,743

balance 39,580
7,544
5,101
21,822
24,330
5,101
15,302
22,953
122,416
51,007
125,476
21,319
461,951

increase 13,724
2,616
1,769
7,567
8,437
1,769
5,306
7,959
42,448
17,687
43,510
9,126
161,917

2023
draw

balance 53,304
10,160
6,869
29,389
32,767
6,869
20,608
30,912
164,864
68,693
123,986
22,446
570,868

increase 13,999
2,668
1,804
7,718
8,605
1,804
5,412
8,118
43,297
18,041
44,380
9,309
165,156

2024
draw

balance 67,303
12,828
8,673
37,108
41,372
8,673
26,020
39,030
208,162
86,734
128,366
31,755
696,024

increase 14,279
2,722
1,840
7,873
8,777
1,840
5,520
8,281
44,163
18,401
45,267
9,495
168,459

2025
draw

balance
81,582
15,550
10,514
44,980
50,150
10,514
31,541
47,311
252,325
105,135
93,633
11,250
754,483

increase
14,565
2,776
1,877
8,030
8,953
1,877
5,631
8,446
45,046
18,769
46,173
9,685
171,828

2026
draw

balance
96,147
18,326
12,390
53,010
59,103
12,390
37,171
55,757
297,371
123,905
99,806
15,935
881,311

1

(5,000)
(5,000)
2

3

(45,000)
(8,000)
(53,000)
4

(40,000)

(40,000)
5

(80,000)
(30,000)
(110,000)
6

(40,000)
(5,000)
(45,000)
7

2027

A1 A2 A3 B1 B2 B3 C D E F G H
TOTAL
year

increase	balance
14,856	111,002
2,832	21,157
1,914	14,305
8,191	61,201
9,132	68,235
1,914	14,305
5,743	42,915
8,615	64,372
45,947	343,319
19,145	143,049
47,096	146,902
9,879	25,814

increase 15,153
2,888
1,953
8,355
9,315
1,953
5,858
8,787
46,866
19,528
48,038
10,076
178,770

2028
draw

(45,000)
(8,000)

balance 126,155
24,045
16,258
69,556
77,549
16,258
48,773
73,160
390,185
162,577
149,940
27,890

increase 15,456
2,946
1,992
8,522
9,501
1,992
5,975
8,963
47,804
19,918
48,999
10,278
182,345

2029
draw

(40,000)

175,265 1,056,576
8

(53,000) 1,182,346
9

(40,000)
10

balance 141,611
26,991
18,250
78,077
87,050
18,250
54,749
82,123
47,804
19,918
158,939
38,168
771,929

increase 15,765
3,005
2,032
8,692
9,691
2,032
6,095
9,142
48,760
20,317
49,979
10,483
185,992

2030
draw

(40,000)
(30,000)
(70,000)
11

balance 157,376
29,996
20,281
86,769
96,741
20,281
60,844
91,265
96,563
40,235
168,917
18,651
887,921

increase 16,080
3,065
2,072
8,866
9,885
2,072
6,217
9,325
49,735
20,723
50,978
10,693
189,712

2031
draw

2032
draw

2033

(40,000)

balance 173,457
33,061
22,353
95,635
106,626
22,353
67,060
100,591
146,298
60,958
179,896
29,344

(40,000) 1,037,633
12

increase 16,402
3,126
2,114
9,043
10,083
2,114
6,341
9,512
50,730
21,137
51,998
10,907
193,506

(40,000)
(5,000)
(45,000)
13

balance
189,859
36,187
24,467
104,679
116,709
24,467
73,402
110,102
197,028
82,095
191,894
35,251
1,186,139

increase
16,730
3,189
2,156
9,224
10,284
2,156
6,468
9,702
51,744
21,560
53,038
11,125
197,376
14

balance
206,589
39,376
26,623
113,903
126,993
26,623
79,870
119,805
248,772
103,655
244,931
46,376
1,383,516

appropriations

appropriations

appropriations

Lakewood Ranch Stewardship District Parks / Facilities / Asset Reserves

2034	2035	2036	2037	2038	2039	2040	
	increase	draw	balance	increase	draw	balance	increase	draw	balance	increase	draw	balance	increase	balance	increase	draw	balance	increase	draw	balance	
A1	17,065		223,653	17,406		241,059	17,754		258,813	18,109		276,923	18,471	295,394	18,841		314,235	19,218		333,452	
A2	3,253		42,628	3,318		45,946	3,384		49,330	3,452		52,781	3,521	56,302	3,591		59,893	3,663	(61,625)	1,931	
A3	2,199		28,822	2,243	(30,000)	1,065	2,288		3,353	2,334		5,687	2,380	8,068	2,428		10,496	2,477		12,972	
B1	9,409		123,311	9,597		132,908	9,789		142,697	9,984		152,681	10,184	162,865	10,388		173,253	10,596		183,849	
B2	10,490		137,483	10,700		148,182	10,914		159,096	11,132		170,228	11,355	181,582	11,582		193,164	11,813	(198,750)	6,227	
B3	2,199		28,822	2,243	(30,000)	1,065	2,288		3,353	2,334		5,687	2,380	8,068	2,428		10,496	2,477		12,972	
C	6,597		86,467	6,729		93,196	6,864		100,060	7,001		107,062	7,141	114,203	7,284		121,487	7,430		128,917	
D	9,896		129,701	10,094		139,795	10,296		150,091	10,502		160,592	10,712	171,304	10,926		182,230	11,145		193,375	
E	52,779		301,552	53,835		355,386	54,911		410,298	56,010		466,307	57,130	523,437	58,272		581,710	59,438		641,148	
F	21,991		125,646	22,431		148,078	22,880		170,957	23,337		194,295	23,804	218,099	24,280		242,379	24,766		267,145	
G	54,099	(45,000)	254,030	55,181	(40,000)	269,211	56,284	(40,000)	285,495	57,410	(40,000)	302,905	58,558	361,463	59,729	(45,000)	376,192	60,924	(40,000)	397,116	
H	11,348	(8,000)	49,723	11,574		61,298	11,806	(30,000)	43,104	12,042	(5,000)	50,146	12,283	62,429	12,529	(8,000)	66,957	12,779		79,737	
TOTAL	201,324	(53,000)	1,531,840	205,350	(100,000)	1,637,190	209,457	(70,000)	1,776,647	213,647	(45,000)	1,945,294	217,920 2,163,214	222,278	(53,000)	2,332,492	226,723	(300,375)	2,258,840	
year		15			16			17			18		19			20			21		

appropriations

appropriations

Lakewood Ranch Stewardship District Parks/Facilities/Assets Reserves

2041	2042	2043	2044	2045	2046	2047	2048	
	increase	draw	balance	increase	draw	balance	increase	balance	increase	draw	balance	increase	draw	balance	increase	draw	balance	increase	draw	balance	increase	balance	
A1	19,602		353,054	19,994		373,048	20,394	393,442	20,802		414,244	21,218		435,461	21,642		457,103	22,075		479,178	22,516	501,695	
A2	3,736		5,667	3,811		9,478	3,887	13,365	3,965		17,330	4,044		21,374	4,125		25,499	4,207		29,706	4,292	33,998	
A3	2,526		15,498	2,577		18,075	2,628	20,703	2,681		23,384	2,734		26,118	2,789		28,907	2,845		31,752	2,902	34,654	
B1	10,808		194,656	11,024		205,680	11,244	216,924	11,469		228,393	11,698		240,092	11,932		252,024	12,171		264,195	12,414	276,609	
B2	12,050		18,277	12,291		30,567	12,536	43,104	12,787		55,891	13,043		68,934	13,304		82,237	13,570		95,807	13,841	109,648	
B3	2,526		15,498	2,577		18,075	2,628	20,703	2,681		23,384	2,734		26,118	2,789		28,907	2,845		31,752	2,902	34,654	
C	7,578		136,495	7,730		144,225	7,884	152,109	8,042		160,151	8,203		168,355	8,367		176,722	8,534		185,256	8,705	193,961	
D	11,367		204,742	11,595		216,337	11,827	228,164	12,063		240,227	12,305		252,532	12,551		265,082	12,802		277,884	13,058	290,942	
E	60,627		701,774	61,839		763,613	63,076	826,689	64,337		891,027	65,624		956,651	66,937		1,023,588	68,275		1,091,863	69,641	1,161,504	
F	25,261		292,406	25,766		318,172	26,282	344,454	26,807		371,261	27,343		398,605	27,890		426,495	28,448		454,943	29,017	483,960	
G	62,142	(80,000)	379,258	63,385	(40,000)	402,643	64,653	467,296	65,946	(45,000)	488,242	67,265	(40,000)	515,507	68,610	(40,000)	544,117	69,982	(40,000)	574,100	71,382	645,482	
H	13,035	(30,000)	62,771	13,295	(5,000)	71,067	13,561	84,628	13,833	(8,000)	90,461	14,109		104,570	14,391	(30,000)	88,961	14,679	(5,000)	98,640	14,973	113,613	
TOTAL	231,258	(110,000)	2,380,098	235,883	(45,000)	2,570,981	240,601 2,811,582	245,413	(53,000)	3,003,995	250,321	(40,000)	3,214,316	255,327	(70,000)	3,399,643	260,434	(45,000)	3,615,077	265,643	3,880,720	
year		22			23		24			25			26			27			28		29		
		2049			2050																		
	increase	draw	balance	increase	draw	balance																	
A1	22,967		524,662	23,426	(543,180)	4,907																	
A2	4,377		38,375	4,465		42,840																	
A3	2,960		37,613	3,019	(35,000)	5,632																	
B1	12,663		289,272	12,916	(299,482)	2,706																	
B2	14,118		123,766	14,400		138,167																	
B3	2,960		37,613	3,019	(35,000)	5,632																	
C	8,879		202,840	9,057	(210,000)	1,897																	
D	13,319		304,261	13,585	(315,000)	2,846																	
E	71,034		1,232,538	72,454		1,304,992																	
F	29,597		513,558	30,189	(520,000)	23,747																	
G	72,810	(45,000)	673,291	74,266	(40,000)	707,557																	
H	15,272	(8,000)	120,885	15,578		136,463																	
TOTAL	270,956	(53,000)	4,098,675	276,375	########	2,377,387																	
year		30			31																		

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2020-33

RESOLUTION 2020-33

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT MAKING A DETERMINATION OF BENEFIT AND IMPOSING SPECIAL ASSESSMENTS FOR FISCAL YEAR 2020/2021; PROVIDING FOR THE COLLECTION AND ENFORCEMENT OF SPECIAL ASSESSMENTS, INCLUDING BUT NOT LIMITED TO PENALTIES AND INTEREST THEREON; CERTIFYING AN ASSESSMENT ROLL; PROVIDING FOR AMENDMENTS TO THE ASSESSMENT ROLL; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Lakewood Ranch Stewardship District (“District”) is a local unit of special- purpose government established pursuant to Chapter 2005-338, Laws of Florida for the purpose of providing, operating and maintaining infrastructure improvements, facilities and services to the lands within the District and existing pursuant to Chapter 2005-338, Laws of Florida; and

WHEREAS, the District is located in Manatee and Sarasota Counties, Florida (“Counties”);
and

WHEREAS, the District has constructed or acquired various infrastructure improvements and provides certain services in accordance with the District’s adopted capital improvement plan and Chapter 2005-338, Laws of Florida; and

WHEREAS, the Board of Supervisors (“Board”) of the District hereby determines to undertake various operations and maintenance and other activities described in the District’s budget (“Adopted Budget”) for the fiscal year beginning October 1, 2020 and ending September 30, 2021 (“Fiscal Year 2020/2021”), attached hereto as Exhibit “A;” and

WHEREAS, the District must obtain sufficient funds to provide for the operation and maintenance of the services and facilities provided by the District as described in the Adopted Budget; and

WHEREAS, the provision of such services, facilities, and operations is a benefit to lands within the District; and

WHEREAS, Chapter 2005-338, Laws of Florida, provides that the District may impose special assessments on benefitted lands within the District; and

WHEREAS, it is in the best interests of the District to proceed with the imposition of the special assessments for operations and maintenance in the amount set forth in the Adopted Budget; and

WHEREAS, the District has previously levied an assessment for debt service, which the District desires to collect for Fiscal Year 2020/2021; and

1

WHEREAS, Chapter 197, Florida Statutes, provides a mechanism pursuant to which such special assessments may be placed on the tax roll and collected by the local tax collector (“Uniform Method”), and the District has previously authorized the use of the Uniform Method by, among other things, entering into agreements with the Property Appraisers and Tax Collectors of the Counties for that purpose; and

WHEREAS, it is in the best interests of the District to adopt the assessment roll (“Assessment Roll”) attached to this Resolution as Exhibit “B,” and to certify the portion of the Assessment Roll related to certain developed property (“Tax Roll Property”) to the County Tax Collectors pursuant to the Uniform Method and to directly collect the portion of the Assessment Roll relating to the remaining property (“Direct Collect Property”), all as set forth in Exhibit “B;” and

WHEREAS, it is in the best interests of the District to permit the District Manager to amend the Assessment Roll adopted herein, including that portion certified to the County Tax Collectors by this Resolution, as the Property Appraisers update the property roll for the Counties, for such time as authorized by Florida law.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT:

SECTION 1. BENEFIT & ALLOCATION FINDINGS. The provision of the services, facilities, and operations as described in Exhibit “A” confers a special and peculiar benefit to the lands within the District, which benefit exceeds or equals the cost of the assessments. The allocation of the assessments to the specially benefitted lands is shown in Exhibits “A” and “B,” and is hereby found to be fair and reasonable.

SECTION 2. ASSESSMENT IMPOSITION. Pursuant to Chapter 2005-338, Laws of Florida, and using the procedures authorized by Florida law for the levy and collection of special assessments, a special assessment for operation and maintenance is hereby imposed and levied on benefitted lands within the District and in accordance with Exhibits “A” and “B.” The lien of the special assessments for operations and maintenance imposed and levied by this Resolution shall be effective upon passage of this Resolution.

SECTION 3.	COLLECTION AND ENFORCEMENT; PENALTIES; INTEREST.

Tax Roll Assessments. The operations and maintenance special assessments and previously levied debt service special assessments imposed on the Tax Roll Property shall be collected at the same time and in the same manner as Sarasota County and Manatee County taxes in accordance with the Uniform Method, as set forth in Exhibits “A” and “B.”

Direct Bill Assessments. The operations and maintenance special assessments and previously levied debt service special assessments imposed on the Direct Collect

2

Property shall be collected directly by the District in accordance with Florida law, as set forth in Exhibits “A” and “B.” Assessments directly collected by the District are due according to the following schedule: if paid by November 30, 2020, assessments are payable with a 4% discount, a 3% discount if paid by December 31, 2020, a 2% discount if paid by January 31, 2021, or a 1% discount if paid by February 28, 2021. The balance of assessments are due no later than March 31, 2021, of which no discount is available for assessments paid in March of 2021, and assessments are delinquent if unpaid as of April 1, 2021. In the event that an assessment payment is not made in accordance with the schedule stated above, the whole assessment – including any remaining partial, deferred payments for Fiscal Year 2020/2021, shall immediately become due and payable; shall accrue interest, penalties in the amount of one percent (1%) per month, and all costs of collection and enforcement; and shall either be enforced pursuant to a foreclosure action, or, at the District’s sole discretion, collected pursuant to the Uniform Method on a future tax bill, which amount may include penalties, interest, and costs of collection and enforcement. Any prejudgment interest on delinquent assessments shall accrue at the rate of any bonds secured by the assessments, or at the statutory prejudgment interest rate, as applicable. In the event an assessment subject to direct collection by the District shall be delinquent, the District Manager and District Counsel, without further authorization by the Board, may initiate foreclosure proceedings pursuant to Chapter 170, Florida Statutes, or other applicable law to collect and enforce the whole assessment, as set forth herein.

Future Collection Methods. The decision to collect special assessments by any particular method – e.g., on the tax roll or by direct bill – does not mean that such method will be used to collect special assessments in future years, and the District reserves the right in its sole discretion to select collection methods in any given year, regardless of past practices.

SECTION 4. ASSESSMENT ROLL. The Assessment Roll, attached to this  Resolution as Exhibit “B,” is hereby certified for collection. That portion of the Assessment Roll which includes the Tax Roll Property is hereby certified to the County Tax Collector and shall be collected by the County Tax Collector in the same manner and time as County taxes. The proceeds therefrom shall be paid to the District.

SECTION 5.  ASSESSMENT ROLL AMENDMENT.  The District Manager shall keep apprised of all updates made to the County property roll by the Property Appraiser after the date of this Resolution, and shall amend the Assessment Roll in accordance with any such updates, for such time as authorized by Florida law, to the County property roll. After any amendment of the Assessment Roll, the District Manager shall file the updates in the District records.

SECTION 6. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.

3

SECTION 7.	EFFECTIVE DATE. This Resolution shall take effect upon the passage and adoption of this Resolution by the Board.

PASSED AND ADOPTED this 7th day of August, 2020.

ATTEST:	LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary / Assistant Secretary	Chairman, Board of Supervisors

Exhibit A:	Budget
Exhibit B:	Assessment Roll (Uniform Method) Assessment Roll (Direct Collect)

4

LAKEWOOD RANCH STEWARDSHIP DISTRICT

PFM Fee Letter

July 23, 2020

Mr. Rex Jensen
Chairman of the Board of Supervisors Lakewood Ranch Stewardship District 12051 Corporate Boulevard
Orlando, FL 32817 Dear Mr. Jensen:

12051 Corporate Blvd.
Orlando, FL 32817
407.723.5900

pfm.com

Thank you for the opportunity to continue serving as District Manager to the Lakewood
Ranch Stewardship District (the ”District”). The agreement in place between our firm and the District dated January 11, 2019 provides for the review and adjustment annually of our fees pursuant to the District’s annual budget process. We are respectfully requesting a fee increase from $85,000 to $90,000 for the year.

Please note this change will be effective on the billing for October 2020, in conjunction with the District’s new Fiscal Year.

Provided the changes are acceptable, please have an authorized official of the District sign and return a copy of this letter to us to acknowledge the increase.

Sincerely,
PFM GROUP CONSULTING LLC

Accepted by:

 	_ 	_ Senior Managing Consultant

(Signature)

(Print Name)

(Date)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2020-34

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Financing Matters Relative to the Taxable Series 2020 Refunding Bonds

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Financing Update

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Financing Matters Relative to the Azario Project, Series 2020 Bonds

LAKEWOOD RANCH STEWARDSHIP DISTRICT

MBS Capital Markets, LLC IBA Supplement

MBS	CAPITAL MARKETS, LLC

SUPPLEMENT TO INVESTMENT BANKING AGREEMENT DATED NOVEMBER 2, 2012 REGARDCNG BOND ISSUANCES BY LAKEWOOD RANCH STEWARDSHIP DISTRICT

August 7, 2020

Board of Supervisors
Lakewood Ranch Stewardship District

Dear Supervisors:

MBS Cap it al Markets, LLC (' Unde rwr ite r") and the Board of Supe rv isors of the  Lakewood  Ranch  Stewardship District (" Distric t" ) entered into an I nves tment Bank i ng Agreement effective November 2, 2012 ( ' Agreement " ) wherein the  District engaged  the  Underwriter  to provide  inv est me nt  banking serv ice  s  for  the District.  The  purpose of this letter is to supplement the Agreement by specifying the  particular  plann ed  transaction  currently  being contemplated by the District for which such investment banking ser v ice s are to be provided by the Underwriter.

The District is considering the is s uance of its Special Assessment Revenue Bonds (Azario Project) in 2020 for the purpose of acquiring/constructing additional public i n fras tructure improvements for the Azario Project. It is the District's intent to engage the Underwriter to provide investment banking services for this transaction.

The scope of services to be provided in a  non-fiduciary  capacity  by  the  Underwriter  for this transaction  wil I  include those li s ted below.

Advice regarding th e structure t i m i ng, terms , and other similar matters concerning the particular municipal sec ur itie s described above .
Preparation of rating strategies and presentation s related to the issue being underwritten.
Preparations for and assistance with investor " road show s,'· if any. and investor discussions related to the issue being underwritten.
Advice regarding retail order periods and  institutional  marketing  if the  District  dec ides to engage in a negotiated sale.
Assistance in the preparation of the Preliminary Official Statement, if any, and the final Official Statement.
Assistance with the closing of the issue,  including  negotiation  and  discussion  with  respect  to  all docume n ts, ce rt ificates , and opinions needed for the closi ng.
Coordination with respect to obtaining CUSIP numbers and the registration with the Depository Trust Company.

Member: FINRA/SIPC

3414 W. BAY TO BA Y BLVD., UNIT 113
TAMPA, FLORIDA 33629
PHONE: 813.281.2700

152 LINCOLN AVENUE
WINTER PARK, FLORIDA 32789
PHONE: 407.622.0130

1005 BRADFORD WAY
KINGS TON, TENNESSEE 37763
PHONE: 865.717.0303

MBS	CAPITAL MARKETS, LLC

Pag.: 12

Preparation of post-sale reports for the issue, if any.
Structuring of refunding escrow cash flow requirements, but not the recommendation of  and brokerage of particular municipal escrow i nvestmen ts.

All other tenns of the Agreement shall remain in effect, including specifically the Disclosures Concerning the Underwriter's Role Required by MSRB Rule G-17 which is again being provided in Exhibit A hereto. By execution of this supplement to the Agreement you are acknowledging receipt of the same.

This su pple ment to the Agreement shall be effective upon your acceptance and shall remain in effect until such time as the financing described herein has been completed or the Agreement is tenninated as provided in Section 3 of the Agreement.

Sincerely,
J.\IIDS Capital Markets, LLC

Brett Sealy Managing Partner

Approved and Accepted By:	 	 Title:	 	
Date:	 	

MBS	CAPITAL MARKETS, LLC

i' a g l' 13

EXHIBIT A

Disclosures Concerning the Underwriter's Role

Municipal Securities Ru le mak i ng Board Rule G-17 requires an un de rw ri ter to deal fa i rly at all times with both mun ic i pa l is suers and investors:

The Underwriter's pri mary ro le is to purchase secu ri t ie s with a view to di tri but ion in an arm' s-length commerc ia l t ra nsact ion with the District and it has financial and other interests that differ from those of the Dis trict;

U nl i ke a municipal advisor. the Uncierwriter does not ha ve a fiduc iar y duty to the District under the fed era l
securities laws and ,is the refore. not req ui red by federal law to act in th e best i nt erests of the District without regard
to its own financial or other interests:

The Underwriter has a duty to purchase secu ri ties from the District at a fair and reasonable price, but must ba lance  that duty  with  its duty to sell  municipal  securities to i n ves tors at  prices that are fair and  reason ab le: and

(v}   The Underwriter,  ill  review the official  statement for the District" s secu rit ie    in accor dan ce w it h, and as part of. its resp onsi bili tie s  to investors under the federal securities  lmYs. a  applied  to the facts and circumstances   of the transaction.

Disclosure Concerning the Underwriter's Compensation

Underwriter's compensation that is contingent on the clo s i ng  of a transaction  or the size of a transaction  presents a co n fl ict of interest because it may cause the Underwriter to recommend a t ran sact ion that it is unne cessary or to recommend  that th_e si ze of the tr ans ac t ion  be larger than  is necessary.

Conflicts of Interest

Pay men ts to or from Third Part ies . There are no und isclosed payments, va l ues. or credits to be received by the U nd erwri ter in connection  ,vith  its und  erwr itin g of this new issue from  par t ies other than the Distr ict, and there are no u nd isc  losed payments  to be made by the U nderwr iter in conn ection  with  th is new  issue to parties other than the District (in either ca. e i ncl udi ng  payment s.  va l ues, or credits that  relate  d irectl y  or  i nd i rect ly to collateral tra nsact io ns integrally related to the issue be in g underwritten). In addition. there are no th i r<l- pa11 y arrangements for the marketing of the District"s secur i tie s .

Profit-Sharing with Investors. There are no arrangements  betw een  the  Underwriter  and  an  investor  purchasing new issue secu rities from the Underwriter (including purcha ses that are cont i ngent upon the delivery by the Dis trict to the Underwriter of the securitie s) according to which profits realized from the resale by such in vestor of the securities are cii rect ly or indirectly split or otherwise shared with the U nd e rwr i ter.

Credit Defa ul t Swaps . There, ill be no is suance or purchase by th e Underwriter o f'cred i t dclault swaps for which the reference is the Dist ric t for v hich the Underwriter is serv i ng as und erw rit e r. or an obli gati on of that District.

M B S	CAPITAL  M ARKET S,  L:L	C

Retail Order Periods. For new issue s in which there is a retail order period. the Unde rwr i ter wi l l honor such agreement to provide the retail order period. No allocation of securities in a manner that is  inconsistent  with a District's requireme nts will be made \vithout the Districf s consen t. In add ition. when the Underwriter ha s agreed to u nd erwr ite a transaction  with  a  retail  order  pe riod,  it  will  take  reasonable  measur es to ensure that  retai l clien ts are bona fide.

Dealer Payments  to District  Personnel.  Re i mbur sements. if any. made to pe rs onne l of the  Distr ict will  be made in compliance with MSRB Rule G-20. on gifts, grat u ities. and non- cas h compensation. and Ruic G- 1 7. in connection with ce,tain payments made to. and ex pens es re imbur sed for. District personnel during the municipal bond issuance process.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Master Engineer’s Report

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Engineer’s Report Azario Lakewood Ranch

Prepared for:

Lakewood Ranch Stewardship District 14400 Covenant Way
Lakewood Ranch, FL 34240

Prepared by:

28100 Bonita Grande Dr. Suite 305 Bonita Springs, FL 34135

December 2019 Amended and Restated July 2020

TABLE OF CONTENTS

Introduction

General Project Information

Land Uses

Permits

District Financed Improvements

Utility Facilities

District’s Surface Water Management

Perimeter Berm & Landscaping

Professional and Permit Fees

Summary & Conclusion

EXHIBITS

Exhibit 1	Master Site Plan

Exhibit 2	Planned Water Distribution System

Exhibit 3	Planned Sewer Collection and Transmission System Exhibit 4	Master Surface Water Management
Exhibit 5	Infrastructure Cost

Introduction

The Lakewood Ranch Stewardship District (the District) is proposing to continue to acquire infrastructure for a residential community within its boundaries in eastern Manatee County, Florida known as Azario Lakewood Ranch (the Development). Azario Lakewood Ranch is a residential community which upon completion will consist of single family detached and semi-detached units with four (4) amenity campuses, a golf course, and golf course maintenance facility. The development will be serviced by utilities and roadway infrastructure along Uihlein Road and 44th Avenue, which are being constructed by the Lakewood Ranch Stewardship District. Construction of the internal district- financed infrastructure is currently planned to be constructed in seven (7) phases. A preliminary phasing plan can be found on the Master Site Plan (Exhibit 2 of this report).

The first two (2) phases of development have been permitted and consist of 362 single family detached units, 102 single family semi-detached units, the golf course, a portion of the main amenity campus, and the golf course maintenance facility. Phase I of the development has been permitted, platted, and the construction has been accepted by Manatee County. The applicable infrastructure ($11,449,294.30) within Phase I has been acquired by the District. To date the developer has received
$10,923,371.77 in bond proceeds and the remaining balance of $525,922.53 is scheduled to be paid once additional bond proceeds are procured. Phase II of development has been permitted and platted through Manatee County and a portion of the construction has been completed and accepted by Manatee County. The acquisition of this infrastructure (approximately $5,000,000) within Phase II is expected by the end of 2020.

The remaining single-family units and amenity campuses will be built in Phases 3 through 7, with Phase III of construction planned to start in 2021.

The development lies within Sections 2, 3, 10, and 11, Township 35 South, Range 19 East. The development is located on the east side of Lorraine Road, approximately 0.25 miles south of State Road 64. The site is bounded to the north by development, to the east by Uihlein Road, to the west by Lorraine Road, and to the south by the future 44th Avenue Extension.

General Development Information

Access:
The development will be serviced by two major roadways. The development will have a main entrance off both 44th Avenue and Uihlein Road with a secondary access point located on Uihlein Road, approximately 0.25 miles north of the 44th Avenue and Uihlein Road intersection. Construction of 44th Ave has been completed and opened to the Development’s entrance, while construction of Uihlein Road is underway by the Lakewood Ranch Stewardship District.

Jurisdiction:
The development will be under the jurisdiction and review of Manatee County, South West Florida Water Management District (SWFWMD), United States Army Corps. Of Engineers (USACE), and the Florida Department of Environmental Protection (FDEP).

Soils:
According to the “Soil Survey of Manatee County, Florida”, published by the United States Department of Agriculture (USDA) – Soil Conservation Service (SCS), the soils within the development area consist

of six types: Cassia (Soil Group No. 11), Delray (Soil Group No. 16), Felda-Wabasso (Soil Group No. 24), Floridana-Immokalee-Okeelanta (Soil Group No. 26), Myakka-Myakka (Soil Group No. 30), and Ona (Soil Group No. 35). A geotechnical study was conducted to further investigate the soils and to determine the seasonal high water table. The seasonal high groundwater table was estimated at the test boring locations, based upon our review of the Soil Survey and our field explorations.

Topography:
The topography and boundary survey was completed by GeoPoint Surveying, Inc. The elevations provided are in NAVD 1988 datum. The pre-development site ranges in elevations from approximately
38.0 feet along Mill Creek and 60 feet along the northeast boundary line.

The pre-development site drains towards Mill Creek, which runs through the center of the parcel, through a series of interconnected wetlands and ditches.

Watershed:
The development is located within the Mill Creek Watershed. Schroeder-Manatee Ranch (SMR) commissioned Stantec Consulting Services Inc. to create an existing conditions model for the Northeast Sector of Lakewood Ranch, which was utilized for the development and modeling of the stormwater management system. The water management systems have been designed and permitted to meet all SWFWMD design criteria.

Floodplains:
According to FEMA Flood Insurance Rate Map (FIRM) Community Panel Numbers 12081C0332E, 12081C0334E, and 12081C0355E, effective 3/17/2014. The majority of the development is located within Zone X, with a portion of the development adjacent to Mill Creek lying within Zone A. Zone A are areas of 100-year flood; base flood elevations and flood hazard factors not determined. Flood elevations for the proposed development will be determined utilizing the Northeast Sector Model.

Land Uses

Zoning:
The site is currently zoned PDR (Planned Development Residential).

Land uses within the Development are planned to include the following approximate areas:
Native Habitat Preservation – 57.0 Acres
Open space areas – 136.9 Acres
Wet detention pond area – 150.2 Acres
Recreation (Clubhouse, Amenities, etc.) – 189.7 Acres
Lorraine Road Right of Way Reservation - 4.0 Acres
Residential (Single Family Detached/Semi-Detached) – 472.5 Acres Note: Acreages are approximate and will be determined at final platting.
The site is currently approved for 1,750 units and an amendment is currently under review to accommodate the additional 75 units for a total unit count of 1825 units. This amendment is currently on track to be approved in December of 2020.

Permits

The following is a detail of permit requirements for on-site and off-site improvements and the current status of the permit:

Manatee County:
Zoning
General Development Plan (GDP) – Approved – Ordinance PDR-17-34(Z)(G)
General Development Plan (GDP) Modification – Submitted – PLN2005-0043 – Anticipated approval December 2020
Esplanade at Azario Phase I
Final Site Plan – Approved – PDR-17-34(P)/18-S-36(P)/FSP-18-58 – PLN1807-0090
Construction Drawings – Approved – PDR-17-34(P)/18-S-36(P)/FSP-18-58 – PLN1808-0015
Final Site Plan Modification – Approved – PDR-17-34(P)(R)/18-S-36(P)(R)/FSP-18-58(R) – PLN1906- 0102
Construction Drawings Modification– Approved – PDR-14-34(P)(R)/18-S-36(P)(R)/FSP-18-58(R) – PLN1909-0037
Esplanade at Azario Phase II
Final Site Plan – Approved – PDR-17-34(P)/18-S-61(P)/FSP-18-92 – PLN1811-0032
Construction Drawings – Approved – PDR-17-18(P)/18-S-61(P)/FSP-18-92 – PLN1811-0022
Final Site Plan Modification – Approved – PDR-17-34(P)(R)/18-S-61(P)(R)/FSP-18-92 – PLN1908- 0061
Construction Drawings Modification – Approved – PDR-17-34(P)(R)/18-S-61(P)(R)/FSP-18-92(R) – PLN1910-0101
Park East at Azario Phase I
Final Site Plan, Phase I – Submitted – PDR-17-34(P)/19-S-48(P)/FSP-19-73 – PLN1909-0003
Construction Drawings – Approved – PDR-17-14(P)/18-S-36(P)/FSP-19-73 – PLN1908-0084

South West Florida Water Management District (SWFWMD):
Environmental Resource Permit – Approved – App No. 764531, Permit No. 43043286.002
Environmental Resource Permit Modification – Submitted – App No. 801264

U.S. Army Corps of Engineers (USACE):
Department of the Army Permit – Approved – SAJ-2017-03435

Florida Department of Environmental Protection (FDEP):
Esplanade at Azario Phase I
Construction of Water Main Extensions for PWS – Approved – 0133068-1334-DSGP/02
Construction of Domestic Wastewater Collection/Transmission System – Approved – CS41- 0182518-584-DWC/CM
Esplanade at Azario Phase II
Construction of Water Main Extensions for PWS – Approved – 0133068-1371-DSGP/02
Construction of Domestic Wastewater Collection/Transmission System – Approved – CS41- 0182518-605-DWC/CM

District Financed Improvements

The improvements necessary to service the Development which will be financed by the Lakewood Ranch Stewardship District include utility facilities, stormwater management improvements, and perimeter berm and landscaping as detailed below:

Utility Facilities

Water and wastewater facilities will be financed by the District and dedicated to Manatee County. The water and wastewater service, operation, and maintenance will be provided by the County. The County has sufficient capacity to serve the Development’s water and wastewater needs at build out. Facilities will be designed and constructed in accordance with County and Florida Department of Environmental Protection Standards.

The water facilities include potable distribution mains along with necessary valving, fire hydrants and water services to individual units and common areas. Approximately 14.8 miles of 6, 8, 10 and 12-inch water mains will be constructed. The planned water distribution system is shown in Exhibit 2.

Wastewater facilities include gravity collection lines with individual services, lift stations, and force mains to connect to the facilities being constructed along 44th Avenue and Uihlein Road. An estimated 13.3 miles of 8-inch collection line and 3.6 miles of on-site 6, 8, and 10-inch force main, and 5 sewage lift stations are to be constructed. The planned sewer collection and transmission system are shown in Exhibit 3.

District’s Surface Water Management
The surface water management improvements in the Development consist of two separate categories: Earthwork and Drainage Facilities. The Drainage Facilities include the roadway drainage pipes and structures, piping interconnections, control and outfall structures. The Earthwork category of the Surface Water Management is the effort necessary to construct the stormwater detention facilities (ponds and lakes) and provide flood protection. There are approximately 146.8 acres of stormwater ponds. The District will, through easement dedications by the Developer, acquire ownership of the ponds and lakes for stormwater purposes and will finance the acquisition of the same. The surface water management system is designed and constructed in accordance with Manatee County and South West Florida Water Management District (SWFWMD) Standards for flood protection, stormwater quality treatment and attenuation. There are approximately 39 acres of wetlands and conservation/preservation areas within the development boundary. The Master Surface Water Management is shown in Exhibit 4.

Perimeter Berm & Landscaping
Perimeter Berm and Landscaping will be financed by the District and dedicated to the District. These costs will include the grading of the perimeter berm and landscaping around the perimeter of the development.

Page 6 of 7

Professional and Permit Fees

Professional and permit fees will be funded by the District as part of the Capital Improvement Program and consist of typical soft costs associated with development projects of this size. These generally consist of consultant fees for design, permitting, and management of the Capital Improvement Project, Permit Fees, Legal Fees, etc.

Summary & Conclusion

Azario at Lakewood Ranch is designed in accordance with current governmental regulations and requirements. The development will serve its intended function so long as the construction is in substantial compliance with the design. The cost estimates provided are reasonable to complete the required improvements and it is our professional opinion that the infrastructure improvements will benefit and add value to the District. The cost estimates are based on prices currently being experienced in Southwest Florida. Actual costs may vary depending on final engineering and approvals from regulatory agencies.

Page 7 of 7

WALDROP

CIVIL ENGINEERING & LAND DEVELOPMENT CONSULTANTS

28100 BONITA GRANDE DRIVE - SUITE 305 BONITA SPRINGS, FL 34135
P: 239-405-7777 F: 239-405-7899 EMAIL: info@waldropengineering.com

I I

POND V1 SHW = 50.00

65'x65' WELL EASEMENT	N
I
W

POND Z1 SHW = 43.00

POND Y3 SHW = 46.00

POND Y1 SHW = 46.00

POND X1 SHW = 47.50

POND W1 SHW = 48.50

POND J1 SHW = 51.50

POND I1 SHW = 53.00

POND D1 SHW = 55.00

POND BB1 SHW = 57.00

AA - AMENITY C
(±0.6 AC)

POND Y2 SHW = 46.00
2

1	LS

POND H1 SHW = 54.00

POND BB2 SHW = 57.00

POND X3 SHW = 47.50

POND X2	8
SHW = 47.50

POND K1 SHW = 51.00

MASTER ENGINEER'S REPORT CDD EXHIBITS
AZARIO
CLIENT: TAYLOR MORRISON OF FLORIDA, INC
EXHIBIT 1 - MASTER SITE PLAN

POND K2 SHW = 51.00
7

9	GOLF PRACTICE AREA

POND DD1 SHW = 54.50

POND BBB4 SHW = 56.5

3
LS
POND M1 SHW = 47.00

POND K3
18	SHW = 51.00

AA - AMENITY A
(±27.2 AC)

POND B2 SHW = 57.00

POND M2 SHW = 47.00

POND C1 SHW = 54.00

POND B1 SHW = 57.00

6
POND MM1 SHW = 45.50

4

5
POND NNN1
SHW = 37.50

POND NN1 SHW = 42.00

12

POND N1 SHW1=744.00

LS

POND L1 SHW = 48.00

11

POND E1 SHW = 52.00

10

POND A5 SHW = 56.00

FAM - AMENITY A
(±5.3 AC)

POND A4 SHW = 56.00

POND A3 SHW = 56.00

POND A2 SHW = 56.00

POND L2 SHW = 48.00
LS

POND U1
16	SHW = 45.00

POND G1 SHW = 49.00

POND F1
SHW = 52.50	POND A1
SHW = 56.00

POND U2 SHW = 45.00
13

POND UU1 SHW = 45.00

14

15

PLAN REVISIONS
07/24/2020 REVISED LOT COUNTY AND PHASING

POND S1 SHW = 48.00

POND T2 SHW = 47.00

AA - AMENITY B
(±2.1 AC)

POND R1 SHW = 50.00

CDD lot Phasing Plan

POND T1 SHW = 47.00

POND TT1 SHW = 48.00

POND PP1 SHW = 49.50

POND P1 SHW = 50.50

POND O1 SHW = 52.50

POND O2 SHW = 52.50

POND Q1 SHW = 50.50

<I

2

Azario Esplanade - Golf	
	Phase 1	Phase 2	Phase	3	Phase	4	Phase	5	Phase	6	Phase	7	Total	
Single Family 45'	0	73		47	0	19	78	107	324	
Single Family 52'	2	40		34
12
14
0	64
113
31
12	0
0
0
0	58
20
0
0	0
0
0
0	198
193
97
36	
Single Family 62'	25	23								
Single Family 76'	23	29								
Single Family 90'	3	21								
Golf Tota!	53	186		107	220	19	156	107	848	
Azario Esplanade - Non-Golf	
Single Family 38'	0	102		34
0
0
0
34

61
64
52
34	0
0
0
13
13
Park East
0
0
0
0	24
0
29
54
107

25
26
38
7	72
18
59
9
158

0
0
0
0	46
2
85
0
133

0
0
0
0	278
20
249
123
670

86
90
90
41	
Single Family 45'	0	0								
Single Family 52'	2	74								
Sin le Famil 62'	32	15								
Non-Golf Tota!	34	191								
							
Single Family 42'	0	0								
Single Family 52'	0	0								
Single Family 62'	0	0								
Single Family 76'	0	0								
Fami! Total	0	0		211	0	96	0	0	307	
Phase Total	87	377								
				352	233	222	314	240	1825	

0	200

400

SCALE IN FEET

800

B:\Projects\597-016 Azario (FKA LWR1000) CDD\Drawings-Exhibits\597-016-01 Master CDD Exhibits\Current Plans\5970160101.dwg 7/24/2020 4:10:00 PM

SET NUMBER: SHEET :

597-016-01

1

J-L \;/Rl000-5C3

65'x65' WELL EASEMENT

II  I

-2.

N

WALDROP

CIVIL ENGINEERING & LAND DEVELOPMENT CONSULTANTS

28100 BONITA GRANDE DRIVE - SUITE 305 BONITA SPRINGS, FL 34135
P: 239-405-7777 F: 239-405-7899 EMAIL: info@waldropengineering.com

=

L,U

-

L,U
2.

2.
I	L,U

,_

POND Z1    - -  - [af-
SHW = 43.00

- -1

POND Y1 SHW = 46.00

POND X1 SHW = 47.50

POND W1 SHW = 48.50

J-L w'Rl000-608
POND V1
SHW = 50.00

POND J1 SHW = 51.50

POND I1 SHW = 53.00

W

I
! I
POND BB1 SHW = 57.00

6

r-  ---'-:J/1'-  -.: ut 	&-

POND Y3 SHW = 46.00

POND D1 SHW = 55.00

POND X3 SHW = 47.50

POND Y2 SHW = 46.00

POND X2 SHW = 47.50

2

POND K1
8	SHW = 51.00

1

POND K2

POND H1 SHW = 54.00

LS

POND BB2 SHW = 57.00

11

R.1.0 no-1 .:;,

MASTER ENGINEER'S REPORT CDD EXHIBITS
AZARIO
CLIENT: TAYLOR MORRISON OF FLORIDA, INC
EXHIBIT 2 - PLANNED WATER DISTRIBUITON SYSTEM

11
r	,,8

SHW = 51.00
7

9

POND DD1 SHW = 54.50

POND BBB4 SHW = 56.5

) - · proo - , I

f

11

3

11
POND M2

-

SHW = 47.00

11

1'..1R1oon-

01

LS
POND M1 SHW = 47.00

POND K3
18	SHW = 51.00

POND C1 SHW = 54.00

POND B2 SHW = 57.00

POND B1 SHW = 57.00

    '□NJ

6
POND MM1 SHW = 45.50

POND NN1 SHW = 42.00

12

POND N1 SHW1=744.00

POND L1 SHW = 48.00

11

POND E1 SHW = 52.00

10

POND A5 SHW = 56.00

s
'
0

POND A4 SHW = 56.00

POND A3 SHW = 56.00

4

LS

5
POND NNN1
SHW = 37.50

J-AMlNI I y   1J   _!}
P-L	,,,..,
;e

-.riuoon-57a)-

POND A2 SHW = 56.00

POND U1
16	SHW = 45.00

POND L2 SHW = 48.00

POND G1 SHW = 49.00

LS

'

POND F1
SHW = 52.50	POND A1	I
SHW = 56.00

='

POND T2 SHW = 47.00

POND UU1 SHW = 45.00

POND U2 SHW = 45.00
13

14

15
POND S1 SHW = 48.00

el.._-  1    .JJL..	.

r -

..J.IL - ;._'
201A	._

PLAN REVISIONS

POND R1 SHW = 50.00

>-- lt, -_- J--n,, I I =-="'
t§ b-1,,/.

(,

LEGEND	
	6" PIPE

8" PIPE

10" PIPE
12" PIPE FLOW ARROW	
0	JUNCTION	

POND T1 SHW = 47.00

POND TT1 SHW = 48.00

POND PP1 SHW = 49.50

1. 00- i. (J

POND P1 SHW = 50.50

POND O1 SHW = 52.50
POND O2
SHW = 52.50

POND Q1 SHW = 50.50

0	200

400

SCALE IN FEET

800

J-145

------==	J-178S

B:\Projects\597-016 Azario (FKA LWR1000) CDD\Drawings-Exhibits\597-016-01 Master CDD Exhibits\Current Plans\5970160102.dwg 7/24/2020 4:10:20 PM

).,J,e-ON4

SET NUMBER: SHEET :

597-016-01
2

65'x65' WELL EASEMENT

POND V1
SHW = 50.00	W

POND Z1 SHW = 43.00

POND Y3 SHW = 46.00

POND Y1 SHW = 46.00

POND X1 SHW = 47.50

POND W1 SHW = 48.50

POND J1 SHW = 51.50

POND I1 SHW = 53.00

POND D1 SHW = 55.00

POND BB1 SHW = 57.00

POND X3 SHW = 47.50

POND Y2 SHW = 46.00

POND X2 SHW = 47.50

2

POND K1
8	SHW = 51.00

1	LS

POND H1 SHW = 54.00

POND BB2 SHW = 57.00

MASTER ENGINEER'S REPORT CDD EXHIBITS
AZARIO
CLIENT: TAYLOR MORRISON OF FLORIDA, INC
EXHIBIT 3 - PLANNED SEWER COLLECTION AND TRANSMISSION SYSTEM

POND K2 SHW = 51.00
7

POND DD1 SHW = 54.50

POND BBB4 SHW = 56.5

9

3
LS
POND M1 SHW = 47.00

POND K3
18	SHW = 51.00

POND B2 SHW = 57.00

POND M2 SHW = 47.00

POND C1 SHW = 54.00

POND B1 SHW = 57.00

6
POND MM1 SHW = 45.50

4

5
POND NNN1
SHW = 37.50

POND NN1 SHW = 42.00

12

POND N1 SHW1=744.00

LS

POND L1 SHW = 48.00

11

POND E1 SHW = 52.00

10

POND A5 SHW = 56.00

POND A4 SHW = 56.00

POND A3 SHW = 56.00

POND A2 SHW = 56.00

POND L2 SHW = 48.00
LS

POND U1
16	SHW = 45.00

POND G1 SHW = 49.00

POND F1
SHW = 52.50	POND A1
SHW = 56.00

POND U2 SHW = 45.00
13

POND UU1 SHW = 45.00

14

15
POND S1 SHW = 48.00

POND T2 SHW = 47.00

PLAN REVISIONS

POND R1 SHW = 50.00

POND T1 SHW = 47.00

POND TT1 SHW = 48.00

POND PP1 SHW = 49.50

POND P1 SHW = 50.50

LEGEND

POND O1 SHW = 52.50
POND O2
SHW = 52.50

POND Q1 SHW = 50.50

4" PIPE

6" PIPE

8" PIPE

0	200	400	800

SCALE IN FEET

10" PIPE

12" PIPE

16" PIPE

24" PIPE RESERVOIR
FLOW ARROW JUNCTION

B:\Projects\597-016 Azario (FKA LWR1000) CDD\Drawings-Exhibits\597-016-01 Master CDD Exhibits\Current Plans\5970160103.dwg 7/24/2020 4:10:42 PM

WALDROP

CIVIL ENGINEERING & LAND DEVELOPMENT CONSULTANTS

28100 BONITA GRANDE DRIVE - SUITE 305 BONITA SPRINGS, FL 34135
P: 239-405-7777 F: 239-405-7899 EMAIL: info@waldropengineering.com

SET NUMBER: SHEET :

597-016-01

3

65'x65' WELL EASEMENT

POND V1
SHW = 50.00	W

POND Z1 SHW = 43.00

POND Y3 SHW = 46.00

POND Y1 SHW = 46.00

POND X1 SHW = 47.50

POND W1 SHW = 48.50

POND J1 SHW = 51.50

POND I1 SHW = 53.00

POND D1 SHW = 55.00

POND BB1 SHW = 57.00

AA - AMENITY C
(±0.6 AC)

POND X3 SHW = 47.50

3

POND Y2 SHW = 46.00
POND X2	8
SHW = 47.50

7

LS
POND M1 SHW = 47.00

2

POND K1 SHW = 51.00

18

9

POND K3 SHW = 51.00

POND K2 SHW = 51.00

1	LS

GOLF PRACTICE AREA

AA - AMENITY A
(±27.2 AC)

POND H1 SHW = 54.00

POND DD1 SHW = 54.50

POND BB2 SHW = 57.00

POND BBB4 SHW = 56.5

POND B2 SHW = 57.00

LEGEND

MASTER ENGINEER'S REPORT CDD EXHIBITS
AZARIO
CLIENT: TAYLOR MORRISON OF FLORIDA, INC
EXHIBIT 4 - MASTER SURFACE WATER MANAGEMENT

12" HDPE
15" HDPE
18" HDPE
15" RCP
18" RCP
24" RCP
30" RCP
36" RCP
42" RCP
48" RCP
54" RCP
60" RCP

POND M2 SHW = 47.00

POND C1 SHW = 54.00

POND B1 SHW = 57.00

6
POND MM1 SHW = 45.50

4

5
POND NNN1
SHW = 37.50

POND NN1 SHW = 42.00

12

POND N1 SHW1=744.00

LS

POND L1 SHW = 48.00

11

POND E1 SHW = 52.00

10

POND A5 SHW = 56.00

FAM - AMENITY A
(±5.3 AC)

POND A4 SHW = 56.00

POND A3 SHW = 56.00

POND A2 SHW = 56.00

POND L2 SHW = 48.00
LS

POND U1
16	SHW = 45.00

POND G1 SHW = 49.00

POND F1
SHW = 52.50	POND A1
SHW = 56.00

POND U2 SHW = 45.00
13

POND UU1 SHW = 45.00

14

15
POND S1 SHW = 48.00

POND T2 SHW = 47.00

AA - AMENITY B
(±2.1 AC)

PLAN REVISIONS

POND R1 SHW = 50.00

POND T1 SHW = 47.00

POND TT1 SHW = 48.00

POND PP1 SHW = 49.50

POND P1 SHW = 50.50

POND O1 SHW = 52.50

POND O2 SHW = 52.50

POND Q1 SHW = 50.50

0	200	400	800

SCALE IN FEET

B:\Projects\597-016 Azario (FKA LWR1000) CDD\Drawings-Exhibits\597-016-01 Master CDD Exhibits\Current Plans\5970160104.dwg 7/24/2020 4:11:07 PM

WALDROP

CIVIL ENGINEERING & LAND DEVELOPMENT CONSULTANTS

28100 BONITA GRANDE DRIVE - SUITE 305 BONITA SPRINGS, FL 34135
P: 239-405-7777 F: 239-405-7899 EMAIL: info@waldropengineering.com

SET NUMBER: SHEET :

597-016-01

4

AZARIO (FKA LWR 1000) EXHIBIT 5 - INFRASTRUCTURE COST

Date:	11/12/2019

BUILDOUT UTILITY SUMMARY

Category	Total CDD Debt	
Stormwater	$	17,006,463.30	
Engineering & Survey	$	1,112,455.00	
Perimeter Berm & Landscaping	$	507,064.00	
Wastewater	$	8,360,454.37	
Potable Water	$	6,201,880.38	
Sub-Total	$	33,188,317.05	
Contigency	$	2,575,003.94	
Site Total	$	35,763,320.99	

Notes:
This Opinion of Probable Cost (OPC) shall be used for budgeting purposes only.
This OPC is based on the engineer's understanding of the current rules, regulations, ordinances, and construction costs in effect on the date of this document. Interpretations of these construction costs may affect this OPC, and may require adjustments to delete, decrease, or increase portions of this OPC.
All costs provided in this OPC are based on recent contract prices, or the engineer's latest known unit costs. Unit prices are subject to change due to unpredictable and uncontrollable increases in the cost of concrete, petroleum, or the availability of materials and labor.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Supplemental Assessment Methodology Report

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT SERIES LAKEWOOD RANCH STEWARDSHIP DISTRICT NORTHEAST SECTOR AZARIO PROJECT AREA
SERIES 2020 BONDS

July 2020

Prepared for:

Board of Supervisors,
Lakewood Ranch Stewardship District

Prepared on July 25, 2020

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 32817

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT
NORTHEAST SECTOR AZARIO PROJECT AREA SERIES 2020 BONDS July 25, 2020

Introduction

Background

The Lakewood Ranch Stewardship District (“District”) was created on June 17, 2005. The District encompasses approximately 25,605 acres in Manatee and Sarasota Counties. The District’s Azario Project Area (“Azario” and/or the “Development”) currently comprises +/- 992 acres located in the Northeast Sector (“Sector”) that contains +/- 3,853 gross acres. The District Engineer’s report of July 2020, as amended and restated, (“District Engineer’s Report”)1 provides a description of the area and a location map.

The District adopted its Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area, dated October 4, 2019 (“Master Methodology”) at its December 6, 2019 meeting. Azario’s landowner and developer of Azario, Taylor Morrison of Florida, Inc. (“Landowner”), has entered into negotiations with SMR Northeast, LLC to purchase an additional 19.1 acres of land located within the District’s boundaries just outside of the northeast corner of the Development (the “Expansion Parcel”). Upon successful expansion of the Development’s boundaries, Azario will include 1,011 acres. The Landowner has updated the development plan for Azario to include a total of 1,825 residential units.

The District previously issued its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector - Phase 1B Project) (the “2018 Northeast Sector Phase 1B Bonds”) to construct a portion of the Northeast Sector Improvements which are partially secured by special assessments levied on the same lands encumbered by the 2020 Bonds secured by the Series 2020 Assessments. Further, the District previously issued its Special Assessment Revenue Bonds, Series 2019 (Azario Project) (the “2019 Azario Bonds”) to construct a portion of the Azario CIP, defined herein, in the estimated amount of $11.4 million. The 2019 Azario Bonds are partially secured by special assessments levied on the same lands encumbered by the Special Assessment Revenue Bonds, Series 2020 (“Bonds” and/or “Series 2020 Bonds”) secured by the Series 2020 Assessments.

The Series 2020 Bonds will fund neighborhood infrastructure within the Development. The Series 2020 Assessments levied in connection with the 2020 Bonds are only intended to be levied on all 1,518 units planned within the Azario Esplanade Neighborhood (“Azario Esplanade”), as discussed further herein. Table 1 displays projected land use plan for the Development and its planned 1,825 residential units.

1 Waldrop Engineering (July 2020), “Engineer’s Report Azario Lakewood Ranch”

Table 1: Projected Land Use Plan – Azario

Category	Units
Azario - Active Adult Golf Lot (Front Feet)
42’	324
52’	198
62’	193
76’	97
90’	36
======
Subtotal	848
Non-Golf Lot (Front Feet)
38’/45’	296
52’	251
62’	123
======
Subtotal	670
======

Total Azario Esplanade

Park East	1,518	
42’	86	
52’	91	
62’	89	
76’	41	
Subtotal	307	
Total	1,825	
Source: The Landowner

Assessment Methodology

Overview

This Supplemental Assessment Methodology Report Series Lakewood Ranch Stewardship District Northeast Sector Azario Project Area Series 2020 Bonds (“Supplemental Methodology”) provides a methodology for allocating the assessments securing the repayment of the planned Series 2020 Bonds to be issued by the District. This Supplemental Report applies and operates pursuant to the methodology outlined in the Master Methodology.

The District’s Capital Improvement Plan for the Development and the District Engineer’s Estimate of Cost

Based upon the projected land use plan for the Development created by the Landowner, the District Engineer has developed the Capital Improvement Plan (“Azario CIP”) for the Development. These cost estimates are summarized in Table 2 below. The Engineer estimates a total project cost of $35,763,321. The Azario CIP estimate excludes financing costs and interest expenses.

Table 2: District Engineer’s Estimated Costs for
The District’s Capital Improvement Program for the Development

Category	Total
Stormwater	$17,006,463
Wastewater	$8,360,454
Potable Water	$6,201,880
Engineering & Survey	$1,112,455
Perimeter Berm & Landscaping	$507,064
Contingency	$2,575,004
==========
Total	$35,763,321
Note: Upon consummation of the sale of the Expansion Parcel, the Master Methodology will be amended to reflect the cost categories and total costs identified in Table 2 above.
Source: Waldrop Engineering (July 2020), “Engineer’s Report Azario Lakewood Ranch” for the total and PFM for the District Component

Table 3 provides a summary of the Series 2020 Bonds totaling $5,670,000 that will fund a portion of the District’s AzarioCIP.

Table 3: Estimated Size of the Series 2020 Bonds for the District Portion of The Azario CIP

Bond Sizing	Amount	
Construction Account	$5,174,045	
Debt Service Reserve Fund	$174,045	
Capitalized Interest	$42,525	
Costs of Issuance	$165,985	
Underwriter's Discount	$113,400	
Rounding	$0
==========	
Total	$5,670,000	
Source: MBS Capital Markets, LLC

The debt service reserve account is set initially at 50% of maximum annual debt service. The bond sizing includes two months of capitalized interest. The underwriter’s discount is estimated at 2.0%. This allowance pays the underwriter for taking the risks involved in purchasing the District’s bonds. The cost of issuance pays for the trustee, financial advisor, district counsel and other costs associated with issuing the District's bonds.

Allocation to Benefiting Properties

As described above, until such time as either: (a) properties are sold along with their entitlements or (b) plats are recorded; the specific land uses in the District are not known with certainty. Therefore, at the outset, the debt is allocated on an acreage basis across all benefited acres in the Azario project area totaling approximately 1,011 acres after the completion of the contemplated purchase and addition of the 19.1 acres constituting the Expansion Parcel. As the sale and platting process unfolds, the District will more finely articulate the allocation of debt to benefiting properties based on their land uses. While all lands within the Development benefit from the Azario CIP, the Developer will contribute infrastructure included in the Azario CIP that will completely satisfy the 2020 Assessments that would otherwise have been levied for the benefit derived from the Azario CIP on certain development tracts within the Development, specifically the Park East Neighborhood planned for 307 residential units. The 2020 Bonds were sized to correspond to the collection of Series 2020 Assessments from the 1,518 residential lots planned within Azario Esplanade of the Development. Table 4 summarizes the allocation of the Series 2020 Bonds totaling $5,670,000 within Azario Esplanade.

Table 4. Allocation of Total Series 2020 Debt

Category
Azario - Active Adult Golf Lot (Front Feet)	Units	Par/Unit	Total Par	
42	324	$805	$260,830	
52	198	$3,864	$765,102	
62	193	$6,440	$1,242,969	
76	97	$9,660	$937,057	
90	36	$12,881	$463,698	
Non-Golf Lot (Front Feet)
38/45	
296	
$805	
$238,289	
52	251	$3,864	$969,902	
62	123
==========	$6,440	$792,151
==========	
Total	1,518		$5,670,000	
Source: PFM Financial Advisors LLC

Table 5 presents the annual debt service allocations to the benefitting properties based on their allocation of total par debt shown in Tables 5 and 6, using the estimated average coupon interest rate of 4.5% on the Series 2020Bonds. The administrative charges include an allowance for the early payment of property taxes of 4% (since the assessments will be collected along with all other property taxes using the Uniform Method of collection) and a 3% charge by the Property Tax Collector and the Property Tax Assessor for their collection services.

Table 5. Allocation of Annual Debt Service for the Series 2020 Bonds

Category

Azario - Active Adult Golf Lot (Front Feet)	Debt Service/Unit	Administrative
Charges	Total Annual Debt
Service	
42’	$49	$4	$53	
52’	$237	$18	$255	
62’	$395	$30	$425	
76’	$593	$45	$638	
90’	$791	$60	$850	
Non-Golf Lot (Front Feet)
38’/45’	
$49	
$4	
$53	
52’	$237	$18	$255	
62’	$395	$30	$425	
Source: PFM Financial Advisors LLC

Table 6 demonstrates that the allocation of Series 2020 Bonds, as described above, will provide the debt service payments required for the Series 2020 Bonds.

Table 6. Total Debt Service Allocations for the Series 2020 Bonds

Category

Azario - Active Adult Golf Lot (Front Feet)	Units	Total Debt Service	Administrative Charges	Total Annual Debt Service	
42’	324	$16,013	$1,205	$17,218	
52’	198	$46,971	$3,535	$50,506	
62’	193	$76,308	$5,744	$82,051	
76’	97	$57,527	$4,330	$61,857	
90’	36	$28,467	$2,143	$30,610	
Non-Golf Lot (Front Feet)					
38’/45’	296	$14,629	$1,101	$15,730	
52’	251	$59,544	$4,482	$64,026	
62’	123
==========	$48,631
==========	$3,660
==========	$52,292
==========	
Total	1,518	$348,090	$26,200	$374,290	
Source: PFM Financial Advisors LLC

Upon the successful expansion of the Development’s boundaries, the Master Methodology will be amended to reflect the 1,825 units planned within the Development. Thus, as previously noted above, based on the sizing of the 2020 Bonds, the Series 2020 Assessments will be allocated to all 1,518 residential units located in Azario Esplanade, inclusive of the density planned within the Expansion Parcel. Thus, upon closing on the 2020 Bonds, $X of net proceeds will be deposited and held in the Retainage Subaccount in the 2020 Acquisition and Construction Account established for the seventy- five (75) lots pending zoning approval and completion of the modification of the assessment process for the forty-eight (48) units within the Expansion Parcel. To the extent modifications to the zoning ordinance and the required modifications to the Assessment Proceedings have not been completed by March 15, 2021, the monies held in the Retainage Subaccount (together with proceeds from the 2020 Debt Service Reserve Account) will be transferred to the 2020 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the 2020 Bonds applicable to such seventy-five (75) lots.

True Up Mechanism

The true up mechanism provides a critical safeguard in the assessment process preventing a buildup of debt on undeveloped properties. The mechanism has two parts: (1) establishment of the Ceiling Amount and (2) application of the test to assure the Ceiling is not exceeded. The Ceiling Amount is established by dividing: (a) the debt that is not allocated to platted properties in Azario by (b) the number of unplatted acres of properties in Azario.

The District’s Series 2020 Bonds total $5,670,000. Based on the total expected acreage in the Azario project area of 1,011 after the completion of the contemplated purchase and addition of the 19.1 acres, Ceiling Amount would be set at $5,610 per gross acre calculated as $5,670,000 / 1,011 acres.

The second part of the process is the application of the test to assure that a plat does not cause the debt on the remaining unplatted acres to exceed the Ceiling Amount. The test is conducted at the platting thresholds of 25%, 50%, 75% and 90% based on gross acreage. Table 7 displays the timing for these tests.

At each threshold the District would calculate the remaining unallocated debt per unplatted acre. If the remaining debt per unplatted acre is below the Ceiling Amount, then no further action is needed. However, if the remaining debt were to be above the Ceiling Amount, then the Landowner would be obligated to make a True Up payment to bring the debt per unplatted acre down below the Ceiling Amount.

TABLE 7. STAGE OF DEVELOPMENT FOR TRUE UP TEST

Category	25%	50%	75%	90%	
Cumulative Acres	253	505	758	910	
Unallocated Acres	758	505	253	101	
Source: PFM Financial Advisors LLC

Tax Identification Number	Acres	Par Debt	Annual Assessment	Administrative Fees	Total Annual Assessment	

576000209	991.51	$5,562,840	$341,511	$25,705	$367,216	
Expansion Parcel	19.10
========	$107,160
===========	$6,579
===========	$495
===========	$7,074
===========	
Total	1,010.61	$5,670,000	$348,090	$26,200	$374,290	

3.0

Tax Roll

Table 8 presents the tax roll for Azario. The benefitted parcels are identified by parcel numbers at this juncture. When the Manatee County Property Appraiser assigns tax identification numbers, the District will update the tax roll. The annual assessment amount is calculated based on an interest rate of 4.5% and a term of 30-years. The administrative charges include charges of 1.5% for the Manatee County Property Tax Assessor, 1.5% for the Manatee County Property Appraiser, and a 4% collection allowance for early payment of property taxes.

Table 8. Tax Roll

Source: PFM Financial Advisors LLC

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2020-35

RESOLUTION 2020-35

A RESOLUTION OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SUPPLEMENTING ITS RESOLUTION 2005-16 BY AUTHORIZING THE ISSUANCE OF AND AWARDING THE SALE OF NOT EXCEEDING
$6,500,000 PRINCIPAL AMOUNT OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (AZARIO PROJECT) 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 TWENTY-EIGHTH 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 (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

26698/011/01509988.DOCXv1

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 2020 (Azario Project) in a principal amount not exceeding $6,500,000 (collectively, the "2020 Bonds"), to approve the Supplemental Indenture (hereinafter defined) and to provide for various other matters relating to the issuance of the 2020 Bonds; and

WHEREAS, this Resolution is supplemental to the First Resolution; and

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF LAKEWOOD RANCH STEWARDSHIP DISTRICT, as follows:

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
$6,500,000 principal amount of 2020 Bonds. The 2020 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 Twenty-Eighth Supplemental Trust Indenture dated as of September 1, 2020 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.

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 Exhibit A hereto and the Chairman or the Vice Chairman of the Board of Supervisors (the "Board") is 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 2020 Bonds to the Underwriter is in the best interests of the District because of prevailing market conditions, because delays caused by soliciting competitive bids could adversely affect the District's ability to issue and deliver the 2020 Bonds at presently favorable interest rates, and

26698/011/01509988.DOCXv1
2

because the nature of the security for the 2020 Bonds and the sources of payment of debt service on the 2020 Bonds requires the participation of an underwriter in structuring the 2020 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 2020 Bonds shall not exceed $6,500,000, (ii) the net interest cost shall not exceed the maximum allowable by Florida law, (iii) the 2020 Bonds shall be subject to optional redemption no later than May 1, 2033, shall have a maturity date no later than May 1, 2051, 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 2020 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 2020 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 2020 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 2020 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 2020 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 or Vice 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 2020 Bonds.

SECTION 7. Form of Bonds. The 2020 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 2020 Bonds shall approve, such approval to be conclusively evidenced by the execution of the 2020 Bonds (by manual or facsimile

26698/011/01509988.DOCXv1
3

signature) by such officials. The Board hereby authorizes and approves the use of a facsimile of the District seal on the 2020 Bonds.

SECTION 8. Continuing Disclosure Agreement. The form and content of the Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") relating to the 2020 Bonds attached hereto as Exhibit D is hereby approved. The Chairman or Vice 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, this 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 2020 Bond Proceeds. Proceeds of the 2020 Bonds, shall be applied as provided in the Supplemental Indenture.

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 2020 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 PFM Group Consulting, LLC, as the District Manager and PFM Financial Advisors LLC, as District Financial Consultant, and any authorized designee thereof (collectively, the "District Officers"), Bryant Miller Olive P.A., as Bond Counsel, Hopping Green & Sams P.A., as General Counsel to the District, Stantec Consulting Services, Inc., as District Engineer, and Waldrop Engineering, as Consulting Engineer, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the 2020 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 the Board and the officers, agents, and employees of the District in furtherance of the issuance of the Bonds are hereby approved, confirmed and ratified.

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.

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SECTION 14. Engineer’s Report. The Board hereby approves of changes to the engineer’s report prepared in connection with the issuance of the 2020 Bonds (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 2020 Bonds.

SECTION 15. Assessment Methodology Report. The Board authorizes further modifications and supplements to the assessment methodology report(s) previously approved by the Board to conform such report(s) to the marketing and sale of the 2020 Bonds.

SECTION 16. Severability. If any section, paragraph, clause or provision 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]

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SECTION 17. Effective Date. This Resolution shall become effective immediately upon its adoption.

ADOPTED this 7th day of August, 2020.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

[SEAL]

By:
Chairman, Board of Supervisors

ATTEST:

By:
Secretary

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EXHIBIT A

FORM OF TWENTY-EIGHTH SUPPLEMENTAL INDENTURE

BMO DRAFT
7/29/20

TWENTY-EIGHTH SUPPLEMENTAL TRUST INDENTURE BETWEEN
LAKEWOOD RANCH STEWARDSHIP DISTRICT AND
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of September 1, 2020 securing
$ 	
Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020
(Azario Project)

TABLE OF CONTENTS

This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of the Twenty-Eighth Supplemental Trust Indenture.
ARTICLE I DEFINITIONS	3
Section 101.	Definitions	3
ARTICLE II AUTHORIZATION, ISSUANCE AND PROVISIONS OF THE 2020 BONDS	11
Section 201.	Authorization of 2020 Bonds	11
Section 202.	Terms of 2020 Bonds	12
Section 203.	Dating; Interest Accrual	13
Section 204.	Denomination	13
Section 205.	Paying Agent	13
Section 206.	Bond Registrar	13
Section 207.	Conditions Precedent to Issuance of the 2020 Bonds	13
Section 208.	Continuing Disclosure	14
ARTICLE III REDEMPTION OF 2020 BONDS	15
Section 301.	2020 Bonds Subject to Redemption and Purchase	15
ARTICLE IV DEPOSIT OF 2020 BOND PROCEEDS AND APPLICATION THEREOF;
ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF	15
Section 401.	Establishment of Accounts	15
Section 402.	Use of 2020 Bond Proceeds	15
Section 403.	2020 Acquisition and Construction Account	16
Section 404.	2020 Costs of Issuance Account	17
Section 405.	2020 Reserve Account	17
Section 406.	Application of Prepayment Principal	18
Section 407.	Tax Covenants and Rebate Accounts	18
Section 408.	Establishment of 2020 Revenue Account in Revenue Fund;
Application of Revenues and Investment Earnings	18
ARTICLE V COVENANTS AND DESIGNATIONS OF THE DISTRICT	21
Section 501.	Provision Relating to Bankruptcy or Insolvency of Landowner	21
Section 502.	Collection of Series 2020 Assessments	22
Section 503.	No Parity Bonds; Limitation on Additional Bonds	23
i

Section 504.	Covenant With Regard to Enforcement and Collection of
Delinquent Assessments.	23
ARTICLE VI MISCELLANEOUS PROVISIONS	24
Section 601.	Additional Events of Default and Remedies	24
Section 602.	Foreclosure of Assessment Lien	24
Section 603.	Interpretation of Twenty-Eighth Supplemental Indenture	25
Section 604.	Amendments	25
Section 605.	Counterparts	25
Section 606.	Appendices and Exhibits	25
Section 607.	Payment Dates	25
Section 608.	No Rights Conferred on Others	25
Section 609.	Use of 2020 Acquisition and Construction Account Moneys and
Other Trust Funds.	26
Section 610.	Bond Year.	26
ARTICLE VII THE TRUSTEE; THE PAYING AGENT AND BOND REGISTRAR	26
Section 701.	Acceptance of Trust	26
Section 702.	Trustee’s Duties	26
Section 703.	Brokerage Confirmations	26
Section 704.	Assignment of District’s Rights under Collateral Assignment Agreement	26
Section 705.	Patriot Act Requirements of Trustee.	26
Exhibit “A”	[Amended and Restated] Master Engineer’s Report for Azario Lakewood Ranch, dated 	, 2020
Exhibit “B”	Form of 2020 Bonds

ii

TWENTY-EIGHTH SUPPLEMENTAL TRUST INDENTURE

THIS  TWENTY-EIGHTH   SUPPLEMENTAL   TRUST   INDENTURE   (the “Twenty-
Eighth Supplemental Indenture”) dated as of September 1, 2020, between LAKEWOOD RANCH	STEWARDSHIP	DISTRICT,	(the	“District”)	and	U.S.	BANK	NATIONAL
ASSOCIATION, as 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” and, together with this Twenty-Eighth Supplemental Trust Indenture, collectively referred to herein 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 by the Governing Body of the District on August 23, 2005 (the “Bond Resolution”), the District has authorized the issuance of not exceeding $4,000,000,000 of its Bonds and authorized the execution and delivery of the Master Indenture to secure the issuance of the Bonds; and

WHEREAS, the Bonds were validated by the Circuit Court of the Twelfth Judicial Circuit of the State of Florida in and for Manatee and Sarasota Counties in a Final Judgment Validating Bonds rendered on December 20, 2005, and the appeal period from such final judgment has expired with no appeal being taken; and

WHEREAS, the Governing Body of the District has duly adopted resolutions providing for the acquisition, construction and installation of certain public infrastructure improvements for the portion of the District known as Azario (such public infrastructure being referred to herein as the "Azario CIP"), providing estimated costs of the Azario CIP, defining assessable property to be benefitted by the Azario CIP, defining the portion of the Costs of the Azario CIP with respect to which Assessments will be imposed and the manner in which such Assessments shall be levied against such benefited property within the District, stating the intent of the District to issue Bonds secured by such Assessments to finance the Costs of the Azario CIP and, following a public hearing, the District adopted a resolution to fix and establish the Assessments and benefited property, as supplemented with respect to the 2020 Bonds (as defined below); and

WHEREAS, pursuant to the Bond Resolution, as supplemented by Resolution No. 2020- 35 adopted by the Governing Body of the District on August 7, 2020, the District has authorized the issuance,  sale  and delivery of its $ 	Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the “2020 Bonds”) as a Series of Bonds under the Master Indenture and authorized the execution and delivery of this Twenty-Eighth Supplemental Indenture to secure the issuance of the 2020 Bonds for the principal purpose of acquiring and constructing a portion of the Azario CIP (the "2020 Project"); and

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WHEREAS, the District will apply the proceeds of the 2020 Bonds to: (i) finance the Costs of the acquisition, construction, installation and equipping of the 2020 Project; (ii) pay certain costs associated with the issuance of the 2020 Bonds; (iii) pay the interest to become due on the 2020 Bonds on November 1, 2020; and (iv) fund the 2020 Reserve Account; and

WHEREAS, the execution and delivery of the 2020 Bonds and of this Twenty-Eighth Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the 2020 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Twenty- Eighth Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the 2020 Trust Estate (as hereinafter defined) have been done.

NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS TWENTY- EIGHTH SUPPLEMENTAL 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 2020 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 2020 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 Twenty- Eighth Supplemental Indenture and in the 2020 Bonds: (a) has executed and delivered this Twenty-Eighth 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 2020 Assessments levied and imposed pursuant to the Assessment Proceedings as the same may be amended from time to time (the “2020 Pledged Revenues”) and the Funds and Accounts (except for the 2020 Rebate Account and the 2020 Costs of Issuance Account) established hereby (the “2020 Pledged Funds”) which shall comprise a part of the Trust Estate securing only the 2020 Bonds, (the “2020 Trust Estate”);

TO HAVE AND TO HOLD all the same by the Master Indenture and hereby granted, bargained, sold, conveyed, transferred, assigned and pledged, or agreed or intended so to be, to the Trustee and its successors in trust and to it and its assigns forever;

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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 2020 Bonds issued or to be issued under and secured by this Twenty-Eighth Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any 2020 Bond over any other 2020 Bond by reason of priority in their issue, sale or execution;

PROVIDED HOWEVER, that if the District, its successors or assigns, shall well and duly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the 2020 Bonds or any 2020 Bond secured and Outstanding under this Twenty-Eighth Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the 2020 Bonds and this Twenty-Eighth 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 Twenty-Eighth 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 Twenty- Eighth Supplemental Indenture, then upon such final payments, this Twenty-Eighth Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all 2020 Bonds or any 2020 Bond of a particular maturity, otherwise this Twenty-Eighth Supplemental Indenture shall remain in full force and effect;

THIS TWENTY-EIGHTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH,
and it is expressly declared, that all 2020 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 Twenty-Eighth Supplemental Indenture), including this Twenty-Eighth 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 2020 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 addition, unless the context clearly requires otherwise, the following terms used herein shall have the following meanings:

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“2020 Investment Obligations” shall mean and include any of the following securities, in addition to Investment Obligations as defined in the Master Indenture, if and to the extent the same are at the time legal investments for funds of the District, if and to the extent the same are at the time legal investments for funds of the District:

Government Obligations;

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

commercial paper rated in the two highest rating categories by both Moody’s and S&P;

obligations of any state of the United States or political subdivision thereof or constituted authority thereof the interest on which is exempt from federal income taxation under Section 103 of the Code and rated in one of the two highest rating categories by both Moody’s and S&P;

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;

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,

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

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

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 the Collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books);

The repurchase agreement shall state and an opinion of counsel in form and in substance satisfactory to the District shall be rendered and addressed to the District and the Trustee 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 in the form of a written agreement, and such agreement shall require the provider to give written notice to the Issuer and the Trustee of any change in its long-term debt rating;

The District or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction;

The District and the Trustee shall receive the opinion of counsel (which opinion shall be addressed to the District and the Trustee and shall be in form and substance satisfactory to the District) 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 respect to the repurchase transaction shall be payable no less frequently than quarterly;

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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 Twenty-Eighth Supplemental Indenture;

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

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 control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement.

If such investments are held by a third-party, they shall be held as agent for the benefit of the Trustee as fiduciary for the Beneficial Owners and not as agent for the bank serving as Trustee in its commercial capacity or any other party and shall be segregated from securities owned generally by such third party or bank;

any other investment approved in writing by the Majority Owners;

bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are rated in one of the three highest rating categories by both Moody’s and S&P or in one of the two highest categories by either S&P or Moody’s; and

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:

interest is paid on any date interest is due on the 2020 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;

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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 Twenty-Eighth Supplemental Indenture;

the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount;

the Trustee receives an opinion of counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;

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 District and 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:

collateralize the agreement at levels, sufficient to maintain an “AA” rated investment from S&P and an “Aa2” from Moody’s with a market to market approach, or

assign the agreement to another provider, as long as the minimum rating criteria of “AA” rated investment from S&P and an “Aa2” from Moody’s with a market to market approach; or

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

repay all amounts due and owing under the agreement.

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 entire amount invested plus accrued interest without penalty or premium.

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

other investments permitted by Florida law.

Under all circumstances, the Trustee shall be entitled to conclusively rely that any investment directed by an Authorized Officer of the District is permitted under the Indenture and is a legal investment of funds of the District.

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“2020 Project” shall mean that portion of the Azario CIP acquired and/or constructed with proceeds of the 2020 Bonds.

“2020 Reserve Account Requirement” shall mean, as calculated from time to time, as of any date of calculation, [fifty percent (50%)] of the Maximum Annual Debt Service Requirement, which as of the date of issuance of the 2020 Bonds is $ 	.

“Acquisition Agreement” shall mean the Agreement between the District and the Landowner Regarding the Acquisition of Certain Work Product and Infrastructure (Azario Project), dated December 9, 2019.

“Assessment Interest” shall mean the interest on Series 2020 Assessments received by the District which is pledged to the 2020 Bonds, other than Delinquent Assessment Interest.

“Assessment Methodology” shall mean the Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area dated October 4, 2019, as updated from time to time, and as supplemented by the Supplemental Assessment Methodology Report Series Lakewood Ranch Stewardship District Northeast Sector Azario Project Area Series 2020 Bonds, dated 	 , 2020.

“Assessment Principal” shall mean the principal amount of Series 2020 Assessments received by the District which are pledged to the 2020 Bonds, other than Delinquent Assessment Principal and Prepayment Principal.

“Assessment Proceedings” shall mean the Assessment Resolution and the Assessment Methodology.

“Assessment Resolution” shall mean, collectively, Resolution Nos. 2020-03, 2020-04, 2020-09, 2020- , and any supplemental resolutions of the District with respect to the establishment, levy and collection of the Series 2020 Assessments.

“Beneficial Owner” shall mean the owners from time to time of the 2020 Bonds for federal income tax purposes.

“Bond Depository” shall mean the securities depository from time to time under Section 201 hereof, which may be the District.

“Bond Participant” shall mean those broker-dealers, banks and other financial institutions from time to time for which the Bond Depository holds 2020 Bonds as securities depository.

[“Collateral Assignment Agreement” shall mean the Collateral Assignment and Assumption of Development and Contract Rights Relating to the Azario Project between the District and the Landowner dated September , 2020.]

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[“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 Azario CIP not paid for by the District from proceeds of the 2020 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 2020 Bonds and as amended from time to time in accordance with the terms thereof.

“Date of Completion” with respect to the 2020 Project shall mean: either (a) the date upon which the 2020 Project 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 2020 Project 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 2020 Project 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.

“Declaration of Consent to Jurisdiction” shall mean the Declaration of Consent to Jurisdiction of Lakewood Ranch Stewardship District and to Imposition of Special Assessments (Azario Project) dated as of September , 2020.

“Delinquent Assessment Interest” shall mean the interest on Series 2020 Assessments received by the District which is pledged to the 2020 Bonds and deposited with the Trustee after the date on which such Assessment Interest has become due and payable.

“Delinquent Assessment Principal” shall mean the principal amount of Series 2020 Assessments received by the District which are pledged to the 2020 Bonds and deposited with the Trustee after the date on which such Assessment Principal has become due and payable.

“District Manager” shall mean PFM Group Consulting LLC, and its successors and assigns.

“DTC” shall mean The Depository Trust Company, New York, New York, and its successors and assigns.

“Interest Payment Date” shall mean each May 1 and November 1, commencing November 1, 2020.

“Landowner” shall mean Taylor Morrison of Florida, Inc., a Florida corporation, or any successor or assign thereof.

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“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 mean the Beneficial Owners of more than fifty percent (50%) in Outstanding principal amount of the Outstanding 2020 Bonds.

“Maximum Assessment Levels” shall mean the following per unit annual gross debt service assessment levels as shall be evidenced by a Maximum Assessment Level Certification:

Product	Maximum Annual
Assessment Levels(1)	
Townhomes	$1,480	
Villas	$1,830	
40' - 49'	$1,830	
50' - 59'	$2,080	
60' - 69'	$2,330	
70' - 79'	$2,680	
80' - 89'	$2,930	
90' - 99'	$2,930	

(1) Inclusive of the Series 2020 Assessments.

“Maximum Assessment Level Certification” shall mean a certificate of the District’s District Manager that the Assessments for capital projects pledged to any Series of Bonds do not exceed the Maximum Assessment Levels and on which the Trustee may conclusively rely as to the matters set forth therein.

“Nominee” shall mean the nominee of the Bond Depository, which may be the Bond Depository, as determined from time to time pursuant to this Twenty-Eighth Supplemental Indenture.

“Participating Underwriter” shall have the meaning ascribed to it in the Continuing Disclosure Agreement.

“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.

“Quarterly Redemption Date” shall mean each February 1, May 1, August 1 and November 1.

“Series 2020 Assessments” shall mean the non-ad valorem special assessments including the interest thereon designated as pledged to secure the 2020 Bonds in the Assessment Proceedings.

“Substantially Absorbed” shall mean the date on which the principal amount of the Series 2020 Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the 2020 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 singular number shall, where the context requires, import the plural number and vice versa.

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF THE 2020 BONDS

Section 201.  Authorization  of 2020 Bonds. The 2020 Bonds are hereby authorized to  be  issued in  the aggregate principal amount of 	for the purposes enumerated in the recitals hereto. The 2020 Bonds shall be substantially in the form set forth as Exhibit “B” to this Twenty-Eighth Supplemental Indenture. Each 2020 Bond shall bear the designation “2020- R” and numbered consecutively from 1 upwards.

The 2020 Bonds shall be initially issued in the form of a separate single certificated fully registered 2020 Bond for each maturity of 2020 Bonds. Upon initial issuance, the ownership of such 2020 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 2020 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 2020 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such 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 2020 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 2020 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 2020 Bonds. The District, the Trustee,

the Bond Registrar and the Paying Agent may treat and consider the person in whose name each 2020 Bond is registered in the registration books kept by the Bond Registrar as the absolute owner of such 2020 Bond for the purpose of payment of principal, premium and interest with respect to such 2020 Bond, for the purpose of giving notices of redemption and other matters with respect to such 2020 Bond, for the purpose of registering transfers with respect to such 2020 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the 2020 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 principal of, premium, if any, and interest on the 2020 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated 2020 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 of Cede & Co., and subject to the provisions therein with respect to Record Dates, the words “Cede & Co.” in this Twenty-Eighth Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same 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 2020 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 2020 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 2020 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 2020 Bonds.   The 2020 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:

Principal Amount	Interest Rate	Maturity	
$	%	May 1, 20  	
$	%	May 1, 20  	
$	%	May 1, 20  	
$	%	May 1, 20  	

Section 203. Dating; Interest Accrual. Each 2020 Bond shall be dated the date of delivery thereof. Each 2020 Bond shall also bear its date of authentication.  Each 2020 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 2020 Bond has been paid, in which event such 2020 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the 2020 Bonds, in which event such 2020 Bond shall bear interest from its date. Interest on the 2020 Bonds shall be due and payable on each May 1 and November 1, commencing November 1, 2020, and shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 204. Denomination.  The 2020 Bonds may be issued in Authorized Denominations provided that delivery to the initial Beneficial Owners shall be in initial minimum denominations of $100,000 or integral multiples of $5,000 in excess thereof.

Section 205. Paying Agent. The District appoints the Trustee as Paying Agent for the 2020 Bonds.

Section 206. Bond Registrar. The  District appoints  the Trustee as Bond Registrar for the 2020 Bonds.

Section 207. Conditions Precedent to Issuance of the 2020 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the 2020 Bonds, all the 2020 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:

Certified copies of the Assessment Proceedings;

Executed copies of the Master Indenture and this Twenty-Eighth Supplemental Indenture;

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 2020 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 2020 Bonds is excludable from gross income for federal income tax purposes;

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 2020 Project being financed with the proceeds of the 2020 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 2020 Project,
(iii) all proceedings undertaken by the District with respect to the Series 2020 Assessments have been in accordance with Florida law, (iv) the District has taken all action necessary to levy and impose the Series 2020 Assessments, and (v) the Series 2020 Assessments are legal, valid and binding liens upon the property against which such Series 2020 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;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the 2020 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Twenty-Eighth Supplemental Indenture;

An Engineers’ Certificate or Engineers’ Certificates certifying as to the accuracy of the information set forth in the Engineer’s Report attached hereto as Exhibit A regarding the Azario CIP;

A certified copy of the final judgment of validation together with a certificate of no appeal, both in respect of the Bonds; and

Executed copies of the Acquisition Agreement, Completion Agreement, Collateral Assignment Agreement, Declaration of Consent to Jurisdiction, and Landowner True-Up Agreement.

The opinions referenced in Sections 207(c) and 207(d) shall either be addressed to the Trustee or have reliance letters to the Trustee that the Trustee is entitled to rely upon such opinions.
Payment of the net proceeds of the 2020 Bonds as set forth in Section 402 hereof shall constitute conclusive evidence that the foregoing conditions have been met to the satisfaction of the District and the Underwriter of the 2020 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 twenty-five percent (25%) aggregate principal amount of Outstanding 2020 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.

ARTICLE III REDEMPTION OF 2020 BONDS

Section 301. 2020 Bonds Subject to Redemption and Purchase. The 2020 Bonds are subject to redemption prior to maturity as provided in the form thereof set forth as Exhibit “B” to this Twenty-Eighth Supplemental Indenture. The 2020 Bonds may be purchased as provided in the Master Indenture.

Notwithstanding any other provision 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 2020 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

Section 401. Establishment of Accounts.

There are hereby established within the Acquisition and Construction Fund held by the Trustee the following accounts:

a 2020 Acquisition and Construction Account and therein a General Subaccount and a Retainage Subaccount; and

a 2020 Costs of Issuance Account.

There are hereby established within the Debt Service Fund held by the Trustee:
a 2020 Sinking Fund Account; (ii) a 2020 Interest Account; (iii) a 2020 Capitalized Interest Account; and (iv) a 2020 Redemption Account and therein a 2020 Prepayment Subaccount;

There is hereby established within the Reserve Fund held by the Trustee a 2020 Reserve Account, which account shall be held for the benefit of all of the 2020 Bonds without distinction as to 2020 Bonds and without privilege or priority of one 2020 Bond over another;

There is hereby established within the Revenue Fund held by the Trustee a 2020 Revenue Account; and

There is hereby established within the Rebate Fund held by the Trustee a 2020 Rebate Account.

Section 402.     Use of 2020 Bond Proceeds.   The net proceeds of sale of the 2020 Bonds,
$ 	(which is the face amount of 2020 Bonds, less Underwriter’s Discount of $ 	 and  [plus/less]  net  original issue [discount/premium] of $ 	) shall be delivered to the Trustee by the District and be applied as follows:

$ 	of 2020 Bond proceeds, representing the initial 2020 Reserve Account Requirement, shall be deposited to the 2020 Reserve Account; and

$ 	of 2020 Bond proceeds, representing the amount of interest to
become due on the 2020 Bonds on November 1, 2020, shall be deposited to the credit of the 2020 Capitalized Interest Account; and

$ 	of 2020 Bond proceeds, representing costs of issuance relating to the 2020 Bonds, shall be deposited to the credit of the 2020 Costs of Issuance Account; and

$ 	of 2020 Bond proceeds  remaining after the deposits above shall be deposited to the credit of the 2020 Acquisition and Construction Account, $ 		of which shall  be  deposited  to  the  credit  of  the  General Subaccount  therein and $ 		shall be deposited to the credit of the Retainage Subaccount therein.

Section 403.	2020 Acquisition and Construction Account.

Amounts on deposit in the General Subaccount of the 2020 Acquisition and Construction Account shall be applied to pay the Costs of the 2020 Project upon compliance with the requirements of the requisition provisions set forth in the Master Indenture and/or as otherwise provided herein. The Trustee is not responsible to determine if money requested to be paid by the Issuer is for an appropriate use of such moneys.

Amounts on deposit in the Retainage Subaccount of the 2020 Acquisition and Construction Account shall be retained therein and shall not be available to pay Costs of the 2020 Project, unless and until the District shall have delivered to the Trustee a certificate, on which the Trustee may conclusively rely, stating that (i) the Landowner has received the required modifications to the zoning ordinance and the required modifications to the Assessment Proceedings have been completed, all as described and contemplated in the Limited Offering Memorandum for the Series 2020 Bonds, and (ii) that the certificate is the one required under this Section 403(b) upon which the Trustee may conclusively rely. Such certificate shall also set forth the amount to be transferred from the Retainage Subaccount of the 2020 Acquisition and Construction Account into the General Subaccount of the 2020 Acquisition and Construction Account. Any amount remaining in the Retainage Subaccount in the 2020 Acquisition and Construction Account on March 15, 2021, shall be transferred to and deposited in the 2020 Prepayment Subaccount in the 2020 Redemption Account and applied to the extraordinary mandatory redemption of the 2020 Bonds on May 1, 2021, in the manner prescribed in the form of 2020 Bond set forth as Exhibit “B” hereto.

Any balance remaining in either Subaccount of the 2020 Acquisition and Construction Account after the Date of Completion of the 2020 Project and after retaining the amount, if any, of all remaining unpaid Costs of the 2020 Project set forth in the Engineer’s Certificate establishing such Date of Completion, shall be transferred to and deposited in the 2020 Prepayment Subaccount of the 2020 Redemption Account and applied to the extraordinary mandatory redemption of the 2020 Bonds in the manner prescribed in the form of 2020 Bond set

forth as Exhibit “B” hereto. At such time as there are no amounts on deposit in the 2020 Acquisition and Construction Account, including all subaccounts therein, such account and subaccounts shall be closed.

Section 404. 2020 Costs of Issuance Account. There shall be deposited in  the 2020  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 2020 Bonds. After February 1, 2021, any amounts deposited in the 2020 Costs of Issuance Account for which there is not pending with the Trustee a requisition shall be transferred to the 2020 Reserve Account if there is any deficiency therein and the remainder to the General Subaccount of the 2020 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred to the 2020 Revenue Account. At such time as there are no amounts on deposit in the 2020 Costs of Issuance Account, such account shall be closed.

Section 405. 2020 Reserve Account. Amounts on deposit in the 2020 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 2020 Interest Account and the 2020 Sinking Fund Account to pay the 2020 Bonds, without distinction as to 2020 Bonds and without privilege or priority of one 2020 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 (45th) day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Quarterly Redemption Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2020 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 2020 Reserve Account (except excess from investment earnings), shall be deposited in the General Subaccount of the 2020 Acquisition and Construction Account until the Date of Completion of the 2020 Project and on and after the Date of Completion of the 2020 Project shall be deposited in the 2020 Prepayment Subaccount. Unless and until the Trustee receives the Engineer's Certificate establishing the Date of Completion has occurred, the Trustee may rely that such condition has not occurred.

All earnings on investments in the 2020 Reserve Account, provided no deficiency exists in the 2020 Reserve Account, shall until the Date of Completion be deposited to the General Subaccount of the 2020 Acquisition and Construction Account and then on and after the Date of Completion, shall be deposited to the 2020 Revenue Account. To the extent a deficiency exists in the 2020 Reserve Account, investment earnings in such account shall remain in that account. Such account shall consist only of cash and 2020 Investment Obligations.

Notwithstanding the foregoing, on the earliest date on which there is on deposit in the 2020 Reserve Account, sufficient monies, taking into account other monies available therefore, to pay and redeem all of the Outstanding 2020 Bonds, together with accrued interest, if any, on

such 2020 Bonds to the earliest date of redemption, then the Trustee shall use the amount on deposit in the 2020 Reserve Account to pay and redeem all of the Outstanding 2020 Bonds on the earliest possible date.

The District may provide that the difference between the amounts on deposit in the 2020 Reserve Account and the 2020 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 Aa by 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 2020 Bonds, the District may withdraw any or all of the amount of money on deposit in the 2020 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 2020 Acquisition and Construction Account to be used to pay Costs of the 2020 Project, (b) after the Date of Completion, transferred to the 2020 Prepayment Subaccount and used to redeem 2020 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.

upon receipt by the Trustee be deposited to the 2020 Prepayment Subaccount of the 2020 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 Principal. The Trustee may rely upon the notification from the District which amounts paid hereunder are Prepayments and in the absence of notification as to any amounts being a Prepayment, the Trustee shall deposit such funds in the 2020 Revenue Account. Amounts on deposit in the 2020 Prepayment Subaccount shall be applied to the redemption of the 2020 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 and Rebate Accounts. The District shall comply with the Tax Regulatory Covenants (including deposits to and payments from the 2020 Rebate Account) included as part of the closing transcript for the 2020 Bonds, as amended and supplemented from time to time in accordance with their terms.

Section 408. Establishment of 2020 Revenue Account in Revenue Fund; Application  of Revenues and Investment Earnings.

Section 406.	Application  of Prepayment Principal.	All Prepayment  Principal shall

The Trustee shall, except as provided below or otherwise provided herein, deposit the 2020 Pledged Revenues to the 2020 Revenue Account and any other amounts or payments specifically designated by the District pursuant to a written direction for said purpose. The 2020 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 2020 Revenue Account, 2020 Interest Account and 2020 Capitalized

Interest Account, 2020 Sinking Fund Account, 2020 Redemption Account, 2020 Reserve Account, each Account and Subaccount therein, shall be used as provided in the Master Indenture except as otherwise provided herein.

Immediately upon receipt the District shall deposit the 2020 Pledged Revenues with the Trustee together with a written accounting setting forth the amounts of such 2020 Pledged Revenues in the following categories which shall be deposited by the Trustee into the Funds and Accounts established hereunder as follows:

Assessment Interest, which shall be deposited into the 2020 Interest Account;

Assessment Principal, which shall be deposited into the 2020 Sinking Fund Account;

Prepayment Principal, which shall be deposited into the 2020 Prepayment Subaccount of the 2020 Redemption Account.

Delinquent Assessment Principal shall first be applied to restore the amount of any withdrawal from the 2020 Reserve Account to pay the principal of 2020 Bonds to the extent that less than the 2020 Reserve Account Requirement is on deposit in the 2020 Reserve Account, and, the balance, if any, shall be deposited into the 2020 Sinking Fund Account;

Delinquent Assessment Interest, shall first be applied to restore the amount of any withdrawal from the 2020 Reserve Account to pay the interest on 2020 Bonds to the extent that less than the 2020 Reserve Account Requirement is on deposit in the 2020 Reserve Account, and, the balance, if any, shall be deposited into the 2020 Interest Account; and

the balance shall remain in the 2020 Revenue Account.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date (or if such forty-fifth (45th) day is not a Business Day, on the Business Day next preceding such forty- fifth (45th) day), the Trustee shall determine the amount on deposit in the 2020 Prepayment Subaccount of the 2020 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 2020 Revenue Account to make the transfers required by (d) below, from the 2020 Revenue Account for deposit into such 2020 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 2020 Bonds on the next succeeding Quarterly Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in such 2020 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of 2020 Bonds as set forth in Exhibit “B” hereto, and Article III of the Master Indenture and Section 301 hereof.

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Interest due in regard to such extraordinary mandatory redemption shall be paid from the 2020 Interest Account.

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 2020 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 2020 Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all 2020 Bonds then Outstanding on such May 1 or November 1, less any other amount already on deposit in the 2020 Interest Account not previously credited. On November 1, 2020, the Trustee shall transfer from the 2020 Capitalized Interest Account to the 2020 Interest Account an amount equal to the lesser of the amount of interest due on the 2020 Bonds on such date or the amount on deposit in the 2020 Capitalized Interest Account. After making the foregoing transfer on November 1, 2020, any amounts remaining in the Capitalized Interest Account shall be transferred to the 2020 Reserve Account if there is any deficiency therein and the remainder to the General Subaccount of the 2020 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred to the 2020 Revenue Account;

SECOND, on each May 1, commencing May 1, 2021, to the 2020 Sinking Fund Account, an amount equal to the Amortization Installments or principal of 2020 Bonds due on such May 1, less any amounts already on deposit in such Account not previously credited;

THIRD, to the 2020 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the then applicable 2020 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the 2020 Revenue Account.

On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction, and the Trustee shall transfer from the 2020 Revenue Account to the 2020 Rebate Account established for the 2020 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 Covenants. To the extent insufficient moneys are on deposit in the 2020 Revenue Account to make the transfer provided for in the immediately preceding sentence the District shall deposit with the Trustee from available moneys of the District the amount of any such insufficiency.

On or after each November 2, beginning November 2, 2020, the balance on deposit in the 2020 Revenue Account on such November 2 shall (i) before the Date of Completion, be transferred into the 2020 Acquisition and Construction Account, and (ii) on and 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

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the date of such proposed transfer the amount on deposit in the 2020 Reserve Account shall be equal to the 2020 Reserve Account Requirement, and, provided further, that the Trustee shall not have actual knowledge of an Event of Default under the Master Indenture or hereunder relating to the 2020 Bonds, including the payment of Trustee’s fees and expenses then due.

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 2020 Bonds shall be invested only in 2020 Investment Obligations, and further, earnings on investments in the 2020 Acquisition and Construction Account, 2020 Costs of Issuance Account, 2020 Capitalized Interest Account and 2020 Revenue Account shall be retained as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the 2020 Sinking Fund Account, 2020 Interest Account, and the 2020 Redemption Account, including any subaccounts therein, shall be deposited, as realized, to the credit of the 2020 Revenue Account and used for the purpose of such Account.

Earnings on investments in the 2020 Reserve Account shall be disposed of as provided in Section 405 hereof.

ARTICLE V
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 2020 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 2020 Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Trustee, the 2020 Bonds or the Series 2020 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 2020 Bonds or for as long as any 2020 Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the 2020 Bonds or the Series 2020 Assessments or the Trustee. The District agrees that it shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not complying with this covenant.

The District acknowledges and agrees that, although the 2020 Bonds were issued by the District, the Owners of the 2020 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 2020 Assessments, the 2020 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 2020 Assessments, the 2020 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 2020 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 2020 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 any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceeding or take 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 2020 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 2020 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 for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee’s rights or directions with respect to the Series 2020 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 2020 Assessments. Anything herein or in the Master Indenture to the contrary notwithstanding, the District shall not be required to collect Series

2020 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 2020 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 2020 Assessments that are collected directly by the District and not via the Uniform Method shall be due and payable by 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 Twenty- Eighth 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 2020 Assessments and to levy the Series 2020 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 2020 Bonds, when due.

Notwithstanding anything in the Indenture to the contrary, upon the occurrence of an Event of Default, the collection of Series 2020 Assessments shall be in the manner directed by the Majority Owners.

Section 503. No Parity Bonds; Limitation on  Additional  Bonds.  Other  than Refunding Bonds issued to refund the Outstanding 2020 Bonds, the District shall not, while any 2020 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the 2020 Trust Estate. The District further covenants and agrees that so long as the 2020 Bonds are Outstanding, it will not impose debt service Assessments for capital projects on any lands then subject to the Series 2020 Assessments without the written consent of the Majority Owners; provided, however, such consent shall not be required if (i) such Assessments do not exceed the Maximum Assessment Levels or (ii) the Series 2020 Assessments have been Substantially Absorbed evidence of which shall be provided by the District to the Trustee in a written certificate upon which the Trustee may conclusive rely. Notwithstanding the foregoing, the District is not precluded from imposing capital Assessments (or the issuance of Bonds secured by such Assessments) on property then subject to the Series 2020 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 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 2020 Bonds may not be accelerated except to the extent the Series 2020 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 respect to the 2020 Bonds by inserting at the conclusion thereof the following paragraphs:

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

The Trustee is authorized to withdraw funds from the 2020 Reserve Account in an amount greater than twenty-five percent (25%) of the 2020 Reserve Account Requirement to pay debt service on the 2020 Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners, actually withdraw such funds from the 2020 Reserve Account to pay debt service on the 2020 Bonds) and any such amount withdrawn is not replenished within ninety (90) days of the date of such withdrawal.

Material breach by the District of any material covenant made by it in the Indenture, whether or not notice of such breach has been given.

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
upon failure of any property owner to pay Series 2020 Assessments collected directly by the District when due, that the entire Series 2020 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 2020 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 provisions of the Indenture to the contrary, the following provisions shall apply with respect to the Series 2020 Assessments and 2020 Bonds.

If any property shall be offered for sale for the nonpayment of any Series 2020 Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2020 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 2020 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 2020 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 Section. The District, either through its own actions, or actions caused to be taken through the 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 2020 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 it as trustee for the Owners of the 2020 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 Twenty-Eighth Supplemental Indenture.  This Twenty-Eighth Supplemental Indenture amends and supplements the Master Indenture with respect to the 2020 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this Twenty-Eighth Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and this Twenty-Eighth Supplemental Indenture shall be read and construed as one document.

Section 604. Amendments. Any amendments to this Twenty-Eighth Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.

Section 605. Counterparts. This Twenty-Eighth Supplemental Indenture may be executed in any 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 Twenty-Eighth Supplemental Indenture are hereby incorporated herein and made a part of this Twenty-Eighth Supplemental Indenture for all purposes.

Section 607. Payment Dates. In any case in which an Interest Payment Date or the maturity date of the 2020 Bonds or the date fixed for the redemption of any 2020 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.

Section 608. No Rights Conferred on Others. Nothing herein contained shall confer  any right upon any Person other than the parties hereto and the Owners of the 2020 Bonds.

Section 609. Use of 2020 Acquisition and Construction Account Moneys and Other Trust Funds. Upon the occurrence of an Event of Default, moneys in the Series 2020  Acquisition and Construction Account, the subaccounts therein and the 2020 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 2020 Bonds shall mean May 1-April 30, except that the first Bond Year is from the date of issuance of the 2020 Bonds through April 30, 2021.

ARTICLE VII
THE TRUSTEE; THE PAYING 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 2020 Bonds.

Section 702. Trustee’s Duties. The Trustee shall not be responsible in any manner for the due execution of this Twenty-Eighth Supplemental Indenture by the District or for the recitals contained herein (except for the certificate of authentication on the 2020 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.

Section 704. Assignment of District’s Rights under  Collateral  Assignment Agreement. The District hereby assigns its rights under the Collateral Assignment Agreement to the Trustee for the benefit of the Owners, from time to time, of the 2020 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.

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, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:
Vice President

EXHIBIT “A”

[Amended and Restated] Master Engineer’s Report for Azario Lakewood Ranch, dated
 	, 2020]

A-1

EXHIBIT “B”

Form of the 2020 Bonds

No. 2020-R-	$[ 	]
United States of America State of Florida
LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BOND, SERIES 2020 (AZARIO PROJECT)

Interest
Rate	Maturity
Date	Dated
Date	
CUSIP	
[ 	]%	May 1, 20  	September , 2020	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 (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 2020 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 November 1, 2020, 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 punctually paid or duly provided for, on any Interest Payment Date will, as provided in 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 (15th) 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 payment of interest and principal or Redemption Price shall

B-1

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 Owner of this 2020 Bond. Except as otherwise applicable  to bonds held pursuant to a book entry system, any payment of principal, or Redemption Price shall be made only upon presentation hereof at the designated office of U.S. Bank National Association, located in Fort Lauderdale, Florida, or any alternate or successor paying agent (collectively, the “Paying Agent”). Except as otherwise applicable to bonds held in a book-entry system, payment of interest shall be made by check or draft or by wire transfer to the Registered Owner set forth 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 2020 Bonds or all of the then Outstanding 2020 Bonds, as defined below. Interest on this 2020 Bond will be computed on the basis of a 360-day year of twelve 30-day months.

This 2020 Bond is one of a duly authorized issue of bonds of the District designated “Special Assessment Revenue Bonds, Series 2020 (Azario Project)” (the “2020 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 Association, as trustee (the “Trustee”), as supplemented by a Twenty-Eighth Supplemental Trust Indenture, dated as of September 1, 2020 (the “Supplemental Indenture”), between the District and the Trustee (the Master Indenture as supplemented by the Supplemental Indenture is hereafter referred to as the “Indenture”). The 2020 Bonds are secured by the 2020 Pledged Revenues and 2020 Pledged Funds as provided for in the Indenture. The 2020 Bonds are issued in an aggregate principal amount  of 	, for the purpose of (i) financing the Cost of the acquisition, construction, installation and equipping of the 2020 Project; (ii) paying certain costs associated with the issuance of the 2020 Bonds; (iii) paying the interest to become due on the 2020 Bonds on November 1, 2020; and (iv) funding the 2020 Reserve Account.

NEITHER THIS 2020 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 2020 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 DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE AUTHORIZING THE ISSUANCE OF THE 2020 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 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2020 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY

B-2

BY, THE 2020 PLEDGED REVENUES AND THE 2020 PLEDGED FUNDS PLEDGED TO THE 2020 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 2020 Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This 2020 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 2020 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, 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 2020 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 2020 Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of Series 2020 Assessments (as defined in the Indenture), the terms and conditions under which the 2020 Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Registered Owners and Beneficial Owners of the 2020 Bonds, and, by the acceptance of this 2020 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 2020 Bonds are equally and ratably secured by the 2020 Trust Estate, without preference or priority of one 2020 Bond over another. Subject to certain exceptions, the District has covenanted in the Indenture not to issue or incur any obligations payable from the 2020 Trust Estate other than Refunding Bonds issued in accordance with the provisions of the Master Indenture. The District or other governmental entities may, however, impose and levy assessments or ad valorem taxes payable on a parity with the Series 2020 Assessments securing the 2020 Bonds.

The 2020 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 or any integral multiple thereof (an “Authorized Denomination”); provided however, the 2020 Bonds will initially be delivered in denominations of $100,000 and integral multiples of $5,000 in excess thereof. This 2020 Bond is transferable by the Registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Fort Lauderdale, Florida as Bond Registrar (the “Bond Registrar”), upon surrender of this 2020 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 new 2020 Bond or 2020 Bonds, in the same aggregate principal amount as the 2020 Bond or 2020 Bonds transferred, will be issued to the transferee. At the corporate trust office of the Bond

B-3

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, 2020 Bonds may be exchanged for an equal aggregate principal amount of 2020 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 2020 Bonds. Except as specifically provided otherwise in the Indenture, an agent will hold this 2020 Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this 2020 Bond shall be deemed to have agreed to such arrangement.

Optional Redemption

The 2020 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, 20 (less than all 2020 Bonds to be selected by lot), at the Redemption Price of the principal amount of the 2020 Bonds or portions thereof to be redeemed, plus accrued interest to the redemption date.

Mandatory Redemption

The 2020 Bonds are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2020 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

$ 	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 2020 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 2020 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 2020 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 2020 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Quarterly Redemption 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 2020 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding 2020 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:

On May 1, 2021, from amounts transferred to the 2020 Prepayment Subaccount of the 2020 Redemption Account from the Retainage Subaccount in the 2020 Acquisition and Construction Account as provided in 403(b) of the Supplemental Indenture;

On or after the Date of Completion of the 2020 Project, by application of moneys transferred from either subaccount in the 2020 Acquisition and Construction Account to the 2020 Prepayment Subaccount of the 2020 Redemption Account in accordance with the terms of the Indenture; or

Amounts are deposited into the 2020 Prepayment Subaccount of the 2020 Redemption Account from the prepayment of Series 2020 Assessments and from amounts deposited into the 2020 Prepayment Subaccount from the 2020 Reserve Account; or

When the amount on deposit in the 2020 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all 2020 Bonds then Outstanding as provided in the Supplemental Indenture.

Except as otherwise provided in the Indenture, if less than all of the 2020 Bonds subject to redemption shall be called for redemption, the particular maturities of such 2020 Bonds or portions of particular maturities of such 2020 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 2020 Bonds divided by the aggregate principal amount of Outstanding 2020 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 2020 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 2020 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 2020 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 2020 Bonds or such portions thereof on such date, interest on such 2020 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2020 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 2020 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 any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

The Owner of this 2020 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 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 2020 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.

Modifications or alterations of the Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Indenture.

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 2020 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 2020 Bonds as to the 2020 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 2020 Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida.

B-7

This 2020 Bond is issued with the intent that the laws of the State of Florida shall govern its construction.

[Remainder of page intentionally left blank]

B-8

IN WITNESS WHEREOF, Lakewood Ranch Stewardship District has caused this 2020 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, Board of Supervisors

CERTIFICATE OF AUTHENTICATION

This 2020 Bond is one of the Bonds of the Series designated herein, described in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Bond Registrar

By:
Vice President

Date of Authentication: September , 2020

CERTIFICATE  OF VALIDATION

This 2020 Bond is one of a Series of Bonds which were validated by a final judgment rendered by the Circuit Court of the Twelfth Judicial Circuit of the State of Florida in and for Manatee and Sarasota Counties on December 20, 2005.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:
Chairman, Board of Supervisors

[FORM OF ASSIGNMENT FOR 2020 BONDS]

The following abbreviations, when used in the inscription on the face of the within 2020 Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM    as tenants in common TEN ENT as tenant by the entireties
JT TENas joint tenants with the right of survivorship and not as tenants in common

UNIFORM TRANS MIN ACT -	 	

Custodian	 	

under	Uniform

Transfers to Minors Act 	(State)

Additional abbreviations may also be used though not in the above list.

For value received, the undersigned hereby sells, assigns and transfers unto
 	  the within 2020 Bond and all rights thereunder, and   hereby   irrevocably   constitutes  and  appoints 	, attorney to transfer the said 2020 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: 	

By:

Authorized Signatory

NOTICE: The assignor’s signature  to this Assignment must correspond with the name as it appears on the face of the within 2020 Bond in  every particular without alteration or any change whatever.

EXHIBIT B

FORM OF BOND PURCHASE CONTRACT

$ 	
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2020 (Azario Project)

BOND PURCHASE CONTRACT

 	, 2020

Lakewood Ranch Stewardship District Sarasota/Manatee Counties, Florida

Ladies and Gentlemen:

MBS Capital Markets, LLC (the "Underwriter") hereby offers to enter into this Bond Purchase Contract (this "Bond Purchase Contract") with Lakewood Ranch Stewardship District (the "District") which, upon your acceptance of this offer, will be binding upon you and the Underwriter. This offer of the Underwriter shall, unless accepted by the District, expire at 7:00

P.M. prevailing time within the jurisdiction of the District on the date hereof, unless previously withdrawn or extended in writing by the Underwriter. Upon execution and delivery of this Bond Purchase Contract, it shall be binding upon the District and the Underwriter. The Underwriter hereby represents that neither it nor any "person" or "affiliate" has been on the "convicted vendor list" during the past 36 months, as all such terms are defined in Section 287.133, Florida Statutes, as amended. Any capitalized word not defined herein shall have the meaning ascribed thereto in the Preliminary Limited Offering Memorandum (hereinafter defined). In conformance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby delivers to the District the Disclosure and Truth-In-Bonding Statement attached hereto as Exhibit A.

Purchase and Sale. Upon the terms and conditions and upon the basis of the respective representations, warranties, agreements and covenants set forth herein, the Underwriter hereby agrees to purchase from the District, and the District hereby agrees to sell to the Underwriter, (all but not less than all) of its $ 	Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the "Bonds"). The aggregate purchase price for the Bonds is $ 	consisting of $ 		par amount of the Bonds, less the Underwriter's discount in the amount of $ 		and less net original issue discount of $ 	. The purchase price shall be paid in immediately available federal funds against the delivery of the Bonds.

The Bonds. The Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 2005-338 Laws of Florida, as amended (the "Act"); Resolution No. 2005-16 adopted by the Board of Supervisors of the District (the "Board") on August 23, 2005, as supplemented by Resolution 2020- adopted by the Board on August 6, 2020

(collectively, the "Bond Resolution"); and a Master Trust Indenture dated as of September 1, 2005 (the "Master Indenture") between the District and U.S. Bank National Association (the "Trustee"), as supplemented by that certain Twenty-Eighth Supplemental Trust Indenture between the District and the Trustee dated as of September 1, 2020 (the "Twenty-Eighth Supplemental Indenture" and together with the Master Indenture, collectively, the "Indenture"). Pursuant to the Bond Resolution, the District has authorized the execution and delivery of the Indenture and the issuance and delivery of the Bonds thereunder. Capitalized terms not defined herein shall have the meaning ascribed to them in the Indenture. The Series 2020 Assessments will be levied by the District on lands within the District specially benefited by the 2020 Project (as defined in the Twenty-Eighth Supplemental Indenture) pursuant to resolutions duly adopted by the Board (collectively, the "Assessment Resolution"). The Bonds shall be as described in, and shall be issued and secured pursuant to, the provisions of the Indenture. The District and Taylor Morrison of Florida, Inc., a Florida corporation (the "Landowner") will enter into or have already entered into the Acquisition Agreement, Collateral Assignment Agreement, Completion Agreement and Landowner True-Up Agreement all as defined in the Twenty-Eighth Supplemental Indenture. The documents described in the immediately preceding sentence are collectively referred to as the "Ancillary Documents."

Offering. The Underwriter intends to offer and sell the Bonds only to accredited investors within the meaning of Chapter 517, Florida Statutes and the rules promulgated thereunder at prices not in excess of or yields not lower than the public offering prices or yields set forth on the cover page of the Limited Offering Memorandum (hereinafter defined); however, subject to the provisions of Section 4 hereof, it may subsequently change such offering prices without any requirement of prior notice. It shall be a condition to the District's obligation to sell and to deliver the Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay for the Bonds, that the entire principal amount of the Bonds be issued, sold and delivered by the District and purchased, accepted and paid for by the Underwriter at the Closing (as hereinafter defined) and that the District and the Underwriter receive the opinions, documents and certificates described in Section 9(c) hereof, unless waived in writing by the applicable parties hereto.

Establishment of Issue Price.

The Underwriter agrees to assist the District in establishing the issue price of the Bonds and shall execute and deliver to the District at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit “I” hereto with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.

Except as otherwise indicated in Exhibit “I”, the District will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Contract, the Underwriter shall report to the District the price or prices at which the Underwriter has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity, the Underwriter agrees to promptly report to the District

2

the prices at which the Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.

The Underwriter confirms that it has offered the Bonds to accredited investors constituting the public on or before the date of this Bond Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule A to Exhibit “I” attached hereto, except as otherwise set forth therein. Schedule A to Exhibit “I” also sets forth, as of the date of this Bond Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

the close of the fifth (5th) business day after the sale date; or

the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the District when the Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.

The District acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) the agreement of each underwriter to comply with the hold-the- offering-price rule, as set forth in any agreement among underwriters and the related pricing wires,
in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The District further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.

The Underwriter confirms that:

3
54033099;1

any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public, and (B) comply with the hold-the-offering price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires, and

any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires.

The Underwriter acknowledges that sales of any Bond to any person that is a related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

"public" means any person other than an underwriter or a related
party,

"underwriter" means (A) any person that agrees pursuant to a written
contract with the District (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public),

a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interest, if both entities are partnerships (including direct ownership by one partnership of another) or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a

4
54033099;1

corporation and the other entity is a partnership (including direct ownership of the applicable stock or interest by one entity of the other), and

"sale date" means the date of execution of this Bond Purchase Contract by all parties.

Use of Documents. The District has caused to be prepared and provided to the Underwriter the Preliminary Limited Offering Memorandum relating to the Bonds dated August
      , 2020, including the cover page and all appendices thereto (the "Preliminary Limited Offering Memorandum") that the District has deemed final as of its date, except for certain permitted omissions (the "Permitted Omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12") in connection with the limited offering of the Bonds. The District has, prior to the date hereof, authorized the Preliminary Limited Offering Memorandum to be circulated and used by the Underwriter in connection with the limited public offering of the Bonds. The District shall deliver or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof but not later than the Closing Date (as defined below) and in sufficient time to allow the Underwriter to comply with all requirements of Rule 15c2-12 and all applicable securities laws and the rules of the Municipal Securities Rulemaking Board (the "MSRB"), a final Limited Offering Memorandum dated the date hereof (such Limited Offering Memorandum, including the cover pages and all appendices thereto, and any amendments and supplements thereto that may be authorized by the District for use with respect to the Bonds being herein collectively called the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda"). The District hereby ratifies the use of the Preliminary Limited Offering Memorandum and approves the execution, circulation and use of the Limited Offering Memorandum by the Underwriter.

Definitions. For purposes hereof, this Bond Purchase Contract, the Indenture, the DTC Blanket Issuer Letter of Representations (hereinafter defined) the Continuing Disclosure Agreement in substantially the form attached as an appendix to the Preliminary Limited Offering Memorandum (the "Continuing Disclosure Agreement") are referred to herein collectively as the "Financing Documents".

Representations, Warranties and Agreements. The District hereby represents, warrants and agrees as follows:

The Board is the governing body of the District and the District is and will be at the Closing Date duly organized and validly existing as a local unit of independent special- purpose government created pursuant to the Constitution and laws of the State of Florida, including without limitation the Act;

The District has full legal right, power and authority to: adopt the Bond Resolution and the Assessment Resolution; enter into the Financing Documents and the Ancillary Documents to which it is a party; sell, issue and deliver the Bonds to the Underwriter as provided herein; apply the proceeds of the sale of the Bonds for the purposes described in the Preliminary Limited Offering Memorandum; authorize the distribution of the Preliminary Limited Offering Memorandum and the use and execution of the Limited Offering Memorandum; carry out and

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consummate the transactions contemplated by the Bond Resolution, the Assessment Resolution, the Financing Documents, the Ancillary Documents to which it is a party and the Limited Offering Memorandum; acquire and construct the 2020 Project; issue the Bonds; and levy and collect the Series 2020 Assessments as provided in the Indenture and the Assessment Proceedings (as defined in the Twenty-EighthSupplemental Indenture). The District has complied, and at the Closing will be in compliance in all material respects, with the terms of the Act and with the obligations on its part contained in the Financing Documents, the Ancillary Documents to which it is a party, the Bond Resolution, the Assessment Proceedings and the Bonds;

At meetings of the Board that were duly called and noticed and at which a quorum was present and acting throughout, the Board duly adopted the Bond Resolution and the Assessment Resolution, and same are in full force and effect and have not been supplemented, amended, modified or repealed. By all necessary official Board action, the District has duly authorized and approved the execution and delivery of the Financing Documents, the Ancillary Documents to which it is a party, the Bonds and the Limited Offering Memorandum, has duly authorized and approved the performance by the District of the obligations on its part contained in, the Financing Documents, the Ancillary Documents, and the Bonds and the consummation by it of all other transactions contemplated by this Bond Purchase Contract to be performed by it in connection with the issuance of the Bonds. Upon execution by the District, and assuming the due authorization, execution and delivery by the other parties thereto, each of the Financing Documents and Ancillary Documents to which is a party, will constitute the legal, valid and binding obligations of the District, enforceable in accordance with their terms, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

The District is not in material breach of or in material default under any applicable provision of the Act or any applicable constitutional provision, statute or administrative regulation of the State of Florida (the "State") or the United States of America or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement, or other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or material event of default under any such instrument; and the execution and delivery of the Bonds, the Financing Documents, the Ancillary Documents to which is a party and the Limited Offering Memorandum and the adoption of the Bond Resolution and the Assessment Resolution, and compliance with the provisions on the District's part contained therein, will not conflict with or constitute a material breach of or material default under any applicable constitutional provision, law, administrative regulation, judgment, decree, loan agreement, resolution, bond, note, agreement, or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of its property or assets or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Indenture. No event has occurred which constitutes or which, with the lapse of time or the giving of notice, or both, would constitute, an event of default (as therein defined) under the Bonds, or the Financing Documents;

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All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters which are required for the due authorization by, or which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due execution and performance by the District of its obligations under the Bonds or the Financing Documents or the Ancillary Documents have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds as to which the District makes no representation;

The descriptions of the Bonds, the Financing Documents, the Ancillary Documents, the Capital Improvement Program and the 2020 Project in the Preliminary Limited Offering Memorandum conform in all material respects to the Bonds, the Financing Documents, the Ancillary Documents, the Capital Improvement Program and the 2020 Project, respectively;

The Bonds, when issued, executed and delivered in accordance with the Bond Resolution and the Indenture and when sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the District, entitled to the benefits of the Indenture and upon such issuance, execution and delivery of the Bonds, the Indenture will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and first lien on the 2020 Trust Estate. At Closing, all conditions precedent to the issuance of the Bonds required of the District set forth in the Indenture and other applicable documents of the District will have been complied with or fulfilled or waived by the Underwriter;

Except as disclosed in the Limited Offering Memorandum, as of the date hereof, there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to its best knowledge, threatened against the District: contesting the corporate existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the application of the proceeds of the sale thereof for the purposes described in the Limited Offering Memorandum or the pledge of and lien on the 2020 Trust Estate pursuant to the Indenture; contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District in any respect relating to authorization for the issuance of the Bonds, the construction and/or acquisition of 2020 Project, the issuance of the Bonds, the levy and collection of the Series 2020 Assessments, the authorization of the Bond Resolution, the Assessment Resolution, the Financing Documents, or the Ancillary Documents to which the District is a party, or the application of the proceeds of the Bonds for the purposes set forth in the Limited Offering Memorandum; contesting the validity or federal or state tax status of the interest on the Bonds; contesting the completeness or accuracy of the Preliminary Limited Offering Memorandum or Limited Offering Memorandum or any supplement or amendment thereto; or where an unfavorable ruling would materially adversely affect the financial position or condition of the District;

The District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to: qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and determine the eligibility of the Bonds for investment under the laws of such

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states and other jurisdictions, and the District will use its best efforts to continue such qualifications in effect so long as required for the initial offering and distribution of the Bonds; provided, however, that the District shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction or incur any fees in connection with its compliance with the subsection;

As of its date and (unless an event occurs of the nature described in paragraph (1) of this Section 7) and at all times subsequent thereto, up to and including the Closing Date, the statements and information contained in the Preliminary Limited Offering Memorandum (other than "permitted omissions" as permitted by Rule 15c2-12 as such term is defined below) and in the Limited Offering Memorandum (excluding for purposes hereof the statements and information under the captions "DESCRIPTION OF THE 2020 BONDS – Book-Entry Only System," "FUNDS AND ACCOUNTS," "BONDHOLDERS' RISKS," "LAKEWOOD RANCH," "TAX MATTERS," "THE DEVELOPMENT," “THE DEVELOPER,” "LEGALITY  FOR INVESTMENT," "SUITABILITY FOR INVESTMENT," "LITIGATION - The Developer” and “LITIGATION – SMR” and "DISCLOSURE OF MULTIPLE ROLES" as to which no view is expressed) are and will be accurate in all material respects for the purposes for which their use is authorized and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

If the Limited Offering Memorandum as supplemented or amended pursuant to subsection (1) of this Section 7, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is given concerning the information in the Limited Offering Memorandum under the captions "DESCRIPTION OF THE 2020 BONDS - Book-Entry Only System," "FUNDS  AND ACCOUNTS," "BONDHOLDERS' RISKS", "LAKEWOOD RANCH," "THE DEVELOPMENT," “THE DEVELOPER,” "TAX MATTERS," "LEGALITY FOR INVESTMENT," "SUITABILITY FOR INVESTMENT," "LITIGATION" - The Developer” and “LITIGATION – SMR” and "DISCLOSURE OF MULTIPLE ROLES";

If between the date of this Bond Purchase Contract and the earlier of: ninety
(90) days from the end of the "Underwriting Period" as defined in Securities Exchange Commission Rule 15c2-12 (17 CFR 240.15c2-12) ("Rule 15c2-12"); or the time when the Limited Offering Memorandum is available to any person from the MSRB's Electronic Municipal Market Access System (but in no event less than twenty-five (25) days following the end of the Underwriting Period for the Bonds), any event shall occur, of which the District has actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall notify the Underwriter thereof, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the District will at its expense supplement

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or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter (unless such supplement or amendment is a result of information provided by the Landowner or the Underwriter, in which case, the Landowner or the Underwriter, as applicable, will at its expense supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter). This covenant shall survive the Closing;

Reserved;

Except as disclosed in the Preliminary Limited Offering Memorandum, there has been no material adverse change in the financial position, results of operations or condition, financial or otherwise, of the District, the District has not issued, assumed or guaranteed any indebtedness payable from any of the 2020 Trust Estate and the District has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Bond Resolution, the Assessment Resolution, the Bonds, the Financing Documents, or the Ancillary Documents to which it is a party, direct or contingent, other than as set forth in or contemplated by the Limited Offering Memorandum;

The District has not and is not now in default in the payment of the principal of or the interest on any governmental security issued or guaranteed by it after December 31, 1975 which would require the disclosure pursuant to Section 517.051, Florida Statutes or the applicable rules of the Florida Department of Financial Services;

The District has not been notified of any listing or the proposed listing of the District by the Internal Revenue Service as an issuer whose arbitrage certifications may not be relied upon;

Any certificate signed by any officer of the District and delivered to the Underwriter will be deemed to be a representation by the District to the Underwriter as to the statements made therein;

All proceedings undertaken by the District with respect to the Series 2020 Assessments, including adoption of the Assessment Resolution, were undertaken in accordance with Florida law. The Series 2020 Assessments, as initially levied and as may be reallocated from time to time in accordance with the Assessment Resolution and the Assessment Reports, included as an appendix to the Limited Offering Memorandum (the "Methodology"), constitute legal, valid, binding and enforceable liens upon the property against which such Series 2020 Assessments are assessed, co-equal with the lien of all county, district and municipal ad valorem taxes and non-ad valorem assessments, and superior in dignity to all other liens, titles and claims, until paid. The levy of the Series 2020 Assessments is sufficient to pay the debt service on the Bonds through the final maturity thereof;

Except as disclosed in the Preliminary Limited Offering Memorandum, the District has complied and shall continue to comply with all continuing disclosure commitments heretofore undertaken by the District and with its continuing disclosure commitments in connection with the Bonds, all in accordance with Rule 15c2-12;

The District acknowledges receipt from the Underwriter of a due diligence request (the "Issuer Due Diligence Checklist"). Except as provided in Section 9(c)(3) hereof, the

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District has provided the information requested in the Issuer Due Diligence Checklist to the Underwriter prior to the date hereof;

The District acknowledges and agrees that the purchase and sale of the Bonds pursuant to this Bond Purchase Contract is an arm's-length commercial transaction between the District and the Underwriter, in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, advisor (including, without limitation, a Municipal Advisor (as such item is defined in Section 975(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act)) or fiduciary of the District, the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the District and has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the District on other matters) and the Underwriter has no obligation to the District with respect to the offering contemplated hereby except the obligations expressly set forth in this Bond Purchase Contract (iv) the Underwriter has financial and other interests that differ from those of the District and (v) the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate regarding the matters set forth in the Bond Purchase Contract.

Closing. At 10:00 a.m. prevailing time on September , 2020, or at such earlier or later time as may be mutually agreed upon by the District and the Underwriter (the "Closing Date"), the District will, subject to the terms and conditions hereof, deliver to the Underwriter, the Bonds in definitive form, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof, in federal or other immediately available funds to the order of the District. Such delivery of documents and payment of the purchase price of the Bonds is referred to herein as the "Closing." Delivery of the Bonds as aforesaid shall be made to the Trustee through the "FAST" system of registration with The Depository Trust Company, New York, New York, or at such other place as may be mutually agreed upon by the District and the Underwriter. The Bonds shall be typewritten, shall be prepared and delivered as fully registered Bonds in book-entry only form, registered in the name of Cede & Co. and shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection and packaging, unless otherwise agreed by the District and the Underwriter.

Closing Conditions. The Underwriter has entered into this Bond Purchase Contract in reliance upon the representations, warranties, covenants and agreements of the District contained herein, and in reliance upon the representations, warranties, covenants and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the District of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Bond Purchase Contract to purchase, to accept delivery of and to pay for the Bonds are conditioned upon the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and are also subject to the following additional conditions:

The representations warranties, covenants and agreements of the District contained herein shall be true, complete and correct, on the date hereof and on and as of the Closing Date, as if made on the Closing Date and there shall be no material change in the information supplied to the Underwriter pursuant to the Issuer Due Diligence Checklist or otherwise;

At the time of the Closing, the Act, the Bond Resolution, the Assessment Resolution, the Bonds, the Financing Documents, and the Ancillary Documents shall each be in full force and effect in accordance with their respective terms and the Bond Resolution, the Assessment Resolution, the Indenture and the Limited Offering Memorandum shall not have been supplemented, amended, modified or repealed, except in any such case as may have been agreed to by the Underwriter;

At or prior to the Closing, the Underwriter and the District shall have received executed certified copies of each of the following:

The Limited Offering Memorandum and each supplement or amendment, if any, thereto, executed on behalf of the District by the Chairman or Vice Chairman of the Board;

Copies of the Act, the Bond Resolution and the Assessment Resolution certified by the Secretary of the Board under seal as having been duly adopted by the Board of the District and as being in full force and effect, with only such supplements or amendments as may have been agreed to by the Underwriter;

All information requested pursuant to the Issuer Due Diligence Checklist that was identified by the Issuer in writing to the Underwriter as not being available as of the date of signing of this Bond Purchase Contract, in form and substance reasonably satisfactory to the Underwriter, together with executed copies of the Financing Documents and the Ancillary Documents;

The opinion, dated the Closing Date and addressed to the District, the Trustee and the Underwriter (which may be addressed to such parties in one or more separate opinions) of Bond Counsel to the District, in substantially the form included in the Limited Offering Memorandum as an appendix thereto;

The supplemental opinion dated the date of the Closing and addressed to the District, the Trustee and the Underwriter, of Bond Counsel, in the form annexed as Exhibit C hereto;

The opinion dated the Closing Date and addressed to the District, the Trustee and the Underwriter of counsel to the District, substantially in the form annexed as Exhibit D hereto;

An opinion dated the Closing Date and addressed to the Underwriter of Akerman LLP counsel to the Underwriter in form and substance satisfactory to the Underwriter;

An opinion, dated the Closing Date and addressed to the Underwriter, the District and Bond Counsel, of counsel to the Trustee, in form and substance acceptable to the Underwriter and a customary authorization and incumbency certificate, dated the Closing Date, signed by authorized officers of the Trustee;

A certificate, dated the Closing Date, signed by the Chairman or Vice-Chairman and the Secretary or an Assistant Secretary of the Board, setting forth that: (i) each of the representations of the District contained in Section 7 hereof was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continue to be true and accurate in all material respects on the Closing Date as if made on such date; (ii) the District has performed all obligations to be performed hereunder as of the Closing Date; (iii) the District has never been in default as to principal or interest with respect to any obligation issued or guaranteed by the District (iv) the information and statements contained in the Limited Offering Memorandum were, as of the date of the Limited Offering Memorandum, and are, as of the date hereof, true, correct and complete in all material respects and such information did not and does not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such certification does not include the information in the Limited Offering Memorandum under the captions "DESCRIPTION OF THE 2020 BONDS - Book- Entry Only System," "FUNDS AND ACCOUNTS," "BONDHOLDERS' RISKS", "LAKEWOOD RANCH," "THE DEVELOPMENT," “THE DEVELOPER,” "TAX MATTERS," "LEGALITY FOR INVESTMENT," "SUITABILITY FOR INVESTMENT," "LITIGATION" - The Developer”, “LITIGATION – SMR” and "DISCLOSURE OF MULTIPLE ROLES"; and no event affecting the District has occurred since the date of the Limited Offering Memorandum which should be disclosed in the Limited Offering Memorandum for the purposes for which it is to be used or which is necessary to be disclosed therein in order to make the statements and information therein not misleading in any material respect as of the date hereof and (v) the District acknowledges its agreement to undertake its obligation under the Continuing Disclosure Agreement and is aware of the continuing disclosure requirements set forth in the Continuing Disclosure Agreement and the Rule 15c2- 12;

A customary signature and no litigation certificate, dated the Closing Date, signed on behalf of the District by the Chairman or Vice-Chairman and Secretary or an Assistant Secretary of the Board;

Evidence of compliance  with  the  requirements  of Section 189.051, Florida Statutes;

A copy of the executed DTC Blanket Issuer Letter of Representations entered into between the District and The Depository Trust Company, New York, New York (the "DTC Letter of Representations");

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A certificate of the Landowner, in substantially the form of the certificate included herein as Exhibit F and opinion(s) of counsel to the Landowner in substantially the form included herein as Exhibit G (which may be addressed to such parties in one or more separate opinions);

Executed copies of the District's certification as to arbitrage and other matters relative to the tax status of the interest on the Bonds under Section 148 of the Internal Revenue Code of 1986, as amended;

A certificate from the District's Consulting Engineer, in substantially the form attached hereto as Exhibit E and a certificate of the Landowner Engineer in substantially the form attached hereto as Exhibit H dated the Closing Date and addressed to the District and the Underwriter;

a certificate of the Methodology Consultant as described in the Limited Offering Memorandum stating that: (i) the Methodology Consultant consents to the use of the Methodology as an appendix to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum (the "Report") and consents to the references to the firm in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum; (ii) the information contained in the Limited Offering Memorandum under the caption "ASSESSMENT METHODOLOGY" is true and correct in all material respects and does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading; (iii) except as disclosed in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, the firm knows of no material change in the matters described in the Report and is of the opinion that the considerations and assumptions used in compiling the Report are reasonable;
(iv) the information contained in the Report did not, and does not, contain any untrue statement of a material fact and did not, and does not, omit to state a material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (v) the Series 2020 Assessments, as initially levied, and as may be reallocated from time to time as permitted by the resolutions adopted by the District with respect to the Series 2020 Assessments, are sufficient to enable the District to pay the debt service on the Bonds through the final maturity thereof.

A Declaration of Consent to Jurisdiction of Lakewood Ranch Stewardship District and to Imposition of Special Assessments or similarly titled document (the "Declaration of Consent") executed and delivered by each owner of real property within the District which is subject to the Series 2020 Assessments;

Evidence that the Assessment Resolution contains language permitting prepayment of the Series 2020 Assessments consistent with the financing structure, in a manner reasonably satisfactory to the Underwriter and its counsel, and that the Methodology reflects such structure;

of the Bonds;

Evidence of a final, non-appealable judgment of validation

Such additional documents as may be required by the

Indenture to be delivered as a condition precedent to the issuance of the Bonds;

A special assessment acknowledgement from any party holding a mortgage on any property within the boundaries of the District owned by the Landowner;

Executed copy of Internal Revenue Service Form 8038-G relating to the Bonds;

A certificate of the District Manager in the form attached as

Exhibit J;

Such additional legal opinions, certificates, instruments and
other documents as the Underwriter may reasonably request including certifications and opinions regarding information contained in the Limited Offering Memorandum, to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the District's representations and warranties contained herein and of the statements and information contained in the Limited Offering Memorandum and the due performance or satisfaction by the District on or prior to the date of the Closing of all the agreements then to be performed and conditions then to be satisfied by it.

If the District or the Landowner shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Bond Purchase Contract, unless waived in writing by the Underwriter, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Contract, this Bond Purchase Contract shall terminate and neither the Underwriter nor the District shall be under any further obligation hereunder, except that the respective obligations of the District and the Underwriter set forth in Section 11 hereof shall continue in full force and effect.

Termination. The Underwriter shall also have the right to terminate its obligations under this Bond Purchase Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the District of its election to do so if, after the execution hereof and prior to the Closing:

an event shall occur which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Limited Offering Memorandum or which is not reflected in the Limited Offering Memorandum but should be reflected therein in order to make the statements contained therein not misleading in any material respect and requires an amendment of or supplement to the Limited Offering Memorandum and the effect of which, in the judgment of the Underwriter, would materially adversely affect the market for the Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Bonds; or

legislation shall be introduced in, enacted by, reported out of committee, or recommended for passage by either House of the Congress, or recommended to the Congress or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or a bill to amend the Code (which, if enacted, would be effective as of a date prior to the Closing) shall be filed in either House, or a decision by a court of competent jurisdiction shall be rendered, or a regulation or filing shall be issued by or on behalf of the Department of the Treasury or the Internal Revenue Service of the United States, or other agency of the federal government, or a release or official statement shall be issued by the President of the United States, the Department of the Treasury or the Internal Revenue Service of the United States, in any such case with respect to or affecting (directly or indirectly) the taxation of interest received on obligations of the general character of the Bonds which, in the opinion of the Underwriter, materially adversely affects the market for the Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Bonds; or

a stop order, ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, sale or distribution of obligations of the general character of the Bonds is in violation or would be in violation of any provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or the Trust Indenture Act of 1939, as amended; or

legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended (the "Securities Act"), or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Limited Offering Memorandum or otherwise, is or would be in violation of the federal securities law as amended and then in effect;

there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war or other calamity or crisis including but not limited to a pandemic the effect of which on financial markets is such as to make it, in the reasonable judgment of the Underwriter, impractical or inadvisable to proceed with the offering of the Bonds as contemplated in the Limited Offering Memorandum; or

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there shall have occurred a general suspension of trading, minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required on the New York Stock Exchange or other national stock exchange whether by virtue of a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental agency having jurisdiction or any national securities exchange shall have: (i) imposed additional material restrictions not in force as of the date hereof with respect to trading in securities generally, or to the Bonds or similar obligations; or (ii) materially increased restrictions now in force with respect to the extension of credit by or the charge to the net capital requirements of Underwriters or broker-dealers such as to make it, in the judgment of the Underwriter, impractical or inadvisable to proceed with the offering of the Bonds as contemplated in the Limited Offering Memorandum; or

a general banking moratorium shall have been declared by federal, Florida, New York or Massachusetts state authorities or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred such as to make it, in the judgment of the Underwriter, impractical or inadvisable to proceed with the offering of the Bonds as contemplated in the Limited Offering Memorandum.

The District or Landowner has, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, related solely and exclusively to the lands subject to the Series 2020 Assessments or impacting the Series 2020 Assessments or, there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District or Landowner other than in the ordinary course of its business.

Expenses.

The Underwriter shall be under no obligation to pay, and the District shall pay, any expense incident to the performance of the District's obligations hereunder including, but not limited to: the cost of preparation, printing and delivery of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in reasonable quantities (but in no event less than as may be required by Section 5 hereof); the cost of preparation, printing and delivery of any supplements and amendments to the Limited Offering Memorandum; the cost of preparation and printing of the Bonds; the fees and disbursements of Bond Counsel and counsel to the District; the fees and disbursements of the District Manager, Methodology Consultant and Municipal Advisor; the fees and disbursements of any engineers, accountants, and other experts, consultants or advisors retained by the District; the fees and expenses of the Trustee, Paying Agent and Bond Registrar, and of their respective counsel, if any; expenses incurred on behalf of the District's employees which are incidental to implementing this Bond Purchase Contract, including without limitation, meals, transportation and lodging and the cost of recording in the Official Records of Manatee County any Financing Documents or Ancillary Documents, or other documents or certificates that are required to be recorded pursuant to the terms of this Bond Purchase Contract. The District shall record all documents required to be provided in recordable

from hereunder within seven business days after the Closing Date, which obligation shall survive Closing.

The Underwriter shall pay: the cost of preparation and printing of this Bond Purchase Contract; and all other expenses incurred by it in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by it, not provided for in (a) above.

Notices. Any notice or other communication to be given to the District under this Bond Purchase Contract may be given by delivering the same in writing to the District Manager at PFM Group Consulting LLC, 12051 Corporate Blvd., Orlando, Florida 32817, Attention: Hank Fishkind, with a copy to District Counsel at Hopping Green & Sams, P.A., 119 South Monroe Street, Suite 300, Tallahassee, Florida 32301, Attention: Jonathan Johnson, and any notice or other communication to be given to the Underwriter under this Bond Purchase Contract may be given by delivering the same in writing to MBS Capital Markets, LLC, 152 Lincoln Avenue, Winter Park, FL 32789, Attention: Brett Sealy.

Parties In Interest; Survival of Representations. This Bond Purchase Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the District's representations, warranties and agreements contained in this Bond Purchase Contract shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; and (ii) delivery of and payment for the Bonds pursuant to this Bond Purchase Contract.

Effectiveness. This Bond Purchase Contract shall become effective upon the execution by the appropriate officials of the District and shall be valid and enforceable at the time of such acceptance. To the extent of any conflict between the provisions of this Bond Purchase Contract and any prior contract between the parties hereto, the provisions of this Bond Purchase Contract shall govern.

Headings. The headings of the sections of this Bond Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof.

Amendment. No modification, alteration or amendment to this Bond Purchase Contract shall be binding upon any party until such modification, alteration or amendment is reduced to writing and executed by all parties hereto.

Governing Law. The laws of the State of Florida shall govern this Bond Purchase Contract.

Counterparts. This Bond Purchase Contract may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatories upon the same instrument. Facsimile and pdf signatures shall be deemed originals.

Severability. If any provision of this Bond Purchase Contract is, or is held to be invalid or unenforceable as applied in any particular case in any jurisdiction because it conflicts with any provision(s) of any constitution, rule or public policy, statute or any other reason, such

circumstances shall not make the provision in question invalid or unenforceable in any other case or circumstance, or make any other provision (s) or this Bond Purchase Contract invalid or unenforceable.

General. This Bond Purchase Contract shall constitute the entire agreement, and supersedes any and all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

18

SIGNATURE PAGE FOR BOND PURCHASE CONTRACT
Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020
(Azario Project)

Accepted and agreed to as of the date first above written:

Very truly yours,

MBS CAPITAL MARKETS, LLC

Accepted and agreed to as of the date first above written:

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:

Managing Partner

By:
Chair, Board of Supervisors

EXHIBIT A

DISCLOSURE AND TRUTH-IN-BONDING STATEMENT

The undersigned, as Underwriter, proposes to negotiate with the Lakewood Ranch Stewardship District (the "District") for  the purchase of  its Special Assessment Revenue Bonds,
Series  2020  (Azario  Project) in  the  original aggregate  principal amount  of  $ 	(the
"Bonds"). Arrangements for the purchase of the Bonds by the Underwriter from the District and the sale of the Bonds by the District to the Underwriter will include a Bond Purchase Contract between the District and the Underwriter that will embody the negotiations in respect thereof.

The purpose of this certificate is to furnish, pursuant to the provisions of Section 218.385(2), (3) and (6), Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the purchase and sale of the Bonds. Prior to the award of the Bonds to the Underwriter, the following information is hereby furnished to the District:

The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the issuance of the Bonds are set forth in Schedule I attached hereto.

Based upon the knowledge of the Underwriter, there are no "finders", as defined in Section 218.386, Florida Statutes, as amended, connected with the issuance of the Bonds.

The amount of underwriting spread expected to be realized is:

$/1,000	Amount	
Average Takedown:	$	
Management Fee	$	
Expenses:	$	
Total	$	

There is no fee, bonus or other compensation to be paid by the Underwriter in connection with the issuance of the Bonds to any person not regularly employed or retained by the Underwriter, except as specifically enumerated as expenses referred to in paragraph (1) above to be incurred by the Underwriter as set forth in Schedule I attached hereto.

For purposes of subsections (2) and (3) of Section 218.385, Florida Statutes, as amended, the following Truth-in-Bonding Statement is made with respect to the Bonds:

The District is proposing to issue $ 	of the Bonds for the purpose of providing moneys to: (i) finance the cost of acquiring, constructing and equipping the assessable improvements comprising the 2020 Project, (ii) pay certain costs associated with the issuance of the Bonds, (iii) pay the interest to become due on the Bonds on November 1, 2020, and (iv) fund the 2020 Reserve Account. The Bonds are expected to be repaid over a period of approximately
         years. At the interest rates set out in Exhibit B to the Purchase Contract, total interest paid over the life of the Bonds will be approximately $ 	.

A-1

The source of repayment for the Bonds is the revenues derived by the District from the Series 2020 Assessments imposed, levied and collected upon real property located within the District specially benefited by the 2020 Project (as defined in the Twenty-Eighth Supplemental Indenture).   Issuing the Bonds  will  result in $ 	(representing the average annual debt service payments due on the Bonds) of such special assessment revenues of the District not being available to the District on an annual basis to finance other services of the District; provided however, that in the event that the Bonds were not issued, the District would not be entitled to impose and collect the Series 2020 Assessments in the amount of the principal of and interest to be paid such Bonds.
The name and address of the Underwriter is: MBS Capital Markets, LLC
152 Lincoln Avenue Winter Park, FL 32789

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IN WITNESS WHEREOF, the undersigned has executed this Disclosure and Truth-in- Bonding Statement on behalf of the Underwriter this 	day of 	, 2020.

MBS CAPITAL MARKETS, LLC

By:
Managing Partner

SCHEDULE I

Underwriter's Expenses	Amount	
Underwriter's Counsel	$	
Travel Expenses	$	
Communication	$	
Day Loan	$	
Clearance & Settlement Charges	$	
CUSIP/DTC	$	
Contingency	$	
Total:	$	

EXHIBIT B TERMS OF BONDS
Par Amount: $

Amounts, interest rates, maturity dates and prices:

$	%	Term Bonds Due May 1,  		Price:	
$	%	Term Bonds Due May 1,  		Price:	
$	%	Term Bonds Due May 1,  		Price:	
$	%	Term Bonds Due Nay 1, 		Price:	

Redemption Provisions:

Optional Redemption.

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

Mandatory Sinking Fund Redemption.

The Bond maturing on May 1,  is subject to mandatory redemption in part by the  District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Twenty-Eighth 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 date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year	Amortization
Installment	
	$	

*		

Maturity

The Bond maturing on May 1,  is subject to mandatory redemption in part by the  District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Twenty-Eighth 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 date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year	Amortization
Installment	
	$	

*		
Maturity

The Bond maturing on May 1,  is subject to mandatory redemption in part by the  District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Twenty-Eighth 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 date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year	Amortization
Installment	
	$	

*		

Maturity

The Bond maturing on May 1,  is subject to mandatory redemption in part by the  District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Twenty-Eighth 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 date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year	Amortization
Installment	
	$	

*		

Maturity

Upon redemption or purchase of the 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 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 Bonds (the annual principal amounts so determined 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 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part on a pro rata basis determined by the ratio of the Outstanding principal amount of each maturity of the Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding 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 date of redemption, if and to the extent that any one or more of the following shall have occurred:

On May 1, 2021, from accounts transferred to the 2020 Prepayment Subaccount of the 2020 Redemption Account from the Retainage Subaccount in the 2020 Acquisition and Construction Account as provided in 403(b) of the Twenty-Eighth Supplemental Indenture;

On or after the Date of Completion of the 2020 Project, by application of moneys transferred from either subaccount in the 2020 Acquisition and Construction Account to the 2020 Prepayment Subaccount of the 2020 Redemption Account in accordance with the terms of the Indenture; or

Amounts are deposited into the 2020 Prepayment Subaccount of the 2020 Redemption Account from the prepayment of Series 2020 Assessments and from amounts deposited into the 2020 Prepayment Subaccount from the 2020 Reserve Account; or

When the amount on deposit in the 2020 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all Bonds then Outstanding as otherwise provided in the Twenty-Eighth Supplemental Indenture.

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EXHIBIT C

BOND COUNSEL'S SUPPLEMENTAL OPINION

September 	, 2020
Board of Supervisors
Lakewood Ranch Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Winter Park, Florida

$ 	
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2020 (Azario Project)

Ladies and Gentlemen:

We have served as Bond Counsel to the Lakewood Ranch Stewardship District (the "Issuer")  in connection with the issuance by  the Issuer  of  its $ 	Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the “Series 2020 Bonds”). The Series 2020 Bonds are being issued pursuant to Resolution No. 2005-16 adopted by the Board of Supervisors of the Issuer (the “Board") on August 23, 2005, as supplemented and amended by Resolution No. 2020-
         duly adopted by the Board on August 6, 2020 (collectively, the “Resolution”). The Series 2020 Bonds are being further issued under and are secured by a Master Trust Indenture dated as of September 1, 2005 (the “Master Indenture”), as supplemented with respect to the Series 2020 Bonds by a Twenty-Eighth Supplemental Trust Indenture dated as of September 1, 2020 (the “Twenty-Eighth Supplement” and, together with the Master Indenture, the “Indenture”), each by and between the Issuer and U.S. Bank National Association, as trustee.

All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as ascribed to them in the Indenture.

The opinions expressed herein are supplemental to and are subject to all qualifications, assumptions, limitations, caveats and reliances contained in our bond counsel opinion rendered to the Issuer as of the date hereof pertaining to the Series 2020 Bonds (the "Bond Counsel Opinion"). MBS Capital Markets, LLC may rely on the Bond Counsel Opinion as though the Bond Counsel Opinion were addressed to MBS Capital Markets, LLC.

We have reviewed the statements contained in the Limited Offering Memorandum under the sections “DESCRIPTION OF THE 2020 BONDS”, “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS” (excluding statements contained in the subsections “Agreement for Assignment or Development Rights,” “True-Up Agreement” and “Completion Agreement,” as to which no view is expressed) “COLLECTION  OF SERIES 2020 ASSESSMENTS,” and “FUNDS AND ACCOUNTS” and believe that insofar as such statements

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purport to summarize certain provisions of the Indenture and the Series 2020 Bonds, such statements are accurate summaries of the provisions purported to be summarized. We have also reviewed the information contained in the Limited Offering Memorandum under the section captioned "TAX MATTERS" and believe that such information is accurate.

Other than as set forth above, we express no opinion with respect to the accuracy, completeness, fairness or sufficiency of the Limited Offering Memorandum, the statistical or financial data contained therein, or any exhibit or attachments thereto or with respect to DTC and its book-entry system.

The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended.

This opinion letter may be relied upon by you only and only in connection with the transaction to which reference is made above and may not be used or relied upon by any other person for any purposes whatsoever without our prior written consent. The delivery of this letter to a non-client does not create an attorney-client relationship.

The opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof.

Respectfully submitted,

BRYANT MILLER OLIVE P.A.

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C-2

EXHIBIT D

September , 2020 Lakewood Ranch Stewardship District
Manatee and Sarasota Counties, Florida

MBS Capital Markets, LLC Winter Park, Florida

U.S. Bank National Association as Trustee Fort Lauderdale, Florida
(solely for reliance upon Section C.1 and C.3)

Re:	$ 		Lakewood	Ranch	Stewardship	District	Special
Assessment Revenue Bonds, Series 2020 (Azario Project)

Ladies and Gentlemen:

We serve as counsel to the Lakewood Ranch Stewardship District (“District”), a local unit of special-purpose government established pursuant to the laws of the State of Florida, in connection with the sale by the District of its $ 	Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Azario Project) (“Bonds”). This letter is delivered to you pursuant to Section 207 of the Master Indenture (defined below), Section 207 of the Supplemental Trust Indenture (defined below), and Section 9 of the Bond Purchase Contract (referenced below), and is effective as of the date written above. Each capitalized term not otherwise defined herein has the meaning given to it in the Indenture (defined herein).

DOCUMENTS EXAMINED
In rendering the opinions set forth below, we have examined and/or relied upon the following documents and have made such examination of law as we have deemed necessary or appropriate:

Chapter 2005-338, Laws of Florida, effective as of June 17, 2005, as amended by Chapter 2009-263, Laws of Florida, effective as of June 16, 2009, Chapter 2018-178, Laws of Florida, effective as of March 23, 2018, and Chapter 2020-180, Laws of Florida, effective as of May 23, 2020, each of which were enacted by the Florida Legislature;
the Master Trust Indenture, dated as of September 1, 2005 (“Master Indenture”), as supplemented by the Twenty-Eighth Supplemental Trust Indenture, dated as of September 1, 2020 (“Supplemental Trust Indenture,” and together with the Master Indenture, “Indenture”), each by and between the District and U.S. Bank National Association, as successor trustee and trustee, respectively (“Trustee”);
Resolutions Nos. 2005-16 and 2020- adopted by the District on August 23, 2005 and August 6, 2020, respectively (collectively, “Bond Resolution”);

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[The Engineer’s Report for Azario Lakewood Ranch, dated December 2020 (“Engineer’s Report”), which describes among other things, the “Project;” ]
the Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area, dated October 4, 2020, and the Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area, dated 	, 2020 (collectively, “Assessment Methodology”);
Resolution Nos.  2020-        and  2020-      adopted by the District on 	, and

Resolution  Nos.  2020- 	

and  2020- 	

adopted  by  the  District  on   	

(collectively, “Assessment Resolution”), establishing the debt service special assessments (“Debt Assessments”) securing the Bonds;
the Final Judgment issued on December 20, 2005 by the Circuit Court for the Twelfth Judicial Circuit in and for Manatee and Sarasota Counties, Florida in Case No. 2005- CA-005205, and Certificate of No Appeal issued on January 30, 2006;
the Preliminary Limited Offering Memorandum dated August    , 2020 (“PLOM”) and Limited Offering Memorandum dated August , 2020 (“LOM”);
certain certifications by MBS Capital Markets, LLC (“Underwriter”), as underwriter to the sale of the Bonds;
certain certifications of Stantec Consulting Services, Inc., as District Engineer;
certain certifications of Taylor Morrison of Florida, Inc., as Developer;
certain certifications of Waldrop Engineering, P.A., as Developer’s Engineer;
certain certifications of PFM Group Consulting LLC, as District Manager and PFM Financial Advisors LLC as Assessment Consultant;
general and closing certificate of the District;
an opinion of Bryant Miller Olive P.A. (“Bond Counsel”) issued to the District in connection with the sale and issuance of the Bonds;
an opinion of Holland & Knight LLP (“Trustee Counsel”) issued to the District and Underwriter in connection with the sale and issuance of the Bonds;
an opinion of Brick Street Law, issued to the District and the Underwriter in connection with the sale and issuance of the Bonds (“Developer’s Counsel”);
an opinion of Schroeder-Manatee Ranch, Inc.’s in-house counsel, issued to the Underwriter in connection with the sale and issuance of the Bonds (“SMR Counsel”);
the following agreements (“Bond Agreements”):
the Acquisition Agreement between the District and the Developer, and dated September 	, 2020;
the Bond Purchase Contract between the Underwriter and the District, and dated
 	, 2020 (“BPC”);
the Collateral Assignment and Assumption Agreement between the District and the Developer, and dated September 	, 2020;
the Completion Agreement between the District and the Developer, and dated September 	, 2020;
the Continuing Disclosure Agreement between the District, the Developer, and the District Manager as dissemination agent, and dated December 	, 2020;
the True-Up Agreement between the District and the Developer, and dated September 	, 2020;

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D-2

a Declaration of Consent to Jurisdiction and to Imposition of Special Assessments (Azario Project) executed by the Developer and dated September 	, 2020;
the Mortgagee Special Assessment and Collateral Assignment Subordination Acknowledgment executed by SMR Northeast, LLC; and
such other documents as we have deemed necessary or appropriate in rendering the opinions set forth below.
We have also attended various meetings of the District and have participated in conferences from time to time with representatives of the District, the District Engineer, the District Manager and Assessment Consultant, Bond Counsel, the Underwriter, counsel to the Underwriter, the Developer, Developer’s Engineer, Developer’s Counsel, SMR Counsel, and others relative to the Limited Offering Memorandum and the related documents described herein.

RELIANCE
This opinion is solely for the benefit of the (i) District; (ii) the Underwriter; and (iii) the Trustee; however, the Trustee may only rely on this opinion for the limited purposes of the opinions stated in Sections C.1 and C.3. This opinion may not be relied on by any other party or for any other purpose without our prior written consent. Notwithstanding the foregoing, no attorney-client relationship has existed or exists between the undersigned and the Underwriter or Trustee in connection with the Bonds by virtue of this opinion

OPINIONS
Based on the foregoing, and subject to the qualifications and assumptions set forth herein, we are of the opinion that:

Authority – Under the Florida Constitution and laws of the State, the District has been duly established and validly exists as a local unit of special purpose government and a special district under Chapter 2005-338, Laws of Florida, as amended, and Chapter 189, Florida Statutes (collectively, the “Act”), with such powers as set forth in the Act, and with good, right and lawful authority: (a) to enter into and to consummate the transactions contemplated by the Bond Resolution, the Assessment Resolution, the Indenture, the Bonds and the Bond Agreements; (b) to issue the Bonds for the purposes for which they are issued; (c) to impose, levy, collect and enforce the Debt Assessments and pledge the 2020 Trust Estate to secure the Bonds as provided in the Indenture; (d) to adopt the Bond Resolution and the Assessment Resolution; and (e) to perform its obligations under the terms and conditions of the Bond Resolution, the Assessment Resolution, the Bond Agreements, the Bonds and the Indenture.

Assessments – The proceedings by the District with respect to the Debt Assessments have been in accordance with Florida law. The District has taken all action necessary to authorize and execute the Assessment Resolution and to levy and impose the Debt Assessments as set forth in the Assessment Resolution, Assessment Methodology, and/or other applicable documents. The Debt Assessments constitute legal, valid, binding and enforceable first liens upon the property against which such Debt Assessments are assessed, co-equal with the lien of all state, county, district and municipal taxes and assessments, and superior in dignity to all other liens, titles and claims, until paid.

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Agreements – The (a) Bond Resolution, (b) Bonds, (c) Indenture, and (d) Bond Agreements (assuming due authorization, execution and delivery of documents (b) – (d) listed herein by any parties thereto other than the District) have been duly and validly authorized, executed and delivered by the District, have been duly approved and adopted and/or issued by the District, are in full force and effect, constitute legal, valid and binding obligations of the District, and are enforceable against the District in accordance with their respective terms. All conditions prescribed in the Indenture as precedent to the issuance of the Bonds have been fulfilled.

Validation – The Bonds have been validated by a final judgment of the Circuit Court in and for Manatee and Sarasota Counties, Florida, of which no timely appeal was filed.

Governmental Approvals – As of the date hereof, all necessary consents, approvals, waivers or other actions by or filings with any governmental authority or other entity that are required for: (a) the adoption of the Bond Resolution and the Assessment Resolution; (b) the issuance, sale, execution and delivery of the Bonds upon the terms set forth in the BPC, PLOM, and LOM; (c) the execution and delivery of the Indenture and Bond Agreements; and (d) the performance by the District of the transactions required hereby, have been duly obtained or made and are in full force and effect.

PLOM and LOM – The District has duly authorized the execution, delivery and distribution by the Underwriter of the PLOM and LOM. To our knowledge, and based upon our review of the PLOM and LOM and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the PLOM and LOM, and as of the date of their respective issuances, and with respect to the PLOM, the date of the BPC, and with respect to the LOM, the date hereof, nothing has come to our attention which would lead us to believe that the PLOM and LOM contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, provided however that the opinions stated herein extend only to the following provisions of the PLOM and LOM: “INTRODUCTION,” “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS – Agreement for Assignment of Development Rights, Completion Agreement, and True Up Agreement,” “ENFORCEMENT OF ASSESSMENT COLLECTIONS,” “THE DISTRICT” (excluding the subcaption “The District Manager”), “ASSESSMENT METHODOLOGY,” “AGREEMENT BY THE STATE,” CONTINUING DISCLOSURE” (as it relates to the District only), “LITIGATION” (as it relates to the District only), and “VALIDATION,” and further provided however that the opinions stated herein do not extend to any statements that constitute descriptions of the Bonds or the Indenture. No information or opinion is offered as to any remaining provisions of the PLOM or LOM.

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Litigation –Based on inquiry of the District’s Registered Agent for service of process and the fact that we have not been served with notice, there is no litigation pending or, to the best of our knowledge, threatened against the District:
seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of the proceeds thereof, or the imposition, levy or collection of the Debt Assessments or the 2020 Trust Estate pledged for the payment of the debt service on the Bonds; (b) contesting or affecting the authority for the authority for the Debt Assessments, the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Indenture, the Bond Agreements or the transactions contemplated thereunder; (c) contesting or affecting the establishment or existence of the District or any of its Supervisors, officers or employees, its assets, property or condition, financial or otherwise, or contesting or affecting any of the powers of the District, including its power to enter into the Indenture or the Bond Agreements, or its power to determine, assess, levy, collect and pledge the Debt Assessments for the payment of the debt service on the Bonds; or (d) specifically contesting the exclusion from federal gross income of interest on the Bonds.

Compliance with Laws – To the best of our knowledge, the District is not, in any manner material to the issuance of the Bonds or the Debt Assessments, in breach of or default under any applicable provision of the Act or constitutional provision, statute, or administrative regulation of the State of Florida, or any applicable judgment or decree, any loan agreement, indenture, bond, note, resolution, agreement (including the Bond Agreements and Indenture), or any other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of our knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the District under any such instrument; provided, however, that no opinion is expressed as to compliance with any state or federal tax or securities laws.

Authority to Undertake the Project - Based on certificates of the District Engineer, the Developer’s Engineer, and the Developer, and an opinion of Developer’s Counsel, the District has good right and lawful authority under the Act to undertake the Project being financed with the proceeds of the Bonds, subject to obtaining such licenses, orders or other authorizations as are, at the date of hereof, required to be obtained from any agency or regulatory body having lawful jurisdiction in order to undertake the Project.

CERTAIN ASSUMPTIONS
In rendering the foregoing opinions, we have assumed the following: (1) that all public records, certifications, agreements and other documents examined by us that have been executed or certified by public officials acting within the scope of their official capacities are authentic, truthful and accurate; (2) that copies of such public records, certifications, agreements, and other documents furnished to us are authentic and conform to the originals; (3) that all signatures on executed public records, certifications, agreements and other documents are genuine; and (4) that

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all public records, certifications, agreements and other documents have been properly authorized and are binding on each of the other parties thereto. Such assumptions do not apply to District documents.

CERTAIN QUALIFICATIONS
The foregoing opinions are subject to the following qualifications:

The opinions or statements expressed above are based solely on the laws of Florida in effect at the time of issuance of the Bonds. Accordingly, we express no opinion nor make any statement regarding the effect or application of the laws of the federal government (including but not limited to the Internal Revenue Code or any proposed changes thereto), or any other state or other jurisdiction.

Our opinion as to enforceability of any document is subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt, or similar laws, relating to or affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the exercise of judicial discretion in appropriate cases, including the fact that specific performance and other equitable remedies are granted only in the discretion of a court.

Nothing herein shall be construed as an opinion regarding the possible applicability of state securities or “blue sky” laws or federal securities laws, as to which no opinion is expressed.

We further express no opinion as to the necessity for an interest rate waiver under Florida law, or the applicability of any provision or section of the Internal Revenue Code.

We express no opinion and make no representations with regard to financial information or statistical data. We express no opinion as to compliance with any state or federal tax laws.

We have not reviewed, and therefore express no opinion, regarding any land use, real property or other related items, including but not limited to whether any entity is able to convey good and marketable title to any particular real property or interest therein and related to the Project.

With respect to any of the opinions set forth in this letter which are based on or qualified by the phrase “to our knowledge,” the words “to our knowledge” signify that, in the course of our representation of the District, no facts have come to our attention that would give us actual knowledge that any such opinions or other matters are not accurate. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any such facts, and no inference as to our knowledge of the existence of such facts should be drawn from the fact of our representation of District.

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The opinions set forth herein are based on factual representations made to us as of the date hereof. We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may thereafter come to our attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the courts or any other entity; rather, our opinions represent our professional judgment based on our review of existing law, and in reliance on the representations and covenants that we deem relevant to such opinions.

Very truly yours,

HOPPING GREEN & SAMS, P.A.

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EXHIBIT E

CERTIFICATE OF ISSUER'S CONSULTING ENGINEER

September 	, 2020

Lakewood Ranch Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Winter Park, Florida

U.S. Bank National Association Orlando, Florida

Re:	$ 	Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the "Bonds")

Ladies and Gentlemen:

The undersigned serves as the Consulting Engineer to Lakewood Ranch Stewardship District (the "Issuer"). This Certificate is furnished pursuant to Section 9 of the Bond Purchase Contract dated 	, 2020 between the Issuer and MBS Capital Markets, LLC relating to the sale of the above-captioned Bonds (the "Bonds"). Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Contract or in the Limited Offering Memorandum dated 	, 2020 relating to the Bonds (the "Limited Offering Memorandum").

All governmental permits and approvals required to commence and complete construction, acquisition and installation of the 2020 Project have been obtained or can reasonably be obtained in the ordinary course.  The 2020 Project is expected to be completed by 	 ,

20

dated

.

The  information contained  in  the  Preliminary Limited  Offering Memorandum
, 2020 and the Limited Offering Memorandum under the caption "THE CAPITAL

IMPROVEMENT PROGRAM,” does not, to the best of our knowledge, contain any untrue
statement of a material fact and did not, and does not, omit to state a material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

STANTEC CONSULTING SERVICES INC.

By:

Title:

EXHIBIT F CERTIFICATE OF LANDOWNER
 	, 2020

Lakewood Ranch Stewardship District
c/o PFM Financial Consultants LLC., as District Manager Orlando, Florida

MBS Capital Markets, LLC Winter Park, Florida

U.S. Bank National Association Fort Lauderdale, Florida

Re:	$ 	Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the "Bonds")

The undersigned, a duly authorized representative of Taylor Morrison of Florida, Inc., a Florida corporation (the "Landowner") hereby certifies that:

This Certificate is furnished pursuant to Section 9 of the Bond Purchase Contract (the   "Bond   Purchase Contract")  dated 	, 2020, between the Lakewood Ranch Stewardship District (the "District") and MBS Capital Markets, LLC relating to the sale of the above referenced Bonds. Terms used herein in capitalized from and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Contract.

The Landowner is a Florida corporation organized, existing and in good standing under the laws of the State of Florida and has the power to conduct its business as described in the Limited Offering Memorandum.

The information contained in the Preliminary Limited Offering 	, 2020, and the Limited Offering Memorandum dated , 2020, each relating to the Bonds, under the captions or subcaptions "INTRODUCTION" (to the extent it describes the Landowner, Azario Lakewood Ranch or the 2020 Project), “THE DEVELOPMENT,” “THE DEVELOPER,” "BONDHOLDERS' RISKS" (to the extent it describes the Landowner, Azario Lakewood Ranch or the 2020 Project) –"LITIGATION – The Developer” and CONTINUING DISCLOSURE  –  The Developer” is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading. The Landowner agrees that if between the date hereof and the earlier of: (i) ninety (90) days from the end of the

"Underwriting Period" as defined in Securities Exchange Commission Rule 15c2-12 (17 CFR 240.15c2-12) ("Rule 15c2-12"); or (ii) the time when the Limited Offering Memorandum is available to any person from a nationally recognized municipal securities information repository (but in no event less than twenty-five (25) days following the end of the Underwriting Period), any event shall occur of which the Landowner shall have actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact relating to the Landowner or the Azario Lakewood Ranch or the 2020 Project, or to omit to state a material fact relating to the Landowner or Azario Lakewood Ranch or 2020 Project necessary to make the statements therein, in the circumstances under which were made, not misleading, the Landowner shall notify the Underwriter thereof, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the Landowner will, at its expense, supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter.

Each of the Ancillary Documents to which the Landowner is a party of and the Declaration of Consent and the Continuing Disclosure Agreement (collectively, the "Landowner Documents"), is a valid and binding obligation of the Landowner, enforceable against the Landowner in accordance with its terms, subject to the effect of bankruptcy and similar laws and general equitable principles that may limit enforcement. To the knowledge of the undersigned, the execution and delivery by the Landowner of the Landowner Documents does not violate the Landowner organizational documents or any judgment, order, writ, injunction or decree binding on Landowner or any indenture, agreement, or other instrument to which the Landowner is a party. The Landowner has reviewed and approved the Landowner Documents.

All information provided by the Landowner to the Underwriter and/or Underwriter's counsel in response to the Underwriter's due diligence request in connection with the Bonds or provided to the Underwriter for distribution to potential purchasers of the Bonds or provided directly to such potential purchasers by the Landowner is true and correct in all material respects and does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading. There is no litigation threatened or pending against the Landowner which may result in any material adverse change in the business, properties, assets or financial condition of the Landowner.

As of the date hereof, there has been no material adverse change in the business, properties, assets or financial condition of the Landowner that would have a material and adverse impact on the value of Azario Lakewood Ranch or the ability of Landowner to develop such lands which has not been disclosed to the Underwriter.

The Landowner consents to the levy of the Series 2020 Assessments on the lands in the District owned by Landowner. The levy of the Series 2020 Assessments on the lands in the District owned by Landowner will not conflict with or constitute a breach of or default under any agreement, mortgage, lien or other instrument to which the Landowner is a party or to which its property or assets are subject.

There is no litigation pending or, to our knowledge, threatened which would prevent or prohibit the development of Azario Lakewood Ranch or the 2020 Project in accordance

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with the description thereof in the Limited Offering Memorandum and the Consulting Engineers' Report annexed thereto. The Landowner is proceeding in its normal course of business to develop Azario Lakewood Ranch. Except as otherwise disclosed in the Limited Offering Memorandum, there is no action, suit or proceedings at law or in equity by or before any court or public board or body pending or, solely to the best of our knowledge, threatened against the Landowner (or any basis therefor) (a) seeking to restrain or enjoin the execution or delivery of Landowner Documents,
contesting or affecting the validity or enforceability of the Landowner Documents, or any and all such other agreements or documents as may be required to be executed, or the transactions contemplated thereunder, (c) contesting or affecting the establishment or existence, of the Landowner, or of the Landowner 's business, assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Landowner or the development of Azario Lakewood Ranch or the 2020 Project as described in the Limited Offering Memorandum.

The Landowner has not made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. The Landowner has not indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee. The Landowner is not insolvent.

There are no mortgages or similar liens on the real property owned or to be owned by the Landowner within the area subject to the Series 2020 Assessments as of the date hereof other than as disclosed in the Limited Offering Memorandum.

All 2019 and prior years taxes relating to the lands in the District owned by the Landowner have been paid and there are no real estate taxes currently due with respect to such lands which are unpaid.

Nothing has occurred which would lead the Landowner to believe that all water and sewer utilities necessary to serve Azario Lakewood Ranch, as such is described in the Limited Offering Memorandum, are, or will be, available as and when needed. The lands in Azario Lakewood Ranch have the appropriate land use, zoning and other governmental approvals and development agreements to permit the development thereof as contemplated by the Limited Offering Memorandum and the Consulting Engineer's Report attached thereto. Except as otherwise disclosed in the Limited Offering Memorandum, all material conditions of the governmental development approvals and agreements applicable to the land in Azario Lakewood Ranch have been complied with as of the date hereof or will be complied with in due course and there are no conditions therein that must be complied with in the future that would limit the development of Azario Lakewood Ranch (including infrastructure improvements needed for Azario Lakewood Ranch not included in the 2020 Project) as described in the Limited Offering Memorandum.

The Landowner acknowledges that it will have no rights under Chapter 170, Florida Statutes, as amended, to prepay, without interest, the Series 2020 Assessments imposed on lands in the District owned by it within thirty (30) days following completion of the 2020 Project and acceptance thereof by the District.

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The Landowner acknowledges that the Bonds have the debt service requirements set forth under the heading "DEBT SERVICE REQUIREMENTS FOR 2020 BONDS" in the Limited Offering Memorandum and that the Series 2020 Assessments will be levied by the District at times, and in amounts sufficient, to enable the District to pay debt service on the Bonds when due.

The Landowner has complied as described in the Limited Offering Memorandum with all continuing disclosure commitments undertaken by it pursuant to Rule 15c2-12 prior to the date hereof.
All contracts for sale entered into by Landowner for real property to be encumbered by Series 2020 Assessments have contained the disclosure language required by Chapter 2005- 338(6)(28) Laws of Florida.

The consummation of the transactions described in the Limited Offering Memorandum, including the execution and delivery of the Landowner Documents and the performance thereof, does not on the date hereof and will not at the time of such consummation, conflict with or constitute on the part of the Landowner a breach or violation of the terms and provisions of, or constitute a default under any existing agreement or indenture, mortgage, lease, deed of trust, note or other instrument, to which the Landowner is subject or by which it or its properties are or may be bound. The consummation of the transactions described in the Limited Offering Memorandum, applicable to the Landowner does not, on the date hereof, and will not at the time of such consummation, to the Landowner's knowledge, conflict with or constitute on the part of the Landowner a breach or violation of the terms and provisions of, or constitute a default under any existing constitution, laws, court or administrative rule or regulations, to which it is subject, or any decree, order or judgment to which it is a party or by which it is bound in force and effect on the date hereof.

The Landowner is not in material default under the Landowner Documents or any resolution, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Landowner is subject, or by which its properties are or may be bound, which would have a material adverse effect on the Development.

The Landowner is complying in all material respects with all provisions of applicable law in all material matters relating to Azario Lakewood Ranch and its undertaking as described in the Limited Offering Memorandum, including applying for all remaining necessary permits and approvals and modifications thereof as contemplated by the Limited Offering Memorandum and the Consulting Engineer's Report attached thereto. The Landowner hereby certifies that: (a) the lands in Azario Lakewood Ranch have the appropriate governmental approvals to permit the development of Azario Lakewood Ranch; (b) the Landowner has not taken any action that would cause it to be in default of and has no knowledge of any default under, any zoning condition, permit or development agreement which would adversely affect the District's ability to complete development of the capital improvement program as described in the Limited Offering Memorandum and all appendices thereto or the Landowner 's ability to complete Azario Lakewood Ranch as described in the Limited Offering Memorandum and all appendices thereto; and (c) assuming compliance with the material conditions of the governmental orders, permits and approvals applicable to Azario Lakewood Ranch, all of which conditions are within the control of the Landowner, Azario Lakewood Ranch will be able to be developed as described in the Limited Offering Memorandum.

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F-4

As of the date hereof, there has been no material adverse change in the business, properties, assets or financial condition of the Landowner which has not been disclosed to the Underwriter.

Pursuant to the terms of that certain Completion Agreement between the District and the Landowner, the Landowner agrees to fund all District capital improvements described in the Engineer's Report and needed for Azario Lakewood Ranch not financed by the District.

The Landowner is not aware of any condition related to Azario Lakewood Ranch which currently requires, or is reasonably expected to require in the foreseeable future, investigation or remediation under any applicable federal, state or local governmental laws or regulations relating to the environment.

The Landowner is not in default of any obligations to pay special assessments.

There has been no action taken by or omitted by the Landowner that impairs the contemplated transactions by the District with respect to the Bonds, including: (a) the issuance and sale of the Bonds upon the terms set forth in the Bond Purchase Contract; (b) the approval of the Limited Offering Memorandum and the signing of the Limited Offering Memorandum by a duly authorized officer of the District; (c) the acquisition and construction of the 2020 Project (as described in the Limited Offering Memorandum); and (d) the execution, delivery and receipt of the Bond Purchase Contract, the Bonds, the Master Trust Indenture dated as of September 1, 2005 (the "Master Indenture"), and the Twenty-Eighth Supplemental Trust Indenture, dated as of September 1, 2020 and together with the Master Indenture, the "Indenture"), the Continuing Disclosure Agreement, any of the Ancillary Documents and any and all such other agreements or documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated by the Limited Offering Memorandum and the Indenture. The Landowner acknowledges and consents to those provisions of the Bond Purchase Contract which reference it.

The Landowner recognizes that  the  certifications,  representations  and warranties provided by the Landowner in this certificate and by its agents pursuant to the Bond Purchase Contract (collectively, the "Certifications") serve as a material inducement for the District to issue the Bonds which will provide infrastructure, services and facilities benefiting the property within the District's boundaries, including property within Azario Lakewood Ranch, and for the Underwriter to underwrite and purchase the Bonds. The Landowner hereby holds the District and the Underwriter harmless from and against any and all proceedings, judgments, obligations, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses (including without limitation reasonable attorneys' fees, paralegals' fees, investigation expenses, court costs, interest and penalties through all negotiations, trial and appellate levels) arising out of or in connection with, or caused directly or indirectly by, any breach or failure of any of the Certifications or any of such Certifications being incorrect or misleading in any material respect or having omitted any information necessary to make such Certifications not misleading.

54033099;1

F-5

Capitalized terms not defined herein have the meaning ascribed to them in the Bond Purchase Contract for the Bonds.

Dated: 	, 2020.

TAYLOR MORRISON OF FLORIDA, INC.,

a Florida corporation By:

EXHIBIT G

[Form of Opinion of Counsel to the Developer]

U.S. BANK NATIONAL ASSOCIATION, Trustee

Board of Supervisors
Lakewood Ranch Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Winter Park, Florida

Re: $ 	Lakewood Ranch Stewardship District Special Assessment Revenue
Bonds, Series 2020 (Azario Project) (the "2020 Bonds") Ladies and Gentlemen:
We are counsel to Taylor Morrison of Florida, Inc., a Florida corporation (the “Developer”), which is the developer of certain land within the master planned community located in unincorporated Manatee County and commonly referred to Azario Lakewood Ranch (the “Development”), as both are described in the Limited Offering Memoranda (as hereinafter defined). This opinion is rendered at the request of the Developer in connection with the issuance by the Lakewood Ranch Stewardship District (the “District”) of the Series 2020 Bonds as described in the  District’s Preliminary Limited Offering Memorandum dated 	, 2020, and the District’s final Limited Offering Memorandum, dated 	 , 2020, including the appendices attached to each (collectively, the “Limited Offering Memoranda”). It is our understanding that the Series 2020 Bonds are being issued to, among other things, provide funds to (i) pay the costs of the 2020 Project, (ii) fund the 2020 Reserve Account in an amount equal to the 2020 Reserve Account Requirement for the Series 2020 Bonds, (iii) to capitalize interest on the 2020 Bonds through November 1, 2020 and (iv) pay certain costs of issuance of the 2020 Bonds.

In our capacity as counsel to the Developer, we have examined originals or copies identified to our satisfaction as being true copies of the Limited Offering Memoranda, the Completion Agreement by and between the District and the Developer, dated September , 2020, the Acquisition Agreement by and between the District and the Developer dated September , 2020, the True-Up Agreement by and between the District and the Developer dated September , 2020, the Collateral Assignment Agreement by and between the District and the Developer dated September , 2020, the Declaration of Consent to Jurisdiction and Imposition of Special Assessments by the Developer dated September , 2020, the Certificate of Developer dated September , 2020 and the Continuing Disclosure Agreement by and among the District, the Dissemination Agent, the Trustee, the Disclosure Representative named therein and the Developer dated September , 2020 (collectively, the “Documents”) and have made such examination of  law as we have deemed necessary or appropriate in rendering this opinion. In connection with the

forgoing, we have also reviewed and examined the Developer’s Articles of Incorporation dated
 	,  and  Good  Standing Certificate dated 	, 2020 and Developer’s bylaws (collectively, the “Organizational Documents”).

In rendering this opinion, we have assumed, without having made any independent investigation of the facts, the genuineness of all signatures (other than those of the Developer and its parent companies) and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the legal capacity of all natural persons.

In basing the opinions set forth in this opinion on “our knowledge”, the words “our knowledge” signify that, in the course of our representation of Developer, no facts have come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate. Except as otherwise stated in this opinion, we have undertaken no investigation or verification of such matters. Further, the words “our knowledge” as used in this opinion are intended to be limited to the actual knowledge of the attorneys within our firm who have been directly involved in representing Developer in connection with this transaction.

Based on the forgoing, we are of the opinion that:

The Developer is a corporation organized and lawfully existing and qualified to do Builders under the laws of the State of Florida.

The Developer has the power to conduct its business and to undertake the Development as described in the Limited Offering Memoranda and to enter into the Documents.

The Documents have been duly authorized, executed and delivered by the Developer and are in full force and effect. Assuming the due authorization, execution and delivery of such Documents by any other parties thereto and their authority to perform such instruments, the Documents constitute legal, valid and binding obligations of the Developer, enforceable in accordance with their respective terms.

Nothing has come to our attention that would lead us to believe the information contained in the Limited Offering Memoranda under the captions “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDOWNERS’ RISKS” (as it relates to the Developer, the Development and non-specified Bondholder risks), and “LITIGATION – The Developer” does not accurately and fairly present the information purported to be shown or contains any untrue statement of a material fact nor omits to state any material fact necessary to make the statement made therein, in light of the circumstances under which they were made, not misleading as of the respective dates of the Limited Offering Memoranda or as of the date hereof.

The execution, delivery and performance of the Documents by the Developer do not violate (i) the Organizational Documents, (ii) to our knowledge, any agreement, instrument or federal or Florida law, rule or regulation known to us to which the Developer is a party or by which Developer’s assets are or may be bound; or (iii) to our knowledge, any judgment, decree or order of any administrative tribunal, which judgment, decree, or order is binding on the Developer or its assets.

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Nothing has come to our attention that would lead us to believe that the Developer is not in compliance in all material respects with all provisions of applicable law in all material matters relating to the Developer as described in the Limited Offering Memoranda. Except as otherwise described in the Limited Offering Memoranda, (a) we have no knowledge that the Developer has not received all government permits, approvals, consents and licenses required in connection with the construction and completion of the Development, the Capital Improvement Program and the 2020 Project as described in the Limited Offering Memoranda and the Engineer’s Report, other than certain government permits, approvals, consents and licenses which are expected to be received in the ordinary course as needed; and (b) we have no actual knowledge of any default of any zoning condition, land use permit or development agreement which would adversely affect the Developer’s ability to complete development of the Development as described in the Limited Offering Memoranda and all appendices thereto.

To our knowledge, the levy of the Series 2020 Assessments on the lands within the Assessment Area (as described in the Limited Offering Memoranda) will not conflict with or constitute a breach of or default under any agreement, indenture or other instrument to which the Developer is a party or to which the Developer or any of its property or assets is subject.

To our knowledge, there is no litigation pending, and to the best of our knowledge, threatened, which would prevent or prohibit the development of the Development, the Capital Improvement Program or the 2020 Project in accordance with the descriptions thereof in the Limited Offering Memoranda and the Engineer’s Report annexed thereto as Appendix A or which could result in any material adverse change in the respective business, properties, assets or financial condition of the Developer.

To our knowledge, the Developer has not made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. To our knowledge, the Developer has not indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.

To our knowledge, the Developer is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject, which default would have a material adverse effect on the Series 2020 Bonds or the Development.

This opinion as to enforceability of any document is subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt, or similar laws relating to or affecting creditor's rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the exercise of judicial discretion in appropriate cases.

This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. The foregoing opinion applies only with respect to the laws of the State of Florida and the federal laws of the United

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States of America and we express no opinion with respect to the laws of any other jurisdiction. This letter is for the benefit of and may be relied upon solely by the addressees.

Sincerely,

J. Wayne Crosby, P.A.

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EXHIBIT H

CERTIFICATE OF LANDOWNER ENGINEER

September 	, 2020

Lakewood Ranch Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Winter Park, Florida

U.S. Bank National Association Fort Lauderdale, Florida

Re:	$ 	Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the "Bonds")

Ladies and Gentlemen:

The undersigned has been engaged to provide engineering services to TAYLOR MORRISON OF FLORIDA, INC. (the "Landowner ") in connection with the development known as Azario Lakewood Ranch located within the boundaries of Lakewood Ranch Stewardship District (the "Issuer"). This Certificate is furnished pursuant to Section 9 of the Bond Purchase Contract dated 	, 2020, between the Issuer and MBS Capital Markets, LLC relating to the sale of the above-captioned Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Contract or in the Limited  Offering Memorandum dated 	, 2020 relating to the Bonds (the "Limited Offering Memorandum").

The information under the subcaption “Zoning and Permitting” under the caption “THE  DEVELOPMENT”  in the Preliminary Limited Offering Memorandum dated 	, 2020 and the Limited Offering Memorandum is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

To the best of our knowledge, after reasonable investigation, the governmental permits and approvals currently required to complete the Azario Lakewood Ranch as described in the Limited Offering Memorandum and to complete the infrastructure needed to serve the Azario Lakewood Ranch are in place or are reasonably obtainable in the ordinary course. The infrastructure needed for Azario Lakewood Ranch not included in 2020 Project being undertaken by the Issuer is expected to be complete by            , 20      . All material conditions of the land use and zoning ordinances and other governmental development orders, approvals, and agreements

applicable to Azario Lakewood Ranch have been complied with as of the date hereof and there are no conditions therein that must be complied with in the future that would limit the development thereof (including internal subdivision improvements and master infrastructure) as described in the Limited Offering Memorandum.

The plans and specifications for Azario Lakewood Ranch have been approved by all regulatory bodies required to approve them (such regulatory bodies consisting of those referred to in Engineer's Report) or such approval can reasonably be expected to be obtained.

All water and sewer utilities necessary to serve the lands specially benefited by 2020 Project as described in the Limited Offering Memorandum, are, or will be, available as and when needed.

The portion of the 2020 Project heretofore constructed has been constructed in a sound workmanlike manner and in accordance with industry standards and the plans and specifications therefor.

The purchase price to be paid by the Issuer for any portion of the 2020 Project being acquired by the Issuer is no more than the lesser of: (i) the fair market value of such improvements and (ii) the actual cost of construction of such improvements.

The  Report  prepared  by us entitled 	and  dated 	, 2020  (the
“Report”) attached as an appendix to the Preliminary Limited Offering Memorandum and Limited Offering Memorandum was prepared in accordance with generally accepted engineering practices. The information in the Report is true and complete in all material respects containing no untrue statement of material fact and does not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

We hereby consent to the inclusion of the Report as an appendix to the Limited Offering Memoranda and to the references to the Engineers in the Limited Offering Memoranda.

WALDROP ENGINEERING, P.A.

By:
Title:

EXHIBIT I

UNDERWRITERS CERTIFICATE

The undersigned, acting on behalf of  MBS Capital Markets, LLC,  (the "Underwriter") as
the   "Underwriters"),  for  the  $ 	Lakewood   Ranch   Stewardship   District Special
Assessment Revenue Bonds, Series 2020 (Azario Project) (the "Series 2020 Bonds"), hereby certifies to the sale and issuance of the Series 2020 Bonds:

Sale of Bonds. As of the date of this certificate, for each maturity of the Series 2020 Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.

Defined Terms.

Issuer means Lakewood Ranch Stewardship District.

Maturity means Series 2020 Bonds with the same credit and payment terms Series 2020 Bonds. Series 2020 Bonds with different maturity dates, or Series 2020 Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.

Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.

Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2020 Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The Issuer may rely on the statements made herein in connection with making the representations set forth in the Federal Tax Certificate to which this Certificate is attached and in its efforts to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended (the "Code"). Bond Counsel may also rely on this Certificate for purposes of its opinion regarding the treatment of interest on the Series 2020 Bonds as excludable from gross income for federal income tax purposes. Except as expressly set forth above, the certifications set forth therein may not be relied upon or used by any third party or for any other purpose. Notwithstanding anything set forth herein, the Underwriter is not engaged in the practice of law. Accordingly, the Underwriter makes no representation as to the legal sufficiency of the factual matters set forth herein. The Underwriter does not warrant the validity of the representations set forth above for purposes of Section 103 and 141 through 150 of the Code or make any representation as to the legal sufficiency of the factual matters set forth herein.

Dated: 	, 2020.	MBS CAPITAL MARKETS, LLC

By:
Title: Managing Partner

EXHIBIT J

CERTIFICATE OF DISTRICT MANAGER

We have acted as district manager to Lakewood Ranch Stewardship District (the "District") in connection with the sale and issuance by the District of its $ 	aggregate principal amount of Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the "Series 2020 Bonds") and have participated in the preparation of the Preliminary Limited Offering Memorandum  dated 	, 2020 and the final Limited Offering Memorandum dated
 	, 2020, related to the Series 2020 Bonds (collectively, the Limited Offering Memoranda").

As District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memoranda, as it relates to the District, the 2020 Project and any other information provided by us for inclusion therein contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

The information set forth in the Limited Offering Memoranda under the caption or subcaptions "THE DISTRICT", ASSESSMENT METHODOLOGY," "FINANCIAL STATEMENTS," "LITIGATION – The District," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE," (as it relates to the District), "MUNICIPAL ADVISOR", "DISCLOSURE OF MULTIPLE ROLES"  and CONTINGENT FEES," AND APPENDIX F, “AUDITED FINANCIAL STATEMENTS OF  THE  DISTRICT” did not as of the respective dates of the Limited Offering Memoranda and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As District Manager and registered agent for the District, we are not aware of any litigation pending, or to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Series 2020 Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Series 2020 Bonds, or the existence or powers of the District.

Dated: 	, 2020.	PFM GROUP CONSULTING LLC

By: Title:

EXHIBIT C

FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

THIS  PRELIMINARY  LIMITED  OFFERING MEMORANDUM DATED	 , 2020

NEW ISSUE - BOOK-ENTRY ONLY LIMITED OFFERING

NOT RATED

In the opinion of Bond Counsel, assuming compliance by the District with certain covenants, under existing statutes, regulations, and judicial decisions, the interest on the 2020 Bonds will be excluded from gross income for federal income tax purposes of the holders thereof and will not be an item of tax preference for purposes of the federal alternative minimum tax. See "TAX MATTERS" herein for a description of other tax consequences to holders of the 2020 Bonds.

This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment without notice. The 2020 Bonds may not be sold nor may an offer to buy be accepted prior to the time the Limited Offering Memorandum is delivered in final form. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the 2020 Bondsn any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.

$___________*
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2020 (Azario Project)
Dated:  Date of Delivery	Due: May 1, as set forth below
The Lakewood Ranch Stewardship District (the "District") is issuing its Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the "2020 Bonds") in fully registered form, without coupons, in denominations of $5,000 or any integral multiple thereof; provided that the 2020 Bonds will be deliverable to the initial purchasers in denominations of
$100,000 or any integral multiple of $5,000 in excess thereof. The 2020 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. Purchases of beneficial interests in the 2020 Bonds will be made in book entry form and purchasers of beneficial interests in the 2020 Bonds
will not receive physical 2020 Bond certificates. For so long as the book entry system is maintained, the principal of, premium, if any, and interest on the 2020 Bonds will be paid from the sources described herein by U.S. Bank National Association, as trustee (the "Trustee"), to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of the Direct Participants and Indirect Participants, as more fully described herein. Any purchaser, as a beneficial owner of a 2020 Bond, must maintain an account with a broker or dealer who is, or acts through, a Direct Participant in order to receive payment of the principal of, premium, if any, and interest on such 2020 Bond. Interest on the 2020 Bonds calculated on the basis of a 360 day year comprised of twelve thirty day months is payable on each May 1 and November 1 commencing November 1, 2020. See "DESCRIPTION OF THE 2020 BONDS" herein.
Proceeds of the 2020 Bonds will be used to (i) finance the acquisition, construction, installation and equipping of the 2020 Project (ii) fund the 2020 Reserve Account in an amount equal to the initial 2020 Reserve Account Requirement, (iii) capitalize interest on the 2020 Bonds through November 1, 2020 and (iv) pay costs of issuance of the 2020 Bonds. See "ESTIMATED SOURCES AND USES OF PROCEEDS" herein.
The District is a local unit of special purpose government and an independent special district of the State of Florida, created pursuant to Chapter 2005-338, Laws of Florida, as amended (the "Act"). The 2020 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of September 1, 2005 (the "Master Indenture") by and between the District and the Trustee as supplemented by a Twenty-Eighth Supplemental Trust Indenture dated as of September 1, 2020 from the District to the Trustee (the "Supplemental Indenture" together with the Master Indenture, the "Indenture"). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture. The principal of and interest on the 2020 Bonds shall be payable solely from, and shall be secured solely by the revenues derived by the District from the Series 2020 Assessments (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and the 2020 Cost of Issuance Account) established by the Supplemental Indenture (the "2020 Pledged Funds"). The 2020 Pledged Revenues and 2020 Pledged Funds collectively comprise the "2020 Trust Estate."
The 2020 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts, and at the redemption price more fully described herein under the caption "DESCRIPTION OF THE 2020 BONDS – Redemption Provisions."
NEITHER THE 2020 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE OF FLORIDA. THE 2020 BONDS AND THE INTEREST PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. 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 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2020 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2020 PLEDGED REVENUES AND THE 2020 PLEDGED FUNDS PLEDGED TO THE 2020 BONDS, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.
Investment in the 2020 Bonds poses certain risks and the 2020 Bonds are not a suitable investment for all potential investors. See "INTRODUCTION", "BONDHOLDERS' RISKS" and "SUITABILITY FOR INVESTMENT" herein. The Underwriter is limiting this offering of the 2020 Bonds to accredited investors within the meaning of the rules of the Florida Departmentof Financial Services; the limitation of the initial offering of 2020 Bonds to Accredited Investors does not denote restrictions on transfer in any secondary market for the 2020 Bonds. The 2020 Bonds are not credit enhanced, are not rated and no application has been made for a rating or credit enhancement with respect to the 2020 Bonds, nor is there any reason to believe that the District would have been successful in obtaining either credit enhancement for the 2020 Bonds or a rating for the 2020 Bonds had application been made. Potential investors are solely responsible for evaluating the merits and risks of an investment in the 2020 Bonds.
This cover page contains certain information for quick reference only. It is not a summary of the 2020 Bonds. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision. This Limited Offering Memorandum speaks only as of its date and information contained herein is subject to change.

MATURITY SCHEDULE
$_____     - ____  % Term Bond due May 1, ____; Price: ______, CUSIP	**
$_____     - ____  % Term Bond due May 1, ____; Price: ______, CUSIP	**
$_____     - ____  % Term Bond due May 1, ____; Price: ______, CUSIP	**
$_____     - ____  % Term Bond due May 1, ____; Price: ______, CUSIP	**

The 2020 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt of the opinion of Bryant Miller Olive P.A., Tampa, Florida, Bond Counsel, as to the validity of the 2020 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the Underwriter by its counsel, Akerman LLP, Orlando, Florida, for the District by its counsel, Hopping Green & Sams, P.A., Tallahassee, Florida, for the Developer (hereinafter defined) by J. Wayne Crosby, P.A. , Winter Park, Florida, and for the Trustee by Holland & Knight, LLP, Miami, Florida. PFM Financial Advisors LLC is serving as the District's Independent Registered Municipal Advisor in connection with the issuance of the 2020 Bonds. It is expected that the 2020 Bonds will be delivered in book entry form through the facilities of DTC on or about 	, 2020.
MBS Capital Markets, LLC
Dated: 	, 2020

*	Preliminary, subject to change.
** The District is not responsible for the use of the CUSIP numbers, nor is any representation made as to their correctness. They are included solely for the convenience of the readers of this Limited Offering Memorandum.

54043338;1

LAKEWOOD RANCH STEWARDSHIP DISTRICT

BOARD OF SUPERVISORS
Rex Jensen, Chair
Tony Chiofalo, Vice Chair/Assistant Secretary Scott Almand, Treasurer
Jim Schier, Assistant Secretary Ed Hunzeker, Assistant Secretary

DISTRICT MANAGER
PFM Group Consulting LLC Orlando, Florida

COUNSEL TO THE DISTRICT
Hopping Green & Sams, P.A. Tallahassee, Florida

DISTRICT ENGINEER
Stantec Consulting Services Inc.
Sarasota, Florida

BOND COUNSEL
Bryant Miller Olive P.A. Tampa, Florida

METHODOLOGY CONSULTANT AND MUNICIPAL ADVISOR
PFM Financial Advisors LLC Orlando, Florida

54043338;1

NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DISTRICT. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE 2020 BONDS AND THERE SHALL BE NO OFFER, SOLICITATION, OR SALE OF THE 2020 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.
THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE DEVELOPER AND SMR (AS HEREINAFTER DEFINED), THE DISTRICT, THE DEPOSITORY TRUST COMPANY, PUBLIC DOCUMENTS, RECORDS AND OTHER SOURCES, WHICH SOURCES ARE BELIEVED TO BE RELIABLE BUT WHICH INFORMATION IS  NOT GUARANTEED  AS TO ACCURACY  OR COMPLETENESS  BY,  AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF OR THE DISTRICT WITH RESPECT TO INFORMATION PROVIDED BY OTHERS OR THE UNDERWRITER NAMED ON THE  COVER  PAGE  OF THIS LIMITED OFFERING MEMORANDUM. THE UNDERWRITER  HAS  REVIEWED  THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO  THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF  SUCH  INFORMATION.  THE  INFORMATION AND EXPRESSIONS OF OPINION HEREIN CONTAINED ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR THE DEVELOPER OR SMR OR IN  THE STATUS OF LAKEWOOD RANCH, THE DEVELOPMENT OR THE 2020 PROJECT (AS SUCH TERMS ARE HEREINAFTER DEFINED) SINCE THE DATE HEREOF. THE TRUSTEE HAS NOT PARTICIPATED IN THE PREPARATION OF THIS LIMITED OFFERING MEMORANDUM AND  MAKES  NO  REPRESENTATION WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY OF THE MATERIAL CONTAINED IN THIS LIMITED OFFERING MEMORANDUM. THE TRUSTEE HAS NO DUTY  OR  OBLIGATION  TO  PAY THE 2020 BONDS FROM ITS OWN FUNDS, ASSETS OR CORPORATE CAPITAL OR TO MAKE INQUIRY REGARDING, OR INVESTIGATE THE USE OF, AMOUNTS DISBURSED FROM THE TRUST.
THE 2020 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN  RELIANCE  UPON CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE 2020 BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF ANY JURISDICTIONS WHEREIN THESE SECURITIES HAVE BEEN OR WILL BE REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THE DISTRICT, MANATEE COUNTY, THE STATE OF FLORIDA, NOR ANY OTHER POLITICAL SUBDIVISIONS THEREOF HAVE GUARANTEED OR PASSED UPON THE  MERITS  OF  THE 2020 BONDS, UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM.
"FORWARD-LOOKING STATEMENTS" ARE USED IN THIS DOCUMENT BY USING FORWARD LOOKING WORDS SUCH AS "MAY," "WILL," "SHOULD," "INTENDS," "EXPECTS," "BELIEVES," "ANTICIPATES," "ESTIMATES," OR OTHERS. THE READER IS CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A VARIETY OF UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE PROJECTED RESULTS. THOSE RISKS AND UNCERTAINTIES INCLUDE GENERAL ECONOMIC AND BUSINESS CONDITIONS, CONDITIONS IN THE FINANCIAL MARKETS AND REAL ESTATE MARKET, THE DISTRICT'S COLLECTION OF THE SERIES 2020 ASSESSMENTS, AND VARIOUS OTHER FACTORS WHICH MAY BE BEYOND THE DISTRICT'S, THE DEVELOPER AND SMR'S CONTROL. BECAUSE THE DISTRICT, THE DEVELOPER AND SMR CANNOT PREDICT ALL FACTORS THAT MAY AFFECT FUTURE DECISIONS,  ACTIONS,  EVENTS,  OR  FINANCIAL  CIRCUMSTANCES, WHAT ACTUALLY HAPPENS MAY BE DIFFERENT FROM WHAT IS INCLUDED IN FORWARD-LOOKING STATEMENTS.

i
54043338;1

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING  STATEMENTS.  THE DISTRICT, THE DEVELOPER AND SMR DO NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS  ARE  BASED  OCCUR,  OTHER THAN AS DESCRIBED UNDER "CONTINUING DISCLOSURE" HEREIN.

THIS LIMITED OFFERING MEMORANDUM IS BEING  PROVIDED  TO  PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR AS PRINTED IN ITS ENTIRELY DIRECTLY FROM SUCH WEBSITE.
REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN, INCLUDING THE DISTRICT'S WEBSITE, ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS LIMITED OFFERING MEMORANDUM FOR ANY PURPOSE  INCLUDING  FOR PURPOSES  OF RULE 15C2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION.
THE LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE A CONTRACT  BETWEEN THE DISTRICT OR MBS CAPITAL MARKETS, LLC AND ANY ONE OR MORE OF THE OWNERS OF THE 2020 BONDS.
THE DISTRICT HAS DEEMED THIS PRELIMINARY  LIMITED  OFFERING  MEMORANDUM "FINAL," EXCEPT FOR PERMITTED OMISSIONS, WITHIN THE CONTEMPLATION OF RULE 15C2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION.

ii
54043338;1

TABLE OF CONTENTS

Page
SUMMARY STATEMENT	vi
Bond Owners' Risks; Limited Offering	vi
The District	vi
The 2020 Bonds	vi
Purpose of the 2020 Bonds	vi
Azario Lakewood Ranch	vi
Security for the 2020 Bonds	vii
INTRODUCTION	1
SUITABILITY FOR INVESTMENT	2
DESCRIPTION OF THE 2020 BONDS	3
General	3
Redemption Provisions	3
Notice and Effect of Redemption	5
Book-Entry Only System	5
ESTIMATED SOURCES AND USES OF PROCEEDS	7
DEBT SERVICE REQUIREMENTS FOR 2020 BONDS	8
SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS	8
General	8
Developer Prepayment Waiver	10
Indenture Provisions Relating to Bankruptcy or Insolvency of Landowner	10
No Parity Bonds; Limitation on Additional Bonds	11
Events of Default and Remedies	12
Agreement for Assignment of Development Rights	13
Completion Agreement	13
True Up Agreement	13
COLLECTION OF SERIES 2020 ASSESSMENTS	13
ENFORCEMENT OF ASSESSMENT COLLECTIONS	13
Judicial Proceedings	14
Tax Collection Procedures	15
Sale of Tax Certificates	16
FUNDS AND ACCOUNTS	17
Acquisition and Construction Fund	17
2020 Reserve Account	18
Application of Prepayment Principal	18
Tax Covenants and Rebate Accounts	18
Establishment of 2020 Revenue Account in Revenue Fund; Application of Pledged Revenues and
Investment Earnings	19
BONDHOLDERS' RISKS	20
THE DISTRICT	27
General	27
Governance	27
Powers and Authority	28
The District Manager	28
Outstanding Debt of the District	29

54043338;1

iii

THE CAPITAL IMPROVEMENT PROGRAM	30
ASSESSMENT METHODOLOGY	30
LAKEWOOD RANCH	31
General	31
Existing Development	31
THE DEVELOPMENT	42
General	42
Land Acquisition/ Development Financing	43
Northeast Sector – Development Agreement	43
Zoning and Permitting	45
Environmental	45
Product Type/Phasing	46
Home Construction/Sales Activity	46
Projected Absorption	47
Product Offerings/Pricing	47
Assessment Area	48
Recreational Amenities	49
Utilities	49
Schools	49
Marketing	49
Fees and Assessments	50
Competition	51
TAX MATTERS	51
General	51
Information Reporting and Backup Withholding	52
Tax Treatment of the Original Issue Discount	52
AGREEMENT BY THE STATE	52
LEGALITY FOR INVESTMENT	52
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	52
CONTINUING DISCLOSURE	53
FINANCIAL STATEMENTS	53
ENFORCEABILITY OF REMEDIES	53
LITIGATION	54
NO RATING OR CREDIT ENHANCEMENT	54
UNDERWRITING	54
DISCLOSURE OF MULTIPLE ROLES	54
EXPERTS	54
CONTINGENT FEES	54
LEGAL MATTERS	54
MUNICIPAL ADVISOR	55
VALIDATION	55
iv
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MISCELLANEOUS	55

APPENDIX A – ENGINEER'S REPORT APPENDIX B – INDENTURE
APPENDIX C – FORM OF OPINION OF BOND COUNSEL
APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX E – ASSESSMENT METHODOLOGY REPORTS
APPENDIX F – AUDITED FINANCIAL STATEMENTS  OF THE DISTRICT FOR THE YEAR ENDED SEPTEMBER 30, 2019

v
54043338;1

SUMMARY STATEMENT
This Summary Statement is part of this Limited Offering Memorandum and is subject in all respects to the more complete information and definitions contained in or incorporated in this Limited Offering Memorandum. This Summary Statement should not be considered to be a completestatement of the facts material to makingan investment decision. The offer by the Lakewood Ranch Stewardship District (the "District") of its Special Assessment Revenue Bonds, Series 2020 (Azario Project) (the "2020 Bonds") is made only by means of this entire Limited Offering Memorandum. No person is authorized to detach this Summary Statement from this Limited Offering Memorandum or to otherwise use it without the entire Limited Offering Memorandum. Unless otherwise defined, all capitalized terms in this Summary Statement shall be as defined herein, in the Indenture (herein defined) or in the text of this Limited Offering Memorandum.

Bond Owners' Risks; Limited Offering
NO APPLICATION HAS BEEN MADE FOR A RATING WITH RESPECT TO THE 2020 BONDS. INVESTMENT IN THE 2020 BONDS POSES CERTAIN RISKS AND THE 2020 BONDS ARE  NOT  A SUITABLE INVESTMENT FOR ALL POTENTIAL INVESTORS. SEE "INTRODUCTION", "BONDHOLDERS' RISKS" AND "SUITABILITY FOR INVESTMENT" HEREIN. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE 2020 BONDS.
The District
The District is a local unit of special-purposegovernment of the State of Florida (the"State") createdpursuant to the Lakewood Ranch Stewardship District Act, Chapter 2005-338, Laws of Florida as amended (the "Act"). The District consists of approximately 25,605 acres located within both Manatee and Sarasota Counties. For more complete information about the District, see "THE DISTRICT" herein.
The 2020 Bonds
The 2020 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of September 1, 2005 by and between the District and U.S. Bank National Association as successor to Wachovia Bank, National Association (the "Master Indenture") as trustee (the "Trustee") as supplemented by a Twenty-Eighth Supplemental Trust Indenture dated as of September 1, 2020 from the District to the Trustee (the "Supplemental Indenture" together with the Master Indenture, the "Indenture"). The Master Indenture and form of Supplemental Indenture is reproduced hereto as APPENDIX B. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Indenture. The 2020 Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof; provided that the 2020 Bonds will be deliverable to the initial purchasers in denominations of
$100,000 or integral multiples of $5,000 in excess of $100,000. The 2020 Bonds will bear interest at the fixed rates set forth on the cover page, calculated on the basis of a 360-day year comprised of twelve thirty-day months, payable on each May 1 and November 1 commencing on November 1, 2020. The 2020 Bonds are subject to extraordinary mandatory, optional and mandatory redemption prior to the stated date of maturity, as provided herein. See "DESCRIPTION OF THE 2020 BONDS" herein.
Purpose of the 2020 Bonds
The 2020 Bonds are beingissued in order to provide funds to (i) construct, acquire, equip and install the 2020 Project, (ii) fund the 2020 Reserve Account in an amount equal to the initial 2020 Reserve Account Requirement,
pay costs of issuance of the 2020 Bonds, and (iv) to capitalize the interest on the 2020 Bonds through November 1, 2020. See "ESTIMATED SOURCES AND USES OF PROCEEDS" herein.
Azario Lakewood Ranch
Azario Lakewood Ranch (the “Development”) is located in an area of the District known as the Northeast Sector which encompasses approximately 3,853 gross acres. The Development which will ultimately encompass approximately 1,011 acres is planned as a residential community consisting of 1,825 single family detached and semi-

vi
54043338;1

detached units in two (2) distinct amenitized single-family residential communities. The Series 2020 Assessments are ultimately intended to be levied on the 1,518 units planned for the Azario Esplanade Neighborhood including the 48 units planned within the Expansion Parcel. See “THE DEVELOPMENT” and "ASSESSMENT METHODOLOGY herein and Appendix E hereto.

Security for the 2020 Bonds
The principal of and interest on the 2020 Bonds shall be payable solely from, and shall be secured solely by the revenues derived by the District from the Series 2020 Assessments (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and 2020 Cost of Issuance Account) established by the Supplemental Indenture (the "2020 Pledged Funds"). The 2020 Pledged Revenues and the 2020 Pledged Funds collectively comprise the "2020 Trust Estate".

[END OF SUMMARY STATEMENT]

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vii

$____ 	*
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2020 (Azario Project)
INTRODUCTION
The purpose of this Limited Offering Memorandum, including the cover page, summary statement and appendices hereto, is to provide certain information in connection with the issuance and sale by Lakewood Ranch Stewardship District (the "District") of its $ 	* Special Assessment Revenue Bonds, Series 2020 (Azario
Project) (the "2020 Bonds").
No person has been authorized by the District or the Underwriter (as defined herein) to give any information or to make any representations, other than those contained in this Limited Offering Memorandum and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing.
The District is a local unit of special purpose government of the State of Florida, created pursuant to Chapter 2005-338, Laws of Florida as amended (the "Act"). Among the purposes for which the District was established are financing the acquisition and construction of and the maintenance and operation of the infrastructure and other public facilities necessary for development of the lands within the District. The Act authorizes the District to issue bonds for purposes, among others, of financing the cost of acquisition and construction of assessable improvements including water management and control, water supply, wastewater management, reclamation and reuse, roadway improvements, landscaping, street lights, parks and other basic infrastructure projects within and, in accordance with the provisions of the Act, without the boundaries of the District. For more complete information about the District, its Board of Supervisors and the District Manager, see "THE DISTRICT" herein.

The boundaries of the District encompass approximately 25,605 acres of land located in Manatee and Sarasota Counties. The portion of the District being developed with certain proceeds of the 2020 Bonds is a portion of the area known as the Northeast Sector, an area of approximately 3,853 gross acres located in Manatee County, (the "County") in the northeastern portion of the District. Azario Lakewood Ranch (the “Development”) currently encompasses approximately 992 acres within the Northeast Sector but will ultimately include 1,011 acres upon completion of the contemplated purchase of an additional 19.1 acres, as discussed further herein. See “THE DEVELOPMENT” herein
The developer of the lands within the Development is Taylor Morrison of Florida, Inc. (the "Developer"), a Florida corporation. See "THE DEVELOPER" herein.
The 2020 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of September 1, 2005 by and between the District and U.S. Bank National Association as successor to Wachovia Bank, National Association (the "Master Indenture") as trustee (the "Trustee") as supplemented by an Twenty-Eighth Supplemental Trust Indenture dated as of September 1, 2020 from the District to the Trustee (the "Supplemental Indenture" together with the Master Indenture, the "Indenture"). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture. The principal of and interest on the 2020 Bonds shall be payable solely from, and shall be secured solely by the revenues derived by the District from the Series 2020 Assessments (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and 2020 Cost of Issuance Account) established by the Supplemental Indenture (the "2020 Pledged Funds"). The 2020 Pledged Revenues and the 2020 Pledged Funds collectively comprise the "2020 Trust Estate".
NEITHER THE 2020 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE OF FLORIDA. THE 2020 BONDS AND THE INTEREST PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE  DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. 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 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED  TO  BE  PAID PURSUANT TO THE INDENTURE OR THE 2020 BONDS SHALL BE PAYABLE SOLELY FROM, AND

* Preliminary, subject to change. 50612151;4

SHALL BE SECURED SOLELY BY, THE 2020 PLEDGED REVENUES AND THE 2020 PLEDGED FUNDS PLEDGED TO THE 2020 BONDS, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.
Proceeds of the 2020 Bonds will be used to (i) acquire, construct, install and equip the 2020 Project, (ii) fund the 2020 Reserve Account in an amount equal to the initial 2020 Reserve Account Requirement, (iii) pay costs of issuance of the 2020 Bonds, and (iv) capitalize interest on the 2020 Bonds through November 1, 2020. See "ESTIMATED SOURCES AND USES OF PROCEEDS" herein.
INVESTMENT IN THE 2020 BONDS POSES CERTAIN RISKS AND THE 2020 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL POTENTIAL INVESTORS. SEE "BONDHOLDERS' RISKS" AND "SUITABILITY FOR INVESTMENT" HEREIN.
THE 2020 BONDS ARE NOT CREDIT ENHANCED AND ARE NOT RATED. PROSPECTIVE INVESTORS IN THE 2020 BONDS ARE INVITED TO VISIT THE DISTRICT AND TO REQUEST FROM THE DISTRICT DOCUMENTS, INSTRUMENTS AND INFORMATION WHICH MAY NOT NECESSARILY BE REFERRED TO, SUMMARIZED OR DESCRIBED HEREIN. THEREFORE, PROSPECTIVE INVESTORS SHOULD RELY UPON THE INFORMATION APPEARING IN THIS LIMITED OFFERING MEMORANDUM WITHIN THE CONTEXT OF THE AVAILABILITY OF SUCH ADDITIONAL INFORMATION AND THE SOURCES THEREOF. PROSPECTIVE INVESTORS MAY REQUEST SUCH ADDITIONAL  INFORMATION AND ARRANGE TO VISIT THE DISTRICT AS DESCRIBED HEREIN UNDER THE CAPTION "SUITABILITY FOR INVESTMENT."

There follows in this Limited Offering Memorandum a brief description of the District, the 2020 Project, Lakewood Ranch, the Development, the Developer, a description of the terms of the 2020 Bonds and summaries of certain terms of the Indenture and certain provisions of the Act and other sections of Florida Statutes. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and statute, and all references to the 2020 Bonds are qualified by reference to the form thereof and the information with respect thereto contained in the Indenture. A copy of the Master Indenture and the proposed form of the Supplemental Indenture appear in APPENDIX B hereto.
This Limited Offering Memorandum speaks only as of its dateand theinformationcontainedhereinis subject to change.
SUITABILITY FOR INVESTMENT
While the 2020 Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), MBS Capital Markets, LLC (the "Underwriter") will, as required by Chapter 189, Florida Statutes, offer the 2020 Bonds only to "accreditedinvestors," within the meaningof Chapter 517, Florida Statutes, and the rules promulgated thereunder. However, the limitation of the initial offering to Accredited Investors does not denote restrictions on transfers in any secondary market for the 2020 Bonds. Prospective investors in the 2020 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the 2020 Bonds and should have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment.
Investment in the 2020 Bonds poses certain economic risks. No dealer, broker, salesman or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum. Additional information will be made available to each prospective investor, including the benefit of a site visit to the District, and the opportunity to ask questions of the District, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the 2020 Bonds. Prospective investors are encouraged to request such additional information, visit the District and ask such questions. Such requests should be directed to:
Brett Sealy
MBS Capital Markets, LLC 152 Lincoln Avenue
Winter Park, Florida 32789 Ph: (407) 808-0685

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General

DESCRIPTION OF THE 2020 BONDS

The 2020 Bonds are issuable only in fully-registered form, in denominations of $5,000 or any integral

multiple thereof; provided that the 2020 Bonds will be deliverable to the initial purchasers in denominations of
$100,000 or integral multiples of $5,000 in excess thereof. The 2020 Bonds will be dated as of the date of delivery thereof, will bear interest from that date at the rates per annum and, subject to the redemption provisions set forth below, will mature on the dates set forth on the cover page of this Limited Offering Memorandum. Each 2020 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 2020 Bond has been paid, in which event such 2020 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the 2020 Bonds, in which event such 2020 Bond shall bear interest from its date. Interest on the 2020 Bonds will be computed on the basis of a 360-day year based on twelve 30-day months and will be payable on each May 1 and November 1, commencing November 1, 2020.
The 2020 Bonds shall be initially issued in the form of a separate single certificated fully registered 2020 Bond for each maturity thereof. Upon initial issuance, the ownership of each such 2020 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 the Indenture, all of the Outstanding 2020 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC. See "DESCRIPTION OF THE 2020 BONDS - Book-Entry Only System" herein.

Redemption Provisions
Optional Redemption. The 2020 Bonds are subject to redemption at the option of the District prior to maturity in whole or in part at any time on or after May 1, (less than all 2020 Bonds to be selected by lot), at the
Redemption Price of the principal amount of the 2020 Bonds or portions thereof to be redeemed together with accrued interest to the redemption date.
Mandatory Sinking Fund Redemption. The 2020 Bond maturing on May 1, is subject to mandatory

redemptionin part by the District by lotprior to its scheduledmaturityfrom moneys in the 2020 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 date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year	Amortization
Installment	
	$	

*		
_____ 	
* Maturity
The 2020 Bond maturing on May 1, is subject to mandatory redemption in part by the District by lot
prior to its scheduled maturity from moneys in the 2020 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 date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year	Amortization
Installment	
	$	

*		
_____ 	
* Maturity

The 2020 Bond maturing on May 1,	is subject to mandatory redemption in part by the District by lot

prior to its scheduled maturity from moneys in the 2020 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 date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year	Amortization
Installment	
	$	

*		
_____ 	
* Maturity

The 2020 Bond maturing on May 1,	is subject to mandatory redemption in part by the District by lot
prior to its scheduled maturity from moneys in the 2020 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 date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year	Amortization
Installment	
	$	

*		
_____ 	
* Maturity
Upon redemption or purchase of the 2020 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 2020 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 2020 Bonds (the annual principal amounts so determined 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 2020 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Quarterly Redemption 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 2020 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding 2020 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 date of redemption, if and to the extent that any one or more of the following shall have occurred:

On May 1, 2021, from amounts transferred to the 2020 Prepayment Subaccount of the 2020 Redemption Account from the Retainage Subaccount in the 2020 Acquisition and Construction Account as provided in 403(b) of the Supplemental Indenture;
On or after the Date of Completion of the 2020 Project, by application of moneys transferredfrom either subaccount of the 2020Acquisition and Construction Account to the 2020Prepayment Subaccount of the 2020 Redemption Account in accordance with the terms of the Indenture; or
Amounts are deposited into the 2020 Prepayment Subaccount of the 2020 Redemption Account from the prepayment of Series 2020 Assessments and from amounts deposited into the 2020 Prepayment Subaccount from the 2020 Reserve Account; or
When the amount on deposit in the 2020 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all 2020 Bonds then Outstanding as provided in the Supplemental Indenture.
Except as otherwise provided in the Indenture, if less than all of the 2020 Bonds subject to redemption shall be called for redemption, the particular maturities of such 2020 Bonds or portions of particular maturities of such 2020 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 2020 Bonds divided by the aggregate principal amount of Outstanding 2020 Bonds and as otherwise provided in the Indenture and then by lot within each maturity, as determined by Cede & Co.
“Quarterly Redemption Date” means each February 1, May 1, August 1 and November 1.

Notice and Effect of Redemption
Notice of each redemption of 2020 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 2020 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 2020 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 2020 Bonds or such portions thereof on such date, interest on such 2020 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2020 Bonds or 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 2020 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 certainregistered securitiesdepositories andinformationservices as set forth in the Indenture, but no defect in said further notice or any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
Book-Entry Only System
The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC and neither the District nor the Underwriter make any representation or warranty or take any responsibility for the accuracy or completeness of such information.
The Depository Trust Company ("DTC") will act as securities depository for the 2020 Bonds. The 2020 Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered 2020 Bond certificate will be issued for each maturity of the 2020 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million U.S. and non-U.S. equity issues, corporate and municipal debt
5
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issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants". DTC has a Standard & Poor's ratingof AA+. The DTC rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at www.dtcc.com.

Purchases of 2020 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2020 Bond (each a "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2020 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2020 Bonds, except in the event that use of the book-entry system for the 2020 Bonds is discontinued.
To facilitate subsequent transfers, all 2020 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the 2020 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2020 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2020 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2020 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2020 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2020 Bond documents. For example, Beneficial Owners of 2020 Bonds may wish to ascertain that the nominee holding the 2020 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the 2020 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxyto the District as soon as possible after the recorddate. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the 2020 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the 2020 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Paying Agent on a payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such

DTC Participant and not of DTC nor its nominee, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest on the 2020 Bonds, as applicable, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the 2020 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2020 Bond certificates are required to be printed and delivered.
The District may decide to discontinue use of the system of book-entry transfers through DTC upon compliance with any applicable DTC rules and procedures. In that event, 2020 Bond certificates will be printed and delivered at the expense of the District.
So long as Cede & Co. is the registered owner of the 2020 Bonds, as nominee of DTC, reference herein to the Bondholders or Registered Owners of the 2020 Bonds will mean Cede & Co., as aforesaid, and will not mean the Beneficial Owners of the 2020 Bonds.
NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY  OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT  AS  NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE 2020 BONDS. THE DISTRICT CANNOT AND DOES  NOT  GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS  OR OTHERS WILL  DISTRIBUTE  PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE 2020 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS  OR  THAT  THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM.
ESTIMATED SOURCES AND USES OF PROCEEDS

Proceeds from the issuance and delivery of the 2020 Bonds are expected to be applied as follows:

SOURCES		
Par Amount of 2020 Bonds	$	
Less Net Original Issue Discount	(	)	
TOTAL SOURCES:	$	

USES	
$	
Deposit to General Subaccount of 2020 Acquisition and Construction Account		
Deposit to Retainage Subaccount of 2020 Acquisition and Construction Account	$	
Deposit to 2020 Reserve Account		
2020 Costs of Issuance Account (including Underwriter's Discount)		
Deposit to 2020 Capitalized Interest Account*	$	
TOTAL USES:		

_____ 	
*Interest is being capitalized on the 2020 Bonds through November 1, 2020

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DEBT SERVICE REQUIREMENTS FOR 2020 BONDS

Year Ending November 1	
Principal	
Interest	
Total	
2020	$	$	$	
2021				
2022				
2023				
2024				
2025				
2026				
2027				
2028				
2029				
2030				
2031				
2032				
2033				
2034				
2035				
2036				
2037				
2038				
2039				
2040				
2041				
2042				
2043				
2044				
2045				
2046				
2047				
2048				
2049				
2050*				
TOTALS	$	$	$	

*Final Maturity May 1, 2050.

General

SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS

The primary source of payment for the 2020 Bonds are the revenues derived by the District from the Series

2020 Assessments imposed, pursuant to the Assessment Proceedings, as provided in the Assessment Reports (as defined herein) attached hereto as APPENDIX E. The principal of, premium, if any, and interest on the 2020 Bonds are equally and ratably secured under the Indenture by a first lien upon and pledge of revenues derived by the District from the Series 2020 Assessments collected by or on behalf of the District (the "Series 2020 Assessments" or the "2020 Pledged Revenues"). Please refer to "ASSESSMENT METHODOLOGY" herein.

The Indenture provides that the pledge of the revenues derived by the District from the Series 2020 Assessments shall be valid and binding from and after the date of delivery of the 2020 Bonds, and the proceeds of the 2020 Bonds and Series 2020 Assessments, respectively, shall immediately be subject to the lien of the pledge without any physical delivery thereof or further act, and the lien against the 2020 Trust Estate (as defined in the Indenture) shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the District irrespective of whether such parties have notice thereof.
Delinquent Series 2020 Assessments consist of  any  installment of  any  Series 2020 Assessment which   is deposited with the Trustee after the date on which such installment is due and payable. The Series 2020Assessments will be levied upon land within the District specially benefited by the 2020 Project. See "ASSESSMENT METHODOLOGY", and "THE CAPITAL IMPROVEMENT PROGRAM" herein, "APPENDIX A – ENGINEER'S
REPORT" and "APPENDIX E – ASSESSMENT METHODOLOGY REPORTS" attached hereto for a brief summary of such improvements.
Non-ad valorem assessments are not based on millage and can become a lien against the homestead as permitted in Section 4, Article X of the Florida State Constitution. Series 2020 Assessments also consist of amounts received from any foreclosure or other court proceeding for the enforcement of collection of the Series 2020 Assessments or from the issuance and sale of tax certificates with respect to such Series 2020 Assessments, less the fees and costs of collection thereof payable to the Tax Collector or other collection agent and less certain administrative costs payable to the Property Appraiser. The Indenture provides that the District shall not be required to collect Series 2020 Assessments usingthe Uniform Collection Method provided for in Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, as amended (the "Uniform Method") until such time as the property subject to such Series 2020 Assessments has been platted and assigned a distinct ad valorem property tax identification number by the Property Appraiser. 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. Pursuant to the Indenture, all Series 2020 Assessments that are collected directly by the District and not via the Uniform Method shall be due and payable by a landowner no later than thirty (30) days prior to each Interest Payment Date. Pursuant to the Indenture, upon the occurrence of an Event of Default, the collection of Series 2020 Assessments shall be in the manner directed by the Majority Owners. See also "COLLECTION OF SERIES 2020 ASSESSMENTS" herein.
The District has covenanted in the Indenture that if the owner of any lot or parcel of land shall be delinquent in the payment of any Series 2020 Assessment, then such Series 2020 Assessment shall be enforced in accordance with Section 6 of the Act or collected pursuant to the provisions of Chapters 170 and 197, Florida Statutes including but not limited to the sale of tax certificates and tax deeds as regards such Delinquent Assessment. If the provisions of Chapter 197, Florida Statutes, are inapplicable, then upon the delinquency of any Series 2020 Assessment, the District either on its own behalf, or through the actions of the Trustee, may, but is not obligated to, declare the entire unpaid balance of such Assessment to be in default, at its own expense and cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, Florida Statutes, Section 6 of the Act and Chapter 170, Florida Statutes, or otherwise as provided by law.
The District has additionally covenanted that, 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 2020 Bonds may not be accelerated except to the extent the Series 2020 Assessments have been accelerated.
In the Supplemental Indenture, the District has covenanted that if any property shall be offered for sale for the nonpayment of any Series 2020 Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2020 Assessments (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 2020 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 2020 Bonds; provided that the Trustee shall have the right, acting at the direction of the Majority Holders, but shall not be obligated, to direct the District with respect to any action to be so taken. The District, either through its own actions, or actions caused to be taken through the 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 2020 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
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50612151;4

acquired by it as trustee for the Owners of the 2020 Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners. The Trustee may, upon direction from the Majority Owners, pay costs associated with any such actions taken by the District from any moneys legally available for such purpose held under the Indenture.
If any Series 2020 Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of anycourt, or the District shall be satisfied that anysuch Series 2020Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Series 2020 Assessment when it might have done so, the District has covenanted to either: (i) take all necessary steps to cause a new Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement; or
in its sole discretion, make up the amount of such Assessment from legally available moneys, which moneys shall be deposited into the 2020 Revenue Account. In case any such subsequent Assessment shall also be annulled, the District shall obtain and make other Assessments until a valid Assessment shall be made.
The 2020 Bondsare limitedobligationsof the District issuedunder theprovisions of the Act andthe Indenture and do not constitute an indebtedness of the State, or any political subdivision thereof and are payable solely from proceeds of the 2020 Pledged Revenues and the 2020 Pledged Funds, and the District is not obligated to pay the 2020 Bonds except from such funds. The issuance of the 2020 Bonds shall not directly, indirectly or contingently obligate the District to levy or pledge any other funds whatsoever therefor or to make any appropriation for its payment except from such funds. The 2020 Bonds are not obligations or indebtedness of the State or any agency, authority, district or political subdivision of the State, other than the District.

Developer Prepayment Waiver
Pursuant to the terms of the Act and the Assessment Proceedings, the owner of property subject to Series 2020 Assessments may pay the entire balance of the Series 2020 Assessments used to finance capital improvements remaining due within thirty (30) days after such improvements have been completed and the Board has adopted a resolution acceptingthe improvements, without interest. The Developer will waive this right in writingprior to closing which waiver will run with the land.
Indenture Provisions Relating to Bankruptcy or Insolvency of Landowner
The Supplemental Indenture contains the following provisions which, pursuant to the terms of the Supplemental Indenture, 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 2020 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 2020 Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Trustee, the 2020 Bonds or the Series 2020 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 2020 Bonds or for as long as any of the 2020 Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the 2020 Bonds or the Series 2020 Assessments or the Trustee. The District agrees that it shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not complying with this covenant.
The District acknowledges and agrees that, although the 2020 Bonds were issued by the District, the Owners of the 2020 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 any Insolvent Taxpayer: (a) the District 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 2020 Assessments, the 2020 Bonds or any rights of the Trustee under the Indenture; (b) the District agrees that it shall not make any election, give any consent, commence any action or file anymotion, 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 2020 Assessments, the 2020 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 Proceedingthat the District, as claimant with respect to the Series 2020 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,
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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 2020 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 any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceedingor take any other action in such Proceeding, whichis adverse to Trustee's enforcementof the District's claim and rights with respect to the Series 2020 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 2020 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, the Supplemental Indenture does not 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 for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or directions with respect to the Series 2020 Assessments whether such claim is pursued by the District or the Trustee; provided, however, that the District shall not oppose any reliefsought by the Trustee under the authority granted to the Trustee in clause (c) of the paragraph above.
No Parity Bonds; Limitation on Additional Bonds
Pursuant to the Supplemental Indenture, other than Refunding Bonds issued to refund the Outstanding 2020 Bonds, the District shall not, while any 2020 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the 2020 Trust Estate. The District further covenants and agrees that so long as the 2020 Bonds are Outstanding, it will not impose debt service Assessments for capital projects on any lands then subject to the Series 2020 Assessments without the written consent of the Majority Owners; provided, however, that such consent shall not be required if (i) such Assessments do not exceed the Maximum Assessment Levels, or (ii) the Series 2020 Assessments have been Substantially Absorbed. Notwithstanding the above limitations, the District may impose capital Assessments (or the issuance of Bonds secured by such Assessments) on property then subject to the Series 2020 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.

“Maximum Assessment Levels” shallmean thefollowingper unit annual grossdebtservice assessment levels as shall be evidenced by a Maximum Assessment Level Certification:

Product	Maximum Annual Assessment Levels (1)	
Townhomes	$1,480	
Villas	$1,830	
40' - 49'	$1,830	
50' - 59'	$2,080	
60' - 69'	$2,330	
70' - 79'	$2,680	
80' - 89'	$2,930	
90' - 99'	$2,930	
_______________
Inclusive of the Series 2020 Assessments, the 2019 Azario Assessments See “THE DEVELOPMENT – District Special Assessments” and Assessments levied in connection with the District’s Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1B).

Substantially Absorbed means the date on which the principal amount of the Series 2020 Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the 2020 Bonds are levied on tax parcels within the District with respect to which a certificate of occupancy has been issued for a structure thereon.

Events of Default and Remedies

Events of Default. Each of the following events is an Event of Default with respect to the 2020 Bonds:
Any payment of Debt Service on the 2020 Bonds is not made when due;
The District shall for any reason be rendered incapable of fulfilling its obligations under the Master Indenture or under the Supplemental Indenture relating to the 2020 Bonds;
The District admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the 2020 Project;
The District is adjudged insolvent by a court of competent jurisdiction, or is adjudged a bankrupt on a petition in bankruptcy filed against the District, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the District, a receiver or trustee of the District or of the whole or any part of its property and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof;
The District shall file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;
Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District's assets or any part thereof, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control;
The District shall default in the due and punctual performance of any of the covenants, conditions, agreements and provisions contained in the 2020 Bonds or in the Master Indenture or in the Supplemental Indenture on the part of the District to be performed (other than a default in the payment of Debt Service on the 2020 Bonds when due, which is an Event of Default under subsection (a) above) and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the District by the Trustee or, if the Trustee is unwilling or unable to act, by Owners of not less than ten per centum (10%) in aggregate principal amount of the 2020 Bonds then Outstanding;
More than twenty percent (20%) of the operation andmaintenance assessmentsleviedby the District are not paid by the date such are due and payable.
The Trustee is authorized to withdraw funds from the 2020 Reserve Account in an amount greater than twenty-five percent (25%) of the 2020 Reserve Account Requirement to pay debt service on the 2020 Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners, actually withdraw such funds from the 2020 Reserve Account to pay debt service on the 2020 Bonds) and any such amount withdrawn is not replenished within ninety (90) days of the date of such withdrawal.
Material breach by the District of any material covenant made by it in the Indenture, whether or not notice of such breach has been given.
Remedies. Pursuant to the Supplemental Indenture, the District covenants and agrees that it will take such actions to 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 propertyowner to pay Series 2020Assessments collected directly by the District when due, that the entire Series 2020 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 2020 Assessments, including interest and penalties and
the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings.

Agreement for Assignment of Development Rights
Contemporaneously with the issuance of the 2020 Bonds, the Developer and the District will enter into a Collateral Assignment and Assumption of Development and Contract Rights (the "Assignment Agreement"). The Assignment Agreement provides, amongother things, that in the event the Developer defaults in the payment of Series 2020 Assessments levied on lands owned by the Developer, the District may exercise its remedial rights to secure control and/or title to the lands owned by the Developer. Such exercise of remedial rights by the District may include foreclosure proceedings, acceptance of a deed in lieu of foreclosure and the establishment of a special-purpose entity to hold title to such lands, as designee of the District. Pursuant to the Assignment Agreement, the Developer agrees subject to the provisions of the Assignment Agreement, to collaterally assign to the District all of its development rights and contract rights relating to lands benefited by the Azario CIP (the "Development and Contract Rights") as security for the Developer's payment and performance and discharge of its obligation to pay the Series 2020 Assessments levied against the lands within the Development. Such Development and Contract Rights specifically exclude any such portion of the Development and Contract Rights which relate solely to any property which has been conveyed resulting from the sale of land in the ordinary course of business, or to the County, the District, any applicable homeowner's association or other governingentity or association as may be required by applicable permits, approvals, plats, entitlements or regulations, if any. As discussed under the subcaption “THE DEVELOPMENT – Land Acquisition/Development Financing”, a portion of the lands in the Development are subject to an existing mortgage in favor of SMR Northeast, LLC. Pursuant to a Tri-Party Agreement between the District, the Developer and SMR Northeast, LLC, SMR Northeast, LLC grants the District a license to use the Development and Contract Rights under the Assignment Agreement to complete the Development uponfailureby the Developer to pay the Series 2020 Assessments, provided such use of such license is not in a manner inconsistent with the continued rights of SMR Northeast, LLC.

Completion Agreement
The District and the Developer in connection with the issuance of the 2020 Bonds into an agreement (the "Completion Agreement") pursuant to which the Developer agreed to provide funds to complete the Azario CIP to the extent that proceeds of the 2020 Bonds and any other debt of the District are insufficient therefor. Remedies for a default under the Completion Agreement include damages and/or specific performance. Such obligation of the Developer is unsecured.
True Up Agreement
In connection with the issuance of the 2020 Bonds, the District and Developer will enter into an agreement pursuant to which the Developer agrees to timely pay all Series 2020 Assessments on lands owned by the Developer within the Development and to pay when requested by the District any amount of Series 2020 Assessments allocated to unplatted acres in excess of the allocation in place at the time of issuance of the 2020 Bonds.
COLLECTION OF SERIES 2020 ASSESSMENTS
As stated above, the Indenture provides that the District shall not be required to collect Series 2020 Assessments using the Uniform Method until such time as the property subject to such Assessments has been platted and assigned a distinct ad valorem property tax identification number by the Property Appraiser. The Indenture provides that in the case of an event of default, the Series 2020 Assessments shall be collected as directed by the Majority Owners.
The Indenture further provides that in addition, and not in limitation of, the covenants contained elsewhere in the Indenture, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2020 Assessments, as described in "APPENDIX E – ASSESSMENT METHODOLOGY REPORTS", and to levy the Series 2020 Assessments and any required true-up payments set forth in such assessment reports, in such manner as will generate funds sufficient to pay the principal of and interest on the 2020 Bonds, when due.
ENFORCEMENT OF ASSESSMENT COLLECTIONS
As stated herein, the primary prospective source of payment for the 2020 Bonds are the revenues derived by the District from the Series 2020 Assessments imposed on each parcel of benefited land within the District pursuant to the Assessment Proceedings. To the extent that Developer or other landowners in the Development fail to pay such Series 2020 Assessments, delay payments, or are unable to pay the same, the successful pursuit of collection procedures available to the District is essential to continued payment of principal of and interest on the 2020 Bonds. The Act provides for various methods of collection of delinquent special assessments by reference to other provisions
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of the Florida Statutes. The following is a description of certain statutory provisions of assessment payment and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes.
Judicial Proceedings
In addition to the sale of tax certificates as a method of enforcing the payment of Series 2020 Assessments, Section 170.10, Florida Statutes, provides that upon the failure of any property owner to pay the principal of the Series 2020 Assessments or the interest thereon, when due, the governing body of the District is authorized to commence legal proceedings for the enforcement of the payment thereof, including commencement of an action in chancery, commencement of a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or commencement of an action under Chapter 173, Florida Statutes, relating to foreclosure of municipal tax and special assessment liens. Foreclosure proceedings under the provisions of Chapter 173, Florida Statutes, can be commenced after the expiration of one year from the date any special assessment or installment thereof becomes due. Section 170.10, Florida Statutes does not have the one year waiting period. Such a proceeding is in rem, meaning that it is brought against the land and not against the owner in the Circuit Court where the land is located.
Certain mortgage lenders have, in recent foreclosure suits brought under Chapter 170, Florida Statutes, plead a defense stating that a foreclosing district must abide by the same one year period as Chapter 173, Florida Statutes, in order to begin foreclosure proceedings. To the extent that any districts have taken a position on this, they have all asserted that the one year waitingperiod does not apply to Chapter 170, Florida Statutes, and at least one Circuit Court has agreed.
In general, after the District commences the suit, thereis a periodof notice to, and an opportunity forresponse by, affected persons. Ultimately a hearing will be held and if the court decides in favor of the District, a judgment will be rendered in the amount of the delinquent special assessments and costs of the proceeding. The judgment would also direct sale of the land subject to the delinquent special assessments by public bid to the highest bidder, with proceeds of the sale being applied to payment of the delinquent special assessments. If no bidder bids at least the amount of the delinquent special assessments and applicable costs, the District may obtain title to the land.
Pursuant to the Indenture, if any property shall be offered for sale for the nonpayment of any Series 2020 Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2020 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount less than or equal to the balance due on the Series 2020 Assessments (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 2020 Bonds; provided that the Trustee shall have the right, acting at the direction of the Majority Holders, but shall not be obligated, to direct the District with respect to any action taken pursuant to the Indenture and as described in this paragraph. The District, either through its own actions, or actions caused to be taken through the 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 2020 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 it as trustee for the Owners of the 2020 Bonds within sixty (60) days after the receipt of the request therefor 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. The District has the right but not the obligation to credit bid the amount of any delinquent Series 2020 Assessments but absent such credit bid, it should be noted that it is unlikely that the District will have sufficient funds to complete any purchases of property offered for sale for the nonpayment of Series 2020 Assessments.
Enforcement of the obligation to pay Series 2020 Assessments and the ability of the Tax Collector to sell tax certificates and ultimately tax deeds, or the ability to foreclose the lien created by the failure to pay Series 2020 Assessments, may not be readily available or may be limited as such enforcement is dependent upon judicial actions that are often subject to discretion and delay.
For a description of the Series 2020 Assessments and the methodology for their levy, please refer to "APPENDIX E – ASSESSMENT METHODOLOGY REPORTS" herein.
Unless the Series 2020 Assessments are collected usingthe Uniform Method, the only remedies available for enforcement of the Series 2020 Assessments would be those described in this subsection.
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Tax Collection Procedures
The Series 2020 Assessments will be payable in annual installments and will be certified for collection by the District each year. The determination, order, levy and collection of Series 2020 Assessments must be done in compliance with procedural requirements and guidelines provided by State law. Failure by the District or the Tax Collector or the Property Appraiser (in the case of Series 2020 Assessments being collected using the Uniform Method) to comply with such requirements could result in delays in the collection of, or the complete inability to collect, Series 2020 Assessments during any year. Such delays in the collection of, or complete inability to collect, Series 2020 Assessments could have a material adverse effect on the ability of the District to make full or punctual payment of Debt Service on the 2020 Bonds.
As stated herein, the primary source of payment for the 2020 Bonds are expected to be the revenues derived by the District from the Series 2020 Assessments imposed on benefited lands within the District pursuant to the Assessment Proceedings. To the extent that landowners fail to pay such Series 2020 Assessments, delay payments, or are unable to pay the same, the successful pursuit of collection procedures available to the District is essential to continued payment of principal of and interest on the 2020 Bonds. The Act provides for various methods of collection of delinquent special assessments by reference to other provisions of the Florida Statutes. The following is a description of certain statutory provisions of assessment payment and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes.
The Florida Statutes provide that, subject to certain conditions, assessments such as the Series 2020 Assessments may be collected in the same manner as ad valorem taxes. The statutes relating to enforcement of ad valorem taxes provide that ad valorem taxes become due and payable on November 1 of the year when assessed and constitute a lien uponthe landfrom January 1 of such year. The Series 2020 Assessments are a lien on the land against which they are assessed from the date the assessments are levied until paid or barred by operation of law. The lien of the Series 2020 Assessments is of equal dignity with the lien for ad valorem taxes upon land, and thus is a first lien, superior to all other liens, including mortgages (except for state and county taxes and other taxes which are of equal dignity). Such taxes and assessments (including the Series 2020 Assessments, if any, being collected by the Uniform Method) are to be billed, and landowners in the District, subject to next succeeding sentence, are required to pay all such taxes and assessments, without preference in payment of any particular increment of the tax bill, such as the increment owing for the Series 2020 Assessments. If a landowner initiates legal proceedings contesting the levy or the amount of a particular ad valorem tax or possibly a non-ad valorem assessment which could include the Series 2020 Assessments, under certain circumstances, such landowner may be permitted to pay only that amount of ad valorem taxes and possibly non ad valorem assessments that the landowner, in good faith, admits to be owing. As described below, if a landowner should commence legal proceedings regarding the Series 2020 Assessments, this could result in the delay of certain remedial actions made available usingthe Uniform Method. If a significant number of landowners contest the levy or amount of Series 2020 Assessments, it is possible the District would not have sufficient revenues to timely pay debt service on the 2020 Bonds. Upon any receipt of moneys by the Tax Collector from the Series 2020 Assessments, such moneys will be delivered to the District, which will remit such moneys to the Trustee for deposit to the applicable accounts and subaccounts under the Indenture and applied in accordance therewith.

All city, county, school and special districts, including the District, ad valorem taxes, non-ad valorem special assessments and voter-approved ad valorem taxes leviedto pay principal of and interest on bonds, including the Series 2020 Assessments collected pursuant to the Uniform Method, are payable at one time. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full, except that if a taxpayer has commenced legal proceedings contestingthe levy or amount of an ad valorem tax and possibly a non-ad valorem assessment, a tax collector may accept a partial payment of the ad valorem tax, and possibly, the non-ad valorem assessment. If a taxpayer disputes all or a portion of the Series 2020 Assessments, and pays the balance of ad valorem taxes and non-ad valorem assessments which the taxpayer in good faith admits to be owing, this could possibly cause a delay in the collection of the Series 2020 Assessments, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the 2020 Bonds. Under certain circumstances, the District may prospectively opt out of using the Uniform Method and utilize the foreclosure procedures described in the section above captioned "Judicial Proceedings".

If Series 2020 Assessments collected pursuant to the Uniform Method are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. All unpaid taxes become delinquent on April 1 of the year following assessment, and the Tax Collector is required to collect taxes prior to April 1 and after that date to
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institute statutory procedures upon delinquency to collect assessed taxes. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process.
Sale of Tax Certificates
The collection of delinquent special assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceedsof such sale to the District for thepayment of the special assessment due. The demand for such certificates is in turn dependent upon various factors, which include the interest that can be earned by ownership of such certificates and the value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying value of the land within the District may affect the demand for such certificates and the successful collection of the Series 2020 Assessments. See "BONDHOLDERS' RISKS" herein.
In the event of a delinquencyin the payment of taxes on real property, the Tax Collector is requiredto attempt to sell tax certificates on such property to the person who pays the delinquent taxes and interest and certain costs and charges relating thereto, and who accepts the lowest interest rate per annum to be borne by the certificates (not to exceed 18%). Delinquent taxes may be paid by a taxpayer prior to the date of sale of a tax certificate by the payment of such taxes, together with interest and all costs and charges relating thereto. Generally, tax certificates are sold by public bid. If there are no bidders at the public sale of tax certificates, the certificate is issued to the county in which the assessed lands are located, at the maximum rate of interest allowed (currently 18%). During the pendency of any litigation arising from the context of a landowner's tax assessment collected through the Uniform Method, which may possibly include non-ad valorem special assessments such as the Series 2020 Assessments, it is possible that the tax collector will not sell tax certificates with respect to such property. The Tax Collector does not collect any money if tax certificates are issued to the county. Proceeds from the sale of tax certificates are required to be used to pay taxes (including Series 2020 Assessments), interest, costs and charges on the real property described in the certificate.
County-held certificates may be purchased and any tax certificate may be redeemed, in whole or in part, by any person at any time before a tax deed is issued or the property is placed on the list of lands available for sale, at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, charges and omitted taxes due. The proceedsof sucha redemption are paid to the Tax Collector who transmits to the holderof the certificate such proceedslessservice charges, and the certificate is canceled. Any holder, otherthanthe county, of a tax certificate that has not been redeemed has seven years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate.
After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due. If the County holds a tax certificate on property valued at
$5,000 or more and has not succeeded in selling it, the county must apply for a tax deed two years after April 1 of the year of issuance. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.
In any such public sale, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, redemption of other tax certificates on the land, and the amount paid by such holder in applying for the tax deed, plus interest thereon. In the case of homestead property, the bid is also deemed to include an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land and the amounts paid for the certificate and in applying for a tax deed are credited towards the purchase price. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, and all other amounts paid by such person in applying for a tax deed, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholders of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interests may appear.

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Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuanceof a tax deed. Thus, for example, outstandingmortgages on property subject to a tax deed would be extinguished.
If there are no bidders at the public sale, the County may at any time within ninety (90) days from the date of offering for public sale purchase the land without further notice or advertising for a statutorily prescribed opening bid. After ninety (90) days have passed, any person or governmental unit may purchase the land by paying the amount of the opening bid. Three years from the date of offering for public sale, unsold lands escheat to the County in which they are located and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the County Commissioners.

FUNDS AND ACCOUNTS

Pursuant to the Supplemental Indenture, the following Funds and Accounts will be held by the Trustee:
within the Acquisition and Construction Fund, a 2020 Acquisition and Construction Account and therein a General Subaccount and Retainage Subaccount and a 2020 Costs of Issuance Account;
within the Debt Service Fund, a 2020 Sinking Fund Account, a 2020 Interest Account, a 2020 Capitalized Interest Account; and a 2020 Redemption Account (and therein a 2020 Prepayment Subaccount);
within the Reserve Fund, a 2020 Reserve Account;
within the Revenue Fund, a 2020 Revenue Account; and

within the Rebate Fund, a 2020 Rebate Account.

Acquisition and Construction Fund
2020 Acquisition and Construction Account. Amounts on deposit in the 2020 General Subaccount of the Acquisition and Construction Account shall be applied to pay the Costs of the 2020 Project upon compliance with the requirements of the requisition provisions set forth in the Master Indenture and/or as otherwise provided in the Supplemental Indenture.
Amounts on deposit in the Retainage Subaccount of the 2020 Acquisition and Construction Account shall be retained therein and shall not be available to pay Costs of the 2020 Project, unless and until the District shall have delivered to the Trustee a certificate, on which the Trustee may conclusively rely, stating that the Developer has received the required modifications to the zoning ordinance and the required modifications to the Assessment Proceedings have been completed, all as described and contemplated herein. Such certificate shall also set forth the amount to be transferred from the Retainage Subaccount of the 2020 Acquisition and Construction Account into the General Subaccount of the 2020 Acquisition and Construction Account. Any amount remaining in the Retainage Subaccount in the 2020 Acquisition and Construction Account on March 15, 2021, shall be transferred to and deposited in the 2020 Prepayment Subaccount in the 2020 Redemption Account and applied to the extraordinary mandatory redemption of the 2020 Bonds on May 1, 2021, in the manner prescribed in the 2020 Bonds.
Any balance remaining in either subaccount of the 2020 Acquisition and Construction Account after the Date of Completion of the 2020 Project and after retaining the amount, if any, of all remaining unpaid Costs of the 2020 Project set forth in the Engineers' Certificate establishing such Date of Completion, shall be transferred to and deposited in the 2020 Prepayment Subaccount in the 2020 Redemption Account and applied to the extraordinary mandatory redemption of the 2020 Bonds in the manner prescribed in the Supplemental Indenture.
Upon the occurrence of an Event of Default, moneys in the 2020 Acquisition and Construction Account and the 2020 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.
2020 Costs of Issuance Account. Amounts deposited in the 2020 Costs of Issuance Account shall, at the written direction of an Authorized Officer of the District, be used to pay the costs of issuance relating to the 2020 Bonds. After February 1, 2021, amounts on deposit therein for which there is not pending with the Trustee, a requisition shall be transferred to the 2020 Reserve Account if there is any deficiency therein and the remainder to the 2020 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of

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Completion has already occurred to the 2020 Revenue Account and the 2020 Costs of Issuance Account shall be closed.
2020 Reserve Account
The 2020 Reserve Account will, at the time of delivery of the 2020 Bonds, be funded from a portion of the proceeds of the 2020 Bonds in an amount equal to the 2020 Reserve Account Requirement for the 2020 Bonds. Pursuant to the Indenture, the 2020 Reserve Account Requirement is as of any date of calculation 50% of the Maximum Annual Debt Service Requirement for the 2020 Bonds, initially $__________. See "ESTIMATED SOURCES AND USES OF PROCEEDS" herein. Amounts on deposit in the 2020 Reserve Account, except as otherwise provided in the Supplemental Indenture, shall be used only for the purpose of making payments into the 2020 Interest Account and the 2020 Sinking Fund Account to pay the 2020 Bonds, without distinction as to 2020 Bonds and without privilege or priority of one 2020 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 day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Quarterly Redemption Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2020 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 2020 Reserve Account (other than excess from investment earnings) shall be deposited in the General Subaccount of the 2020 Acquisition and Construction Account until the Date of Completion of the 2020 Project and on and after the Date of Completion of the 2020 Project shall be deposited into the 2020 Prepayment Subaccount.

All earnings on investments in the 2020 Reserve Account, provided no deficiency exists in the 2020 Reserve Account, shall, until the Date of Completion, be deposited to the General Subaccount of the 2020 Construction and Acquisition Account and on and after the Date of Completion, shall be deposited to the 2020 Revenue Account. To the extent a deficiency exists in the 2020 Reserve Account, investment earnings in such account shall remain in that account. Such account shall consist only of cash and 2020 Investment Obligations.
Notwithstandingthe foregoing, on the earliest date on which there is on deposit in the 2020 Reserve Account, sufficient monies, taking into account other monies available therefor, to pay and redeem all of the Outstanding 2020 Bonds, together with accrued interest, if any, on such 2020 Bonds to the earliest date of redemption, then the Trustee shall use the amount on deposit in the 2020 Reserve Account to pay and redeem all of the Outstanding 2020 Bonds on the earliest possible date.
The District may provide that the difference between the amounts on deposit in the 2020 Reserve Account and the 2020 Reserve Account Requirement shall be an amount covered by obtaining bond insurance or a surety bond issued by a municipal bondinsurer, rated in one of the two highest categories (at least AA by Fitch, and/or S&Pand/or at least Aa by 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 2020 Bonds, the District may withdraw any or all of the amount of money on deposit in the 2020 Reserve Account and substitute in its place a Reserve Account Credit Instrument as described abovein the face amount of suchwithdrawal andsuchwithdrawn moneys shall, after payment of the premium for such Reserve Account Credit Instrument, be (a) until the Date of Completion, transferred to the Series 2020 Acquisition and Construction Account to be used to pay Costs of the 2020 Project, (b) after the Date of Completion, transferred to the 2020 Prepayment Subaccount and used to redeem 2020 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.
Application of Prepayment Principal
All Prepayment Principal shall upon receipt by the Trustee be deposited to the 2020 Prepayment Subaccount of the 2020 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 Principal. Amounts on deposit in the 2020 Prepayment Subaccount shall be applied to the redemption of the 2020 Bonds in the manner provided in the Indenture.

Tax Covenants and Rebate Accounts
In the Supplemental Indenture the District has covenanted to comply with the Tax Regulatory Covenants (including deposits to and payments from the 2020 Rebate Account) included as part of the closing transcript for the 2020 Bonds, as amended and supplemented from time to time in accordance with their terms.
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Establishment of 2020 Revenue Account in Revenue Fund; Application of Pledged Revenues and Investment Earnings
The Trustee shall except as provided below or otherwise provided in the Supplemental Indenture deposit the 2020 Pledged Revenues to the 2020 Revenue Account and any other amounts or payments specifically designated by the District pursuant to a written direction for said purpose. The 2020 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 2020 Revenue Account, 2020 Interest Account, 2020 Capitalized Interest Account, 2020 Sinking Fund Account, 2020 Redemption Account, 2020 Reserve Account and each account and subaccount therein shall be used as provided in the Master Indenture except as otherwise provided in the Supplemental Indenture.
Immediately uponreceipt the District shall deposit the 2020 Pledged Revenues with the Trustee together with a written accounting setting forth the amounts of such 2020 Pledged Revenues in the following categories which shall be deposited by the Trustee into the Funds and Accounts established under the Supplemental Indenture as follows:
Assessment Interest, which shall be deposited into the 2020 Interest Account;

Assessment Principal, which shall be deposited into the 2020 Sinking Fund Account;
Prepayment Principal, which shall be deposited into the 2020 Prepayment Subaccount of the 2020 Redemption Account;
Delinquent Assessment Principal shall first be applied to restore the amount of any withdrawal, from the 2020 Reserve Account to pay the principal of 2020 Bonds to the extent that less than the 2020 Reserve Account Requirement is on deposit in the 2020 Reserve Account, and, the balance, if any, shall be deposited into the 2020 Sinking Fund Account.
Delinquent Assessment Interest, shall first be applied to restore the amount of any withdrawal from the 2020 Reserve Account to pay the interest on 2020 Bonds to the extent that less than the Reserve Account Requirement is on deposit in the 2020 Reserve Account, and, the balance, if any, deposited into the 2020 Interest Account; and
the balance shall remain in the 2020 Revenue Account.
On the forty-fifth day which precedes each Quarterly Redemption Date (or if such forty-fifth day is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the 2020 Prepayment Subaccount of the 2020 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 2020 Revenue Account to make the transfers required in the following paragraph, from the 2020 Revenue Account for deposit into such 2020 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 2020 Bonds on the next succeeding Quarterly Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in such 2020 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of 2020 Bonds. Interest due in regard to such extraordinary mandatory redemption shall be paid from the 2020 Interest Account.
Except as 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 2020 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 Indenture:
FIRST, to the 2020 Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all 2020 Bonds then Outstanding on such May 1 or November 1, less any amount already on deposit in the 2020 Interest Account not previously credited. On May 1, 2020 and November 1, 2020 the Trustee shall transfer from the 2020 Capitalized Interest Account to the 2020 Interest Account an amount equal to the lesser of the amount of interest due on the 2020 Bonds on such date or the amount on deposit in the 2020 Capitalized Interest Account. After November 1, 2020, any amounts in the Capitalized Interest Account shall be transferred to the 2020 Reserve Account if there is any deficiency therein and the remainder to the General Subaccount of the 2020 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred, to the 2020 Revenue Account;

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SECOND, on each May 1, commencing May 1, 2021, to the 2020 Sinking Fund Account, an amount equal to the Amortization Installments or principal of 2020 Bonds due on such May 1, less any amounts already on deposit in such Account not previously credited;
THIRD, to the 2020 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the then 2020 Reserve Account Requirement; and
FOURTH, the balance shall be retained in the 2020 Revenue Account.
On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction, and the Trustee shall, transfer from the 2020 Revenue Account to the 2020 Rebate Account established for the 2020 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 Covenants. To the extent insufficient moneys are on deposit in the 2020 Revenue Account to make the transfer provided for in the immediately preceding sentence the District shall deposit with the Trustee from available moneys of the District the amount of any such insufficiency.
On or after November 2, beginning November 2, 2020 the balance on deposit in the 2020 Revenue Account on such November 2 shall (i) before the Date of Completion, be transferredinto the 2020 Acquisition and Construction Account, and (ii) on and 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 2020 Reserve Account shall be equal to the 2020 Reserve Account Requirement, and, provided further, that the Trustee shall not have actual knowledge of an Event of Default under the Indenture relating to the 2020 Bonds, including payment of Trustee's fees and expenses then due.
Anything in the Indenture to the contrary notwithstanding, earnings on investments in all of the Funds and Accounts held as security for the 2020 Bonds shall be invested only in 2020 Investment Obligations, and further, earnings on investments in the 2020 Acquisition and Construction Account, 2020 Costs of Issuance Account, the 2020 Capitalized Interest Account and 2020 Revenue Account shall be retained as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the 2020 Sinking Fund Account, 2020 Interest Account and the 2020 Redemption Account including any subaccounts therein shall be deposited, as realized, to the credit of the 2020 Revenue Account and used for the purpose of such Account. Earnings on investments in the 2020 Reserve Account shall be applied as provided under "2020 Reserve Account" above.
BONDHOLDERS' RISKS
There are certain risks inherent in an investment in bonds issued by a public authority or governmental body in the State and secured by special assessments. Certain of these risks are described in other sections of this Limited Offering Memorandum. Certain additional risks are associated with the 2020 Bonds offered hereby and are set forth below. Investment in the 2020 Bonds poses certain economic risks. Prospective investors in the 2020 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the 2020 Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. This section does not purport to summarize all risks that may be associated with purchasing or owning the 2020 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the 2020 Bonds.
As of the date hereof, the Developer owns all of the lands in the District subject to the Series 2020 Assessments securing the 2020 Bonds. Payment of the Series 2020 Assessments is primarily dependent upon their timely payment by the Developer and subsequent landowners in the District. See "THE DEVELOPER" herein. Non- payment of the Series 2020 Assessments by the Developer or any subsequent significant landowner would have a substantial adverse impact upon the District's ability to pay debt service on the 2020 Bonds.

In the event of the institution of bankruptcy or similar proceedings with respect to the Developer or any other owner of benefited property, delays could occur in the payment of debt service on the 2020 Bonds as such bankruptcy could negatively impact the ability of: (i) the Developer and any other landowner being able to pay the Series 2020 Assessments; (ii) the Tax Collector to sell tax certificates in relation to such property with respect to the Series 2020 Assessments being collected pursuant to the Uniform Method; and (iii) the District to foreclose the lien of the Series 2020 Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the 2020 Bonds under the Indenture are in many respects dependent upon judicial actions
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which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by federal, state and local law and in the Indenture and the 2020 Bonds, including, without limitation, enforcement of the obligation to pay Series 2020 Assessments and the ability of the District to foreclose the lien of the Series 2020 Assessments if not being collected pursuant to the Uniform Method, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2020 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvencyor other similar laws affectingthe rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available with respect to the 2020 Bonds could have a material adverse impact on the interest of the Owners thereof.

In addition to the general bankruptcy and similar proceedings risks discussedabove, a 2011 bankruptcy court decision in Florida held that the governing body of a community development district, which is a special purpose government similar to the District, and not the bondholders or indenture trustee, was the creditor of the landowner/debtors in bankruptcy with respect to claims for special assessments, and thus only the district could vote to approve or disapprove a reorganization plan submitted by the debtors in the case. The Indenture provides for the delegation of certain rights from the District to the Trustee in the event of a bankruptcy or similar proceeding with respect to an Insolvent Taxpayer. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS – Indenture Provisions Relating to Bankruptcy or Insolvency of Landowner." The District cannot express any view whether such delegation would be enforceableand none of the legal opinions providedin connectionwith the issuance of the 2020 Bonds will specifically opine to the enforceability of such provision.

The principal security for the payment of the principal of and interest on the 2020 Bonds is the timely collection of the Series 2020 Assessments. The Series 2020 Assessments do not constitute a personal indebtedness of the owners of the land subject thereto, but are secured only by a lien on such land. There is no assurance that the current and subsequent owners of this land will be able to pay the Series 2020 Assessments or that they will pay such Series 2020 Assessments even though financially able to do so. Beyond legal delays that could result from bankruptcy, the ability of the County to sell tax certificates (to the extent that any portion of the Series 2020 Assessments are being collected by the Uniform Method of Collection) will be dependent upon various factors, including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject of such certificates. The determination of the benefits to be received by the land within the District as a result of implementation and development of the 2020 Project is not indicative of the realizable or market value of the land, which value may actually be higher or lower than the assessment of benefits. In other words, the value of the land could potentially be ultimately less than the debt secured by the Series 2020 Assessments associated with it. To the extent that the realizable or market value of the land is lower than the assessment of benefits, the ability of the County to sell tax certificates relating to such land may be adversely affected (to the extent that any portion of the Series 2020 Assessments are being collected by the Uniform Method of Collection). Such adverse effect could render the District unable to collect delinquent Series 2020 Assessments, if any, and could negatively impact the ability of the District to make the full or punctual payment of Debt Service on the 2020 Bonds. The payment of the Series 2020 Assessments and the ability of the Tax Collector to sell tax certificates or the District to foreclose the lien of the unpaid taxes, including the Series 2020 Assessments, may be limited by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State relating to court foreclosure. Bankruptcy of a property owner will most likely also result in a delay by the Tax Collector or the District in prosecuting court foreclosure proceedings. Such delay would increase the likelihood of a delay or default in payment of principal and interest on the 2020 Bonds.

The District is required to complywith statutory proceduresin levyingthe Series 2020Assessments. Failure of the District to follow these procedures could result in the Series 2020 Assessments not being levied or potential future challenges to such levy. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

The District has not granted, and may not grant under Florida law, a mortgage or security interest in the 2020 Project. Furthermore, the District has not pledged the revenues, if any, from the operation of the 2020 Project as security for, or a source of payment of, the 2020 Bonds. Neither has the District covenanted to establish rates, fees and charges for the 2020 Project at any specified levels. The 2020 Bonds are payable primarily from, and secured by, the Series 2020 Assessments. The Developer and any other landowner's obligation to pay the Series 2020 Assessments is limited solely to the obligation of any landowner to pay Series 2020 Assessments levied against its land. Neither the Developer nor any other landowner is a guarantor of payment on any Series 2020 Assessments and the recourse for the Developer's or any other landowner's failure to pay the Series 2020 Assessments is limited to its ownership interest in the assessed land.

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In addition to legal delays that could result from bankruptcy, the ability of the District to enforce collection of delinquent Series 2020 Assessments will be dependent upon various factors, including the delay inherent in any judicial proceeding to enforce the lien of the Series 2020 Assessments and the value of the land which is the subject of such proceedings and which may be subject to sale. If the District has difficulty in collecting the Series 2020 Assessments, the 2020 Reserve Account could be rapidly depleted and the ability of the District to pay Debt Service could be materially adversely affected. It is possible that the District will not have sufficient funds to fund the cost of any judicial proceeding and will be compelled to request the 2020 Bondholders to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code, there are limitations on the amounts of 2020 Bond proceeds that can be used for such purpose.

Owners should note that several mortgage lenders have, in the past, raised legal challenges to the primacy of the liens similar to those of the Series 2020 Assessments in relation to the liens of mortgages burdening the same real property.

Some of the risk factors described herein, which, if materialized, would result in a delay in the collection of the Series 2020 Assessments, but may not affect the timely payment of debt service on the 2020 Bonds because of the 2020 Reserve Account established by the District for the 2020 Bonds. The ability of the 2020 Reserve Account to fund deficiencies caused by delinquent Series 2020 Assessments is dependent upon the amount, duration and frequency of such deficiencies. Moneys on deposit in the 2020 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys available in the 2020 Reserve Account to make up deficiencies.

Prospective Bondholders should note that although the Indenture contains a 2020 Reserve Account Requirement for the 2020 Reserve Account, and a corresponding obligation on the part of the District to replenish the 2020 Reserve Account to the 2020 Reserve Account Requirement, if in fact that account is accessed for any purpose, the District does not have a designated revenue source for replenishing that account other than from the collection of delinquent Series 2020 Assessments. Moreover, the District will not be permitted to assess real property burdened by the Series 2020 Assessments for the purpose of replenishing the 2020 Reserve Account.

The willingness and/or ability of an owner of land within the District to pay the Series 2020 Assessments could be affected by the existence of other taxes and assessments imposed upon the land by the District or by the County, or by other public entities, which may be affected by the value of the land subjected to such taxation and assessment. Under the Uniform Method of Collection, municipal, school, special district taxes and assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds, including the Series 2020 Assessments if collected pursuant to the Uniform Method, are generally payable at one time. If a taxpayer does not make complete payment, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. In such case, the Tax Collector does not accept such partial payment; provided, however, that if a taxpayer has commenced legal proceedings contesting the levy or amount of an ad valorem tax and possibly a non-ad valorem assessment, a tax collector may accept a partial payment of the ad valorem tax, and possibly, the non-ad valorem assessment as described under "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. If a taxpayer disputes all or a portion of the Series 2020 Assessments, and pays the balance of ad valorem taxes and non-ad valorem assessments which the taxpayer in good faith admits to be owing, this could possibly cause a delay in the collection of the Series 2020 Assessments, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the 2020 Bonds. Public entities whose boundaries overlap those of the District, such as the County and the County school district, could, without the consent of the owners of the land within the District, impose additional taxes or assessments on the property within the District. The District has no control over the amount of taxes or assessments levied by governmental entities other than the District. The lien of the Series 2020Assessmentsis, however, of equal dignitywith such otherpublic entities' taxes andassessments. In regard to any Series 2020 Assessments collected directly by the District rather than using the Uniform Method, the sale of tax certificates as described herein would not be an available remedy. In addition, the District has imposed or may also impose additional assessments, including for its operation, maintenance and administrative expenses, which will encumber the property burdened by the Series 2020 Assessments.

The development of the Development may be affected by changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Developer in developing property in the Development. Although the property is anticipated to be developed as described herein, there can be no assurance that such development will occur or be realized in the manner or schedule currently anticipated. In addition, the proposed development within the Development is subject to comprehensive federal, state, and local regulations and future changes to such regulations. Approval is required from various public agenciesin connectionwith, amongother
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things, the design, nature and extent of required improvements, both public and private which must be constructed in accordance with applicable zoning, land use and environmental regulations. The schedule of development as describedherein will be affected by the ability to obtain any such approvals in a timely manner, which may negatively impact the Developer's desire or ability to develop the Development as contemplated. See "APPENDIX "A" – ENGINEER'S REPORT attached hereto for a discussion of certain permits and approvals applicable to the 2020 Project and the Development. See “THE DEVELOPMENT – Fees and Assessments.”

The value of the lands subject to the Series 2020 Assessments could also be adversely impacted by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the lands in the 2020 Assessment Area unable to support development. The occurrence of any such events could materially adversely impact the District’s ability to pay principal and interest on the Series 2020 Bonds. The Series 2020 Bonds are not insured, and the Districts’ casualty insurance policies do not insure against losses incurred on private lands within their respective boundaries

Proceeds of the 2020 Bonds will only fund a portion of the Azario CIP. Pursuant to a Completion Agreement with the District, the Developer has agreed to fund the remaining costs of the Azario CIP to the extent that proceeds of the 2020 Bonds and any future series of Bonds are not sufficient to do so (by providing funds to the District to enable it to complete that portion of the Azario CIP or by completing such portion of the Azario CIP and conveying it to the District); provided, however, such obligations are unsecured. In addition , the Developer will also execute anddeliver to the District the Assignment Agreement, See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS – Agreement for Assignment of Development Rights" pursuant to which the Developer will collaterally assign to the District, to the extent assignable and to the extent that they are solely owned or controlled by the Developer, certain of its development rights relating to the 2020 Project and the Development as security for Developer's payment and performance and discharge of its obligation to pay the Series 2020 Assessments. Notwithstanding the Assignment Agreement there is no assurance that if there is a default by the Developer, and the District were to exercise remedies against the property within the District subject to the Series 2020 Assessments, that the District and/or Owners of the Bonds, as the case may be, will have all permits and development rights necessary to complete the Development or the 2020 Project. Further, as noted herein under "THE DEVELOPMENT – Land Acquisition/Development Financing" there is an existing mortgage in favor of SMR Northeast, LLC ("SMR Northeast"). Pursuant to a Tri-Party Agreement between the District, the Developer and SMR Northeast, SMR Northeast grants the District a license to use the development and contract rights under the Assignment Agreement to complete the Development upon an event of default by the Developer provided such use of such license is not in a manner inconsistent with the continued rights of SMR Northeast.

The District may have incomplete information concerning the Development and the Developer. For example, the District has limited information concerning the condition of the land in the Development, its suitability for future development or its value. Furthermore, except to the extent described in this Limited Offering Memorandum under the captions "THE DEVELOPMENT" and “THE DEVELOPER”, the District has not been provided information regarding the Developer and the Development and has not undertaken to independently verify or confirm any such information.

Failure to complete development or substantial delays in the completion of the development of the lands subject to the Series 2020 Assessments due to litigation or other causes may reduce the value of lands subject to the Series 2020 Assessments and increase the length of time during which Series 2020 Assessments will be payable from undeveloped property and may affect the willingness and ability of the owners of such property to pay the Series 2020 Assessments when due.

The interest rates borne by the 2020 Bonds are in general, higher than interest rates borne by other bonds of more established political subdivisions with varied revenue sources that do not involve the same degree of risk as investment in the 2020 Bonds. These higher interest rates are intended to compensate investors in the 2020 Bonds for the risk inherent in a purchase of the 2020 Bonds. However, such higher interest rates, in and of themselves, increase the amount of Series 2020 Assessments that the District must levy in order to provide for payments of debt service on the 2020 Bonds, and, in turn, may increase the burden upon owners of lands within the District, thereby possibly increasing the likelihood of non-payment or delinquency in payment of such Series 2020 Assessments.

There is no assurance that a liquid secondary market will exist for the 2020 Bonds in the event a Beneficial Owner thereof determines to solicit purchasers of the 2020 Bonds. Even if a liquid secondary market exists, as with any marketable securities, there can be no assurance as to the price for which the 2020 Bonds may be sold.
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Such price may be lower than that paid by the current Beneficial Owner of the 2020 Bonds, dependingon the progress of development of the lands encumbered by the Series 2020 Assessments, existing real estate and financial market conditions. See Item No. 17 below for other matters that may adversely impact the availability of a liquid secondary market for the 2020 Bonds and the value of the 2020 Bonds. See BONDHOLDERS' RISKS—Item No. 17", and "SUITABILITY FOR INVESTMENT" herein.

The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts.

It has been reported that the IRS has recently closed audits of community development districts in Florida with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within five years of the issuance of tax-exempt bonds or their bonds may be determined to be taxable retroactive to the date of issuance. Currently, all members of the Board of the District were elected by affiliates of SMR and other landowners within the District and none were elected by qualified electors.
Owners of the 2020 Bonds are advised that, if the IRS does audit the 2020 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the 2020 Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the 2020 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2020 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2020 Bonds would adversely affect the availability of any secondary market for the 2020 Bonds. Should interest on the 2020 Bonds become includable in gross income for federal income tax purposes, not only will Owners of 2020 Bonds be required to pay income taxes on the interest received on such 2020 Bonds and related penalties, but because the interest rate on such 2020 Bonds will not be adequate to compensate Owners of the 2020 Bonds for the income taxes due on such interest, the value of the 2020 Bonds may decline.

THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATE  ON  THE 2020 BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT  TO THE TAX-EXEMPT STATUS OF INTEREST ON THE 2020 BONDS. PROSPECTIVE PURCHASERS OF THE 2020 BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE 2020 BONDS IN THE EVENT THAT THE INTEREST ON THE 2020 BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS  EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT (AS HEREINAFTER DEFINED).
Various proposals are mentioned from time to time by members of the Congress of the United States of America and other concerning reform of the internal revenue (tax) laws of the United States. In addition, the IRS may, in the future, issue ruling that have the effect of changing the interpretation of existing tax laws. Certain of these proposals and interpretations, if implemented or upheld, could have the effect of diminishing the value of obligations of states and their political subdivisions, such as the 2020 Bond, by eliminating or changing the tax-exempt status of interest on certain of such bonds. Whether any of such proposals will ultimately become or be upheld as law, and if so, the effect such proposals could have upon the value of bonds such as the 2020 Bonds, cannot be predicted. However, it is possible that anysuchlaw or interpretationcouldhave a materialand adverse effect uponthe availability of a liquid secondary market and/or the value of the 2020 Bonds.

See “TAX MATTERS” herein.

Since the 2020 Bonds have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, if the District is ever deemed, by the IRS, judicially or otherwise, not to be a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could also determine that the District is not a political subdivision for purposes of the federal and state securities laws. Accordingly, the District and purchasers of 2020 Bonds may not be able to rely on the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), relating to securities issued by political subdivisions. In that event the Owners of the 2020 Bonds would need to ensure that subsequent transfers of the 2020 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act.

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The District relies on a technological environment to conduct its operations. The District, its agents and other third parties the District does business with or otherwise relies upon are subject to cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entitles or individuals may attempt to gain unauthorized access to such parties’ digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurance can be given that any such attack(s) will not materially impact the operations or finances of the District, which could impact the timely payment of debt service on the 2020 Bonds.

It is impossible to predict what new proposals may be presented regarding ad valorem tax reform and/or special districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for special district bonds. This report renews requests made by the Auditor General in 2011 that led to the then Governor of Florida issuing an Executive Order on January 11, 2012 (the "Executive Order") directing the Office of Policy and Budget in the Executive Office of the Governor ("OPB") to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the 2020 Bonds. It should be noted that Section 10(p) of the Act provides in pertinent part that "The state pledges to the holders of any bonds issued under this act that it will not limit or alter the rights of the district … to levy and collect the … assessments … and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not in any way impair the rights or remedies of such holders."

In the event a bank forecloses on property because of a default on the mortgage and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Series 2020 Assessments. In addition, the District would require the consent of the FDIC prior to commencing a foreclosure action.

The value of the land and successful development of the Development and the likelihood of timely payment of principal and interest on the 2020 Bonds could be affected by environmental factors with respect to such land. The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District.

If the District should commence a foreclosure action against a landowner for nonpayment of Series 2020 Assessments and if the Series 2020 Assessments are not being collected pursuant to the Uniform Method, such landowner may raise affirmative defenses to such foreclosure action. Even if such affirmative defenses were proven to be without merit, such affirmative defenses could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the Series 2020 Bondholders to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code, there are limitations on the amounts of Series 2020 Bond proceeds that can be used for such purpose.

Under Florida law, a landowner may contest the assessed valuation determined for its property which forms the basis of ad-valorem taxes such landowner must pay. It is unclear whether this procedure applies to non-ad valorem assessments such as the Series 2020 Assessments and there are judicial decisions that support both views. Under the procedure, a taxpayer may bring suit to contest a “tax assessment” if the taxpayer pays the amount of “tax” that the taxpayer admits to owing. Upon the making of such payment, all procedures for the collection of the unpaid taxes are suspended until the suit is resolved. If it is determined that the procedure applies to non-ad valorem assessments such as the Series 2020 Assessments, it is possible that such a challenge could result in collection procedures for Delinquent Assessments being held in abeyance until the challenge is resolved. This would result in a delay in the collection of the Series 2020 Assessments which could have a material adverse effect upon the ability of the District to make full or punctual payment of debt service on the 2020 Bonds. If the Series 2020 Assessments are being collected along with ad valorem taxes pursuant to the United Method, tax certificates will not be sold while the challenge is pending with respect to the Series 2020 Assessments even if the landowner is not contesting the amount of such special assessments.

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No application for credit enhancement or a rating on the 2020 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the 2020 Bonds had application been made.

A novel coronavirus outbreak is causing coronavirus disease (“COVID-19”), which was characterized by the World Health Organization on March 11, 2020, as a pandemic. COVID-19 has negatively affected travel, commerce, and financial markets globally, and is widely expected to continue to negatively affect economic growth and financial markets worldwide, including within Florida.  How long this negative impact will last cannot be determined at this time; however, these negative impacts could reduce property values, slow or cease development and sales within the Development and/or otherwise have a negative financial impact on the Developer or subsequent landowners. While the foregoing describes certain risks related to the current outbreak of COVID-19, the same risks may be associated with any contagious epidemic or pandemic or disease.

This section does not purport to summarize all risks that may be associated with purchasing or owning the 2020 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety (inclusive of Appendices) for a more complete description of investment considerations relating to the 2020 Bonds.
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General

THE DISTRICT

The District is an independent local unit of special-purpose government of the State and an independent

special district created pursuant to the Act, a special act of the Florida legislature.

Governance
The Act provides that a five-member Board of Supervisors (the "Board") serves as the governing body of the District. Members of the Board (the "Supervisors") must be residents of the State and citizens of the United States. The Act provides that within 90 days after formation of the District, an election must be held pursuant to which Supervisors were elected on an at-large basis by the owners of the property within the District. Such election was held in accordancewith the Act. Ownershipof landwithinthe District entitles the ownerto one vote per acre (withfractions thereof rounded upward to the nearest whole number).
The Act provides that there shall be an election by landowners for the District every 2 years on the first Tuesday after the first Monday in November. Each supervisor elected on or after November 2006 shall serve a 4-year term. Supervisors shall begin beingelected by qualified electors of the District as the District becomes populated with qualified electors. The transition shall occur such that the composition of the Board, after the first general election following a trigger of the qualified elector population thresholds set forth below, shall be as follows:
Once 10,000 qualified electors reside within the District, one governing board member shall be a person who was elected by the qualified electors and four governing board members shall be persons who were elected by the landowners.
Once 20,000 qualified electors reside within the District, two governing board members shall be persons who were elected by the qualified electors and three governing board members shall be persons elected by the landowners.
Once 30,000 qualified electors reside within the District, three governing board members shall be persons who were elected by the qualified electors and two governing board members shall be persons who were elected by the landowners.
Once 40,000 qualified electors reside within the District, four governing board members shall be persons who wereelected by thequalified electors and onegoverningboardmember shall be a person who was elected by the landowners.
Once 45,000 qualified electors reside within the District, all five governingboard members shall be persons who were elected by the qualified electors.
All Supervisors elected by qualified electors shall be elected at large. Supervisors are subject to ethics and conflict of interest laws of the state that apply to all local public officers. They shall hold office for the terms for which they were elected or appointed and until their successors are chosen and qualified. If, during the term of office, a vacancy occurs, the remaining members of the board shall fill each vacancy by an appointment for the remainder of the unexpired term.
Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, prior to the exercise of such power, all Supervisors shall be elected by qualified electors in the District and the Supervisors so selected must be qualified electors.
Any elected member of the Board of Supervisors may be removed by the Governor for malfeasance, misfeasance, dishonesty, incompetence or failure to perform the duties imposed upon him or her by the Act, and any vacancies that may occur in such office for such reasons shall be filled by the Governor as soon as practicable.
A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of a majority of the members present unless general law or a rule of the District requires a greater number.

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The current members of the Board and the expiration of their terms are set forth below:

Name	Title	Expiration of Term	
Rex Jensen	Chair	November, 2020	
Tony Chiofalo	Vice Chair/ Assistant Secretary	November, 2020	
J. Scott Almand	Treasurer	November, 2022	
Jim Schier	Assistant Secretary	November, 2022	
Ed Hunzeker	Assistant Secretary	November, 2022	

All of the current Board members are employees of SMR other than Mr. Schier and Mr. Hunzeker. See "LAKEWOOD RANCH" herein.
Powers and Authority
As a special district, the District has only those powers specifically delegated to it by the Act or necessarily implied from powers specifically delegated to it. In addition to the power to issue the Bonds to finance a portion of the costs of the Northeast Sector Project, among other provisions, the Act gives the District the power (i) to lease as lessor or lessee to or from any person, firm, corporation, association, or body, public or private, any projects of the type that the District is authorized to undertake and facilities or property of any nature for the use of the District to carry out the purposes authorized by the Act; (ii) to borrow money and issue bonds, certificates, warrants, notes or other evidence of indebtedness as provided in the Act, to levy such taxes and assessments as may be authorized and to charge, collect andenforce fees andother user charges; (iii) to raise, by user charges or fees authorized by resolution of the Board of Supervisors, amounts of money which are necessary for the conduct of the District activities and services and to enforce their receipt and collection in the manner prescribed by resolution not inconsistent with law;
(iv) to exercise within the District, or beyond the District with prior approval by vote of a resolution of the governing body of the county if the taking will occur in an unincorporated area in that county, the right and power of eminent domain over any property within the state, except municipal, county, state, and federal property, for the uses and purpose of the District relating solely to water, sewer, District roads and water management, specifically including, without limitation, the power for the taking of easements for the drainage of the land of one person over and through the land of another; (v) to cooperate with, or contract with, other governmental agencies as may be necessary, convenient, incidental, or proper in  connection with  any of the powers, duties or purposes authorized by the  Act;
(vi) to assess and to impose upon lands in the District ad valorem taxes as provided by the Act; (vii) to determine, order, levy, impose, collect and enforce assessments pursuant to the Act and Chapter 170, Florida Statutes, as amended from time to time, pursuant to authority granted in Section 197.3631, Florida Statutes or pursuant to other provisions of general law now or hereinafter enacted; and (viii) to exercise all of the powers necessary, convenient, incidental or proper in connection with any other powers or duties or the special purpose of the District authorized by the Act.
The Act does not empower the District to adopt and enforce land use plans or zoning ordinances, and the Act does not empower the District to grant building permits; these functions are performed by the general purpose local government, acting through its governing body and its departments of government.
The Act exempts all property of the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any owner of bonds of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with any of its debt obligations.
The District Manager
The Act requires the Board to hire a district manager. The Act provides that the district manager shall have charge and supervision of the works of the District and shall be responsible for (i) preserving and maintaining any improvement or facility constructed or erected pursuant to the provision of the Act, (ii) maintaining and operating the equipment owned by the District, and (iii) performing such other duties as may be prescribed by the Board. The Act further provides that it shall not be a conflict of interest under Chapter 112, Florida Statutes, for a Supervisor, the district manager, or another employee of the District to be a stockholder, officer or employee of a landowner.

PFM Group Consulting LLC serves as the District Manager.

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Outstanding Debt of the District
The District has issued multiple series of special assessment bonds which are currently outstanding and listed below. None of such series of bonds has a lien on the 2020 Trust Estate nor are secured by special assessments levied on the same lands as the Series 2020 Assessments other than the Special Assessment Bonds, Series 2018 (Northeast Sector Project – Phase1B) and the Special Assessment Revenue Bonds, Series 2019 (Azario Project). Please see “THE DEVELOPMENT– Fees and Assessments”, for an enumeration of the Series 2020 Assessments and the special assessments levied in connection with the Special Assessment Bonds, Series 2018 (Northeast Sector Project – Phase1B) and Special Assessment Revenue Bonds, Series 2019 (Azario Project).
$5,720,000 Special Assessment Revenue Bonds, Series 2010A (Central Park Project) issued on July 12, 2010 and currently outstanding in the amount of $2,740,000.

$36,255,000 Special Assessment Revenue Bonds, Series 2011 (Lakewood Centre and NW Sector Projects) issued on May 13, 2011 and currently outstanding in the amount of $30,945,000.

$1,765,000 Special Assessment Revenue Bonds, Series 2011 (Belle Isle Project) issued on May 13, 2011 and currently outstanding in the amount of $1,455,000.
$8,500,000 Special Assessment Revenue Bonds, Series 2013A (Country Club East Project) issued on July 26, 2013 and currently outstanding in the amount of $7,610,000.
$7,535,000 Special Assessment Revenue Bonds, Series 2013A (Central Park Project) issued on August 5, 2013 and currently outstanding in the amount of $6,450,000.

$12,145,000 Special Assessment Revenue Bonds, Series 2014A (Country Club East Project) issued on October 14, 2014 and currently outstanding in the amount of $10,965,000.

$37,360,000 Special Assessment Revenue Bonds, Series 2015 (Lakewood Center North Project) issued on February 9, 2015 and currently outstanding in the amount of $31,280,000.

$79,505,000 Special Assessment Revenue Bonds, Series 2016 (Villages of Lakewood Ranch South Project) issued on February 8, 2016 and currently outstanding in the amount of $66,445,000.
$49,480,000 Special Assessment Revenue Bonds, Series 2017 (Lakewood National and Polo Run Projects) issued on February 21, 2017 and currently outstanding in the amount of $47,125,000.
$14,805,000 Special Assessment Revenue Bonds, Series 2017 (Del Webb Project) issued on May 8, 2017 and currently outstanding in the amount of $13,995,000.

$33,000,000 (Not to Exceed) Bond Anticipation Note, Series 2017 (Northeast Sector Project) issued on September 8, 2017 and currently outstanding in the amount of $2,978,116.07.

$14,548,000 Special Assessment Revenue Refunding Bonds, Series 2017 (Lake Club Project) issued on September 29, 2017 and currently outstanding in the amount of $11,562,000.

$14,925,000 Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project —Phase l A) issued on August 30, 2018 and currently outstanding in the amount of $14,675,000.
$36,185,000 Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project — Phase 1 B) issued on December 10, 2018 and currently outstanding in the amount of $35,610,000.
$11,790,000 Special Assessment Revenue Bonds, Series 2018 (Lakewood Centre and NW Sector Projects) issued on December 10, 2018 and currently outstanding in the amount of $11,070,000.

$7,580,000 Special Assessment Revenue Bonds, Series 2019 (The Isles at Lakewood Ranch Project – Phase I) issued on April 8, 2019 and currently outstanding in the amount of $7,450,000.

$9,125,000 Special Assessment Revenue Bonds, Series 2019 (Lake Club Phase 4 Project) issued on May 20, 2019 is currently outstanding in the approximate principal amount of $8,820,000.

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$5,005,000 Special Assessment Revenue Bonds, Series 2019 (Cresswind Project) issued on May 20, 2019 is currently outstanding in the principal amount of $4,920,000.
$4,775,000 Special Assessment Revenue Bonds, Series 2019 (Indigo Expansion Area Project) issued on September 9, 2019 and currently outstanding in the amount of $4,685,000.
$5,585,000 Special Assessment Revenue Bonds, Series 2019(Northeast Sector Project — Phase 2A) issued on November 4, 2019 and currently outstanding in the amount of $5,585,000.

$12,670,000 Special Assessment Revenue Bonds, Series 2019 (Azario Project) issued on December 9, 2019 and currently outstanding in the amount of $12,670,000.

$19,195,000 Special Assessment Revenue Refunding Bonds, Series 2020 (Country Club East Project) issued on July 15, 2020 and currently outstanding in the amount of $19,195,000.

THE CAPITAL IMPROVEMENT PROGRAM

Waldrop Engineering, serving as the District Project Engineer, has prepared the Engineer's Report, as amended and restated, dated July 2020 (the "Master Engineer's Report") describing the capital improvement program for the Development (the "Azario CIP") which is estimated to cost approximately $35.8 million. The Azario CIP includes the public infrastructure component of the Development which consists of stormwater, wastewater, potable water, perimeter berm and landscaping and contingency. Enumeration of the costs of the Azario CIP are provided in the table below.

Cost Category	Estimated Cost	
Stormwater	$17,006,463	
Wastewater	8,360,454	
Potable Water	6,201,880	
Perimeter Berm & Landscaping	507,064	
Engineering and Survey	1,112,455	
Contingency	2,575,004	
TOTAL	$35,763,321	

Proceeds of the 2020 Bonds will be utilized to acquire a portion of the Azario CIP in the approximate amount of $5.0 million. That portion of the Azario CIP funded with the proceeds of the 2020 Bonds is referred to herein as the "2020 Project." Detailed information concerning the Azario CIP is contained within the Engineer's Report. See APPENDIX A hereto.
The District does not currently intend to issue any additional series of Bonds to fund additional portions of the Azario CIP. As such, the remainder of the Azario CIP not funded with proceeds of the 2020 Bonds is anticipated to be funded with equity contributions by the Developer. The Developer will enter into a Completion Agreement whereby the Developer will agree to complete those portions of the Azario CIP not funded with proceeds of the 2020 Bonds. The District cannot make any representation that the Developer will have sufficient funds to complete the Azario CIP.

ASSESSMENT METHODOLOGY
The District's Methodology Consultant has prepared the Master Assessment Methodology Report (the "Master Report") and the Supplemental Assessment Report (collectively the “Assessment Reports”) attached hereto as APPENDIX E. The Assessments Reports provide a methodology to allocate the total benefit derived from the Azario CIP to each of the land uses planned in the Development on a fully financed basis. Initially, the special assessments are allocated on an equal acreage basis to the Development. As parcels of land are (i) sold by the Developer (herein defined) with specific entitlements assigned thereto or (ii) platted, the debt is then allocated to such parcel or parcels based upon the amount of transferred entitlements or units platted. The table below illustrates the principal and annual Series 2020 Assessments for the various product types planned within the Development. As describedin more detail herein under the heading“THE DEVELOPMENT – Fees and Assessments”, the lands within the Development are also subject to special assessments levied in connection with the District’s Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase1B) and the District’s Special Assessment Revenue Bonds, Series 2019 (Azario Project).

Land Use/Product Type	
2020 Bonds Principal
Per Unit	2020 Bonds Gross Annual
Debt Service
Per Unit	
Single-Family 35’	$805	$53	
Single-Family 42’	$805	$53	
Single-Family 45’	$805	$53	
Single-Family 52’	$3,864	$255	
Single-Family 62’	$6,440	$425	
Single-Family 76’	$9,660	$638	
Single-Family 90’	$12,881	$850	

LAKEWOOD RANCH
The information included under this headinghas been furnished by SMR for the purpose of describinga brief history of Lakewood Ranch. Information regarding the land to be encumbered by the Series 2020 Assessments as well as information regarding the Development can be found under the heading "THE DEVELOPMENT." Although believed to be reliable, such information has not been independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel, and no person other than SMR, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness of such information. At the time of the issuance of the 2020 Bonds, SMR will represent in writing that the information herein under the captions "LAKEWOOD RANCH," do not containanyuntruestatement of a material fact anddoes not omit to state anymaterial fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading.

General
Lakewood Ranch is an age-diverse, mixed use planned community located in Manatee and Sarasota counties
east of Interstate 75 and is accessible from four Interstate 75 interchanges at Fruitville Road, University Parkway, State Road 70 and State Road 64. Downtown Sarasota is located approximately ten (10) miles southwest of Lakewood Ranch, downtown Bradenton is located approximately twelve (12) miles to the northwest and the Sarasota/Bradenton International Airport is located approximately six (6) miles to the west.
The approximately fifty (50) square mile core area of Lakewood Ranch was originally purchased by the Uihlein family in 1922 from the family of John Schroeder, who assembled the property in the early 1900's as a timber plantation. The planned community has since expanded in all directions and now includes approximately fifty-five
(55) square miles. The unsold/undeveloped portions of Lakewood Ranch are owned by Schroeder-Manatee Ranch, Inc. ("SMR"), a Delaware corporation or affiliated entities that are owned directly or beneficially by the various branches of the Uihlein family of Milwaukee, Wisconsin, founders of the Joseph Schlitz Brewing Company.
SMR, through its subsidiaries, conducts or oversees a diversified base of activities at Lakewood Ranch including real estate sales, country club operations, commercial investment and development; raising beef cattle; turf farming and nursery operations. SMR also previously conducted a significant shell and aggregate mining operation that produced materials for road building and, as a by-product, created large lakes that serve as major amenities for the community. SMR's 33,000 square foot headquarters building is situated in Lakewood Ranch on Covenant Way just east of Lorraine Road and north of University Parkway.
Existing Development
Since development activities commenced in 1994, a significant amount of residential, commercial, office, retail, civic and institutional development has occurred at Lakewood Ranch in both Manatee and Sarasota counties, spanning more than 10,000 acres. Development activities in Manatee County (north of University Parkway) initially were governed by two (2) Developments of Regional Impact (DRIs) known as Cypress Banks and University Lakes, which are generally situated east of Interstate 75, south of State Road 70 and North of University Parkway (which generally is the Manatee and Sarasota County line). Five (5) community development districts have been established for the purpose of acquiring, constructing and maintaining a portion of the public infrastructure necessary to serve the lands within these two (2) DRIs. Until 2017, development activities in Sarasota County (south of University Parkway) were predominantly commercial and office oriented and have been governed by the Lakewood Ranch Corporate Park DRI. However, the approval of the Villages of Lakewood Ranch South Development of Regional Impact provided for the development of residential land uses in portions of Lakewood Ranch located in Sarasota County where a new

community known as "Waterside" is being developed that is approved for 5,144 residential entitlement units with transportation concurrency for all of the residential units as well as for two (2) retail village centers.
SMR has undertaken extensive long-term planning of its remaining undeveloped acreage serving to enhance the value of its land holdings. As part of that effort, SMR facilitated the establishment of the District, the boundaries of which include all 25,000+ acres of Lakewood Ranch land that was undeveloped at the time of establishment. Since the establishment of the District, a significant amount of entitlement and development activity has occurred including the approval of (i) a comprehensive plan amendment, providing for flexible land uses and densities for approximately 7,500 acres locatednorth of State Road 70 and east of Lorraine Roadin Manatee County, and (ii) two (2) developments of regional impact knownas the Lakewood Centre DRIand Northwest Sector DRIthat have been expanded to include additional land north of State Road 70 and west of Lorraine Road.
Sales activity at Lakewood Ranch commenced in 1994. Today, Lakewood Ranch is home to more than 14,300 households with an estimatedpopulation in excess of 30,000 based upon various Census reports and marketing study estimates. In 2015, 534 new homes were sold in Lakewood Ranch, ranking it eighth in new home sales for master planned communities in the United States by RCLCO. In 2016, 778 new homes were sold in Lakewood Ranch, ranking it fourth in new home sales for master planned communities in the United States by RCLCO. In 2017, 1,206 new homes were sold in Lakewood Ranch, ranking it third in new home sales for master planned communities in the United States by RCLCO. In 2018, 1,482 new homes were sold in Lakewood Ranch, ranking it second in new home sales for master planned communities in the United States by RCLCO. In 2019, 1,648 new homes were sold in Lakewood Ranch, ranking it second in new home sales for master planned communities in the United States by RCLCO. From January 1, 2020 through June 30, 2020, approximately 838 new homes weresold in Lakewood Ranch. In each of the last three (3) years, approximately 28,000 people passed through the information centers and model homes within Lakewood Ranch. In addition to the residential activity described above, approximately 4.5 million square feet of nonresidential mixed-use space has been constructed of which an estimated 4.3 million square feet is occupied. Based upon information obtained by SMR from the Economic Development Council, Lakewood Ranch as a whole is currently exhibiting a rate of occupancy 10% greater than that of the Sarasota/Manatee County area as whole.
The following information is a description of certain of the aforementioned development and sales activity that has occurred through June 30, 2020.

Lakewood Ranch Community Development District 1: Summerfield/Riverwalk
Development activities in Summerfield commenced in 1994 and sales of finished lots to builders started shortly thereafter. Summerfield, together with Riverwalk, comprise approximately 980 acres of residential and commercial properties. These villages are bounded on the north by State Road 70, on the east by the Braden River and Country Club Village and on the south and west by the River Club development (an adjacent community which is not part of Lakewood Ranch). The residential component includes approximately 1,782 homesites situated within eighteen
(18) neighborhoods.  Development of the homesites is complete and all of the lots were sold to builders at an average sales pace of approximately 225 per year. The builders in turn constructed and sold homes to retail buyers that originally ranged in size from 1,100 to 2,500 square feet and in price from the high $90,000's to $375,000 +. These villages are characterized by many lakes and a community park that contains ball fields for soccer and baseball/softball, basketball courts, tennis courts, a playground and tot lot. In addition, the Braden River Nature Trail forms a community park connecting two (2) large lakes with the 110-acre Herons Nest Nature Park. The buyer profile in Summerfield and Riverwalk included mostly first-time home buyers with some retirees and move-up buyers.
Adjacent to State Road 70 is an approximately nine- (9) acre retail/commercial site which contains, amongst other owners/tenants, M&I Bank, and approximately ten (10) retail tenants including Subway and Kids 'R' Kids Child Care Center that provides child care for infants through school age children in a structured educational environment.
Lakewood Ranch Community Development District 2: Edgewater Village/Country Club South
Development activities in Country Club South and Edgewater Village commenced in 1996 and sales of finished lots to builders started shortly thereafter. Country Club South together with Edgewater Village contain approximately 1,374 acres of residential and commercial property and are bounded on the south by University Parkway, on the east by Lorraine Road, on the north by Country Club North and on the west by Lakewood Ranch Boulevard. These two (2) villages include 1,033 single-family units and 728 condominium units nestled around Lake Uihlein and Main Street (hereinafter described). Since sales commenced, all of the single-family homesites and

substantially all of the condominium units have been sold to builders. The builders have in turn sold all of the single- family homes and 656 condominium units to retail buyers.
Edgewater Village includes neighborhoods with homes built around Lake Uihlein, a 160-acre lake, and is in close proximity to the Lakewood Ranch Town Center and the Athletic Club (discussed herein). Also located within Edgewater Village is The Wharf Park which includes places to fish, launch a boat or enjoy the sunsets and expansive views on the lake. Custom single-family homes in Edgewater Village were originally offered at prices ranging from the mid $100,000's to $400,000 and in size from 1,100 to over 3,000 square feet.
Country Club South includes neighborhoods built around the Arnold Palmer designed Legacy Golf Course, a daily fee course open to the public. Single-family homes range from full maintenance condos to detached villas with maintenance- free lawn service to grand scale estate residences. Home sizes range from 1,350 to over 4,000 square feet and in price from the mid $100,000's to $2 million +. Miles of sidewalks and trails offer easy access to the 10,000 square foot Legacy Clubhouse, the Athletic Club and all of Lakewood Ranch.

Located adjacent to the villages of Edgewater and Country Club South is the Athletic Club at Lakewood Ranch (the "Athletic Club") which opened its first phase tennis facility in the spring of 1998. Since then this facility has added more courts, a fitness center and aquatics club. Such facilities are part of the LWR G&CC (defined herein) and include the following:

Tennis Center
Twenty (20) Har-Tru Clay tennis courts with eighteen (18) lighted, including a stadium court, featuring an underground Hydro Grid watering system
Host to several Porfessional & Collegiate Tournaments, Group Clinics and more than 80 leagues.
12 newly installed pickleball courts, with leagues, lessons and clinics offered.
A full-service pro shop
Men's and women's locker rooms
Fitness Center
The 24-hour access Fitness Center has over sixty (60) pieces of the latest cardio equipment and state-of-the-art equipment. This facility is over 18,000 square feet and has four (4) full size fitness class studios. Other amenities include four fitness class studios, massage therapy, locker rooms and personal training.
Aquatic Center
Heated Jr. Olympic eight (8) lane pool
Heated resort style pool
Swim programs/teams & Aquatic Classes
Adjacent to the villages of Country Club South and Edgewater Village is Main Street (described in more detail herein), a downtown mixed-use development area featuring specialty shops, outdoor restaurants, cafes, and condominiums. SMR and former joint venture partner Casto Lifestyle Properties developed Main Street. SMR is now the sole owner and manager of the mixed-use development.

Lakewood Ranch Community Development District 4: Greenbrook and Greenbrook East (Greenbrook Village)

Development activities in Greenbrook Village commenced in 2000 and sales to builders followed shortly thereafter. Greenbrook Village encompasses approximately 748 acres of residential property that is bounded on the north by State Road 70, on the east and the south by the Braden River and on the west by Summerfield Village. This village includes 1,462 single-family residential lots, along with 226 condominiums. Also included within Greenbrook Village is a recreational complex called Adventure Park with fields for soccer and baseball/softball, an in-line skate/hockey rink, basketball courts, a tot lot and dog park. In addition to Adventure Park, which is owned by Lakewood Ranch Community Development District 4 with reciprocal agreements with the other community development districts in Lakewood Ranch to ensure this amenity is enjoyedby all residents of Lakewood Ranch, SMR donated fifteen (15) acres for a public county park located in the eastern portion of Greenbrook Village.

Greenbrook Village is a family-oriented community that has primarily attracted young families. Homes in Greenbrook Village were originally being offered at prices ranging from the mid $100,000's to $700,000 + and in size

from 1,250 to 3,500 square feet. All 1,462 single-family homesites and land for 226 condominium units have been sold to builders and the builders in turn have sold all of the homes and condominiums to retail buyers.

Lakewood Ranch Community Development District 5: Lakewood Ranch Golf and Country Club (Country Club North)
Development activities in Country Club North commenced in 2001 and sales to builders followed shortly thereafter. Country Club North consists of approximately 1,173 acres of residential property that is bounded on the north by the Braden River, on the east by Lorraine Road, on the west by existingdevelopment within Lakewood Ranch and on the south by The  Masters Avenue. Country Club North includes 942 single-family residential units and two
eighteen-hole private golf courses designed by the Palmer Course Design Co., along with a 42,000 square foot clubhouse.
Country Club North is an upscale country club community that has primarily attracted retirees and move-up buyers mostly consisting of professionals with families. Homes in Country Club North were originally being offered at prices ranging from the mid $200,000's to over $5 million and in size from 1,960 to 17,000 square feet. All 942 homes sites have been sold to builders who in turn have sold all 942 homes to retail buyers.
Located within the village of Country Club North is the Lakewood Ranch Golf and Country Club (LWR G&CC), a private membership club with over 2,000 active members that is owned and operated by Lakewood Ranch Golf Company, LLC, a wholly owned subsidiary of SMR. LWR G&CC includes:
Thirty-six (36) holes of golf designed by Palmer Course Design Co.
A practice range and a practice chipping and putting green
A 42,000 square foot grand Italian villa style clubhouse
A formal dining room, grill and lounge, banquet facilities and private dining rooms
Men's and ladies' lounges
Golf pro shop
Locker rooms
Cart storage and administrative facilities
An extension of LWR G&CC facilities and amenities located in Country Club East (described herein) featuring an additional eighteen (18) holes of golf designed by Robbins & Associates International (Rick Robbins) and a practice range with a chipping & putting green.
Also located within Country Club East, an additional 29,600 squarefootclubhousethat includes dining facilities, a golf pro shop and locker rooms.

In addition to the above referenced facilities, depending on the level of membership, LWR G&CC members have access to the Tennis Center, Aquatics Center and Fitness Center. A complete list of the types of membership currently being offered at LWR G&CC can be found on the Lakewood Ranch website at www.lakewoodranchgolf.com.
Lakewood Ranch Community Development District 6: Country Club West
In 2005, Neal Communities of Southwest Florida, Inc. purchased 369 acres of undeveloped land and developed the community within Lakewood Ranch known as Country Club West. The property is bounded on the west by Lakewood Ranch Boulevard, on the north by the Riverwalk subdivision and on the east and south by the Country Club North and South. Country Club West consists of 443 single-family residences and is an upscale country club community that has primarily attracted retirees and move-up buyers consisting of mostly professionals with families. Nine (9) holes of the LWR G&CC run through Country Club West and many of the homesites front either the golf course, lakes or preservation areas. Homes range in size from 1,450 square feet up to 4,500 square feet and range in price from the $250,000's to over $3 million. The development is complete and over 440 homes have been sold to retail buyers.
Residents of Country Club West have access to the extensive amenities currently available to residents of Lakewood Ranch, including: (i) the LWR G&CC amenities via membership, (ii) Lakewood Ranch homeowner associations and various activities, (iii) scenic drive and walkways, (iv) treed conservation and water areas, and (v) extensive landscaping.

Residents of Country Club West have access to the extensive amenities currently available to residents of Lakewood Ranch, including: (i) the LWR G&CC amenities via membership, (ii) Lakewood Ranch homeowner associations and various activities, (iii) scenic drive and walkways, (iv) treed conservation and water areas, and
(v) extensive landscaping.

Lakewood Ranch Stewardship District: The Lake Club
Development activitiesin the Lake Club commenced in 2005 andsales to builders followedshortly thereafter. The Lake Club comprises approximately 1,465 acres in Manatee County and is located within District, approximately four (4) miles east of Interstate 75. It is bounded on the south by University Parkway, on the east by The Isles at Lakewood Ranch (described in more detail below) and on the west by Lorraine Road and the sold-out village of Country Club North which contains the LWR G&CC and to the north by Country Club East, an extension of the existing Country Club village and the LWR G&CC.
The Lake Club is an upscale residential village within Lakewood Ranch that will be developed in four (4) phases and is planned to include approximately 708 single-family residential homesites ranging in size from one-third to one acre. The first two (2) phases of 328 single-family homesites are complete along with the 16,000 square foot clubhouse. Of the 328 single-family homesites, 327 have been sold to builders or directly to retail buyers. Approximately 279 homes have been sold to retail buyers ranging in price from slightly less than $1 million to over
$5 million. Phase 3 and 4 of Lake Club planned for approximately sixty-eight (68) and 312 units, respectively, was purchased by an affiliate of Stock Development. Development activities in Phase 3 are complete with homebuilding activity underway and thirty-nine (39) homes have been sold to retail buyers. Development activities in Phase 4 are also underway with model homes recently completed and ninety-three (93) homes sold to retail buyers.
The Lake Club's target customer is the affluent, upscale buyer as the community has attracted retirees and move-up buyers comprised mostly of professionals with families. The Lake Club is a unique, upscale master planned gated community with an exclusive "non-golf' lifestyle distinctive to the community by including amenities such as series of lakes, natural green spaces, open spaces, a linear park system and a 16,000 square foot clubhouse. The community clubhouse includes two (2) large swimming facilities, tennis courts, fitness area, day spa, card room, multipurpose function room, concierge services and a catering kitchen.
In addition, residents of the Lake Club have access to the extensive amenities currently available to residents of Lakewood Ranch, including: (i) the LWR G&CC amenities via membership, (ii) Lakewood Ranch homeowner associations and various activities, (iii) scenic drive and walkways, (iv) treed conservation and water areas, (v) and extensive landscaping.
In addition to the LWR G&CC, the Lake Club is also located near two (2) other high-end golf courses: The Ritz-Carlton and The Concession. The Ritz-Carlton is an eighteen (18) hole golf course designed by Tom Fazio that is located within Lakewood Ranch and north of the Lake Club and Country Club East developments. This golf course serves the downtown Sarasota Ritz Carlton and Ritz Carlton Beach Club owners and guests. The only residential component of this community will be golf cottages currently being planned for future development. The Concession is an eighteen (18) hole golf course immediately east of Lakewood Ranch designed by Jack Nicklaus. The Concession is planned to include 255 homes at prices ranging from slightly less than $1 million to over $5 million.
Lakewood Ranch Stewardship District: Country Club East
Country Club East ("CCE") comprises approximately 1,190 acres and is located within the District approximately four (4) miles east of Interstate 75. CCE is being developed by a joint venture consisting of an affiliate of SMR and Starwood Land Ventures and includes approximately 841 acres of land planned for 1,352 residential units and approximately 349 acres of land that includes a Rick Robbins designed eighteen (18) hole golf course, a practice range with a chipping & putting green as well as an additional 29,600 square foot clubhouse that includes dining facilities, a golf pro shop and locker rooms. CCE is bounded on the south by The Lake Club, on the North by the Ritz- Carlton golf course, on the east by the Del Webb community (described herein) and on the west by Lorraine Road and the sold-out village of Country Club North which contains the LWR G&CC. Due to the success of the LWR G&CC, CCE is an extension of the LWR G&CC and therefore all members enjoy all courses and amenities of both club locations. In addition, residents of CCE have access to many of the same extensive amenities currently available to residents of Lakewood Ranch, including: (i) Lakewood Ranch homeowner associations and various activities, (ii) scenic drive and walkways, (iii) treed conservation and water areas, (iv) and extensive landscaping. Further, CCE is also proximatelylocated to two (2) other high-end golf courses, the Ritz-Carlton and The Concession described herein above.

CCE is an upscale residential village within Lakewood Ranch. A variety of products are being offered in CCE, including single-family residential homesites ranging in size from one-sixth to over one-half acre as well as low-rise condominiums. CCE's target customer is the affluent, upscale buyer. The community is attracting professionals with families, move-up buyers and retirees. All 1,352 homesites have been sold to builders and 1,249 homes have been sold to retail buyers at prices ranging from the $300,000's to over $1 million.

Lakewood Ranch Stewardship District: Central Park
In 2009, Neal Communities of Southwest Florida, Inc. ("Neal Communities") started the development of the Central Park community within Lakewood Ranch on 372 acres of land. Central Park is bounded on the west by Lakewood Ranch Boulevard, on the north by 44th Avenue East, on the east by the future construction/extension of White Eagle Boulevard (f/k/a Pope Road) and the south by Malachite Drive. Generallyinspired by New York's Central Park, this development includes 826 single-family residential units situated in five (5) distinct communities, each with a distinctive Central Park — related theme (e.g., "Great Lawn", "Conservatory Garden", etc.) The community is designed to encourage foot traffic, employing meandering walkways, fountains and park areas. Central Park was primarily marketed to families but also attracted a broader demographic range of buyers. Homesite sizes are planned to range from forty-two (42) to seventy-six (76) feet in width. Homes in the Central Park range in size from 1,040 square feet up to over 3,000 square feet and were originally offered at prices ranging from $127,000 to $350,000. Features are a gated entry, pocket parks and the "Central Park" which includes such amenities as tennis courts, playgrounds, a splash park, a dog park, softball field and open area parks and pavilions. Development of all 826 single-family homesites is complete and all 826 units have been sold to retail buyers.

Lakewood Ranch Stewardship District: Esplanade Golf and Country Club (Lakewood Centre/NW Sector)
In August 2011 and December 2012, Taylor Morrison purchased approximately 600 acres of undeveloped land and started construction and home sales of their Esplanade community located at the northeast corner of Rangeland Parkway and White Eagle Boulevard (f/k/a Pope Road). Esplanade was initially planned as a 450-unit age targeted community that was subsequently expanded and is currently being marketed as 1,250-unit active lifestyle community. Residents of Esplanade have full use of the community's eighteen (18) hole golf course and pro shop. Additional amenities include a clubhouse with fitness and aerobics center, grand ballroom, card and craft room, catering kitchen, billiard room and library. In addition, Esplanade includes a heated lagoon-style pool and spa, resistance pool, outdoor barbeque space, fire pit, tennis, pickle ball and bocce courts. Homes are currently being offered from 1,686 to over 3,000 square feet, with base prices ranging from $234,900 to $384,900. Through June 30, 2020, 1,202 homes have been sold to retail buyers. Both the homes and the amenities are designed to appeal to the senior, empty nester and seasonal resident. The entire community is planned to be maintenance free via the homeowner's association.
Lakewood Ranch Stewardship District: Bridgewater Community (Lakewood Centre/NW Sector)
In November 2012, Lennar Homes purchased approximately 172 acres of undeveloped land and started construction and home sales of their Bridgewater community located at the southeast corner of Rangeland Parkway and White Eagle Boulevard (f/k/a Pope Road). Bridgewater is a 275 single family home family community that includes a park and trail system. Homes were originally being offered from 1,677 to over 3,800 square feet, with base prices ranging from the low $300,000's to mid $400,000's. All 275 homes have been sold to retail buyers.
Lakewood Ranch Stewardship District: Harmony (Lakewood Centre/NW Sector)
In December 2013, Mattamy Homes purchased approximately 245 acres of undeveloped land located east of Lakewood Ranch Boulevard, south of Malachite Blvd and north of Rangeland Parkway. Mattamy is developing a communityknown as "Harmony" that is planned to include 677 homes consistingof 142 single-family homes and 535 townhomes and duplex homes. Single family homes are currently being offered from 1,626 to over 2,700 square feet, with base prices ranging from the mid $200,000's to the low $300,000's. The townhomes and duplex homes are currently being offered at base prices ranging from the high $100,000's to the mid $200,000's. Combined, approximately 677 homesites and townhomes have been developed, 511 of which have been sold and are occupied by retail buyers with another twelve (12) under contract with retail buyers.
Lakewood Ranch Stewardship District: Indigo (Lakewood Centre North)
In August 2014, an entity affiliated with Neal Communities purchased approximately 111 acres of undeveloped land located on the northwest corner of 44th avenue and White Eagle Boulevard (f/k/a Pope Road). Additional lands were later purchased by the same entity and the District subsequently expanded its boundaries to

include approximately eight-seven (87) acres. A community known as "Indigo" is being developed that is planned to include 681 single family homes which are currently being offered from 1,400 to over 2,980 square feet, with base prices starting in the mid $200,000's. Out of the 681 single family homes, 359 are sold and occupied by retail buyers and another forty-six (46) are under contract with retail buyers.

Lakewood Ranch Stewardship District: Mallory Park (Lakewood Centre North)
In September 2015, DiVosta Homes purchased approximately 150 acres of undeveloped land located to the west of White Eagle Boulevard (f/k/a Pope Road) and south of State Road 64. DiVosta is developing a residential community call "Mallory Park" on the site, consisting of 328 single family units and 108 multi-family units. Surrounded by thirty-six (36) acres of wetlands and lakes, walking trails throughout the community take you to the private clubhouse and other amenities. Home prices range from the high $200,000's to the mid $400,000's. Approximately 436 homesites have been developed with 259 homes sold and occupied by retail buyers and an additional seventy (70) homes are under contract with retail buyers.
Lakewood Ranch Stewardship District: Arbor Grande (Lakewood Centre North)
In December 2014, CalAtlantic Homes purchased approximately 100 acres of undeveloped land located on to the west of White Eagle Boulevard (f/k/a Pope Road) and south of State Road 64. CalAtlantic is developing a community known as "Arbor Grande" on the site, consisting of 183 single family units and 122 multi-family units. Home prices range from the mid $400,000's to the mid $600,000's. Approximately 305 homesites have beendeveloped with 216 homes sold and closed to retail buyers and an additional thirty-nine (39) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: Savannah (Lakewood Centre North)
In December 2014, Meritage Homes of Florida, Inc. purchased approximately 304 acres of undevelopedland located to the west of Lorraine Road and south of State Road 64. Meritage Homes is developing a community known as "Savannah" on the site, consisting of 475 single-family homes with prices ranging from the mid $300,000's to the high $400,000's. Approximately 475 homesites have been developed with 258 homes sold and closed to retail buyers and an additional seventeen (17) homes are under contract with retail buyers.
Lakewood Ranch Stewardship District: Del Webb Lakewood Ranch
In December 2014, Pulte Home Company purchased approximately 643 acres to be developedas a Del Webb branded 55+ community planned to include 1,300 residential units, a clubhouse and associated recreational facilities. Development activities commenced in January 2015 and 1,300 homesites have been developed. Further, construction of the recreational facilities includingan approximately 21,000 square footclubhouseis complete. Sales activitywithin the Del Webb Lakewood Ranch commenced in January 2016. To date, there have been 736 homes sold and closed to retail buyers and an additional eighty-seven (87) homes are under contract with retail buyers. Home prices range from $240,000 to $450,000.

Lakewood Ranch Stewardship District: Lakewood National/Polo Run
In December 2015, Lennar Homes, LLC ("Lennar") purchased approximately 1,390 acres of undeveloped land located on the north sideof State Road 70 and east of Lorraine Road. Lennar is developingtwo (2) neighborhoods known as Lakewood National and Polo Run. Lakewood National is a bundled-golf community planned to include 1,576 residential units, two (2) eighteen (18) hole golf courses and associated recreational facilities. Polo Run is planned to include 423 residential units and associated recreational facilities. Development activities commenced in December 2015 with the first eighteen (18) holes of the golf course and 1,000 homesites in Lakewood National complete. Development of the initial 212 homesites in Polo Run is also complete. Homes sales commenced from an off-site sales center in May 2016. Home prices range from $175,000 to $500,000. To date, within Lakewood National there have been 817 homes sold and closed to retail buyers and an additional 153 homes are under contract with retail buyers. To date, within Polo Run there have been 238 homes soldand closed to retail buyers and an additional twenty- eight (28) homes are under contract with retail buyers.
Lakewood Ranch Stewardship District Palisades: (Lakewood Centre/NW Sector)
In December 2017, a land banking entity on behalf of D.R. Horton closed on undeveloped acreage located north of State Road 70, and east of Lorraine Road planned for 150-residential units. Model homes are currently open and home sales commenced in the fourth quarter of 2018. To date, within Palisades, fifty (50) homes have been sold and closed to retail buyers and an additional sixteen (16) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: The Isles of Lakewood Ranch
December 2017, Toll Brothers acquired approximately 339 acres of undeveloped land bound on the east by the future Bourneside Boulevard and on the south by the existing University Parkway serving as the primary access road to this development. The development is planned to include 450 single-family homes and is being marketed as "The Isles at Lakewood Ranch". Model homes are currently open and home sales commenced in the fourth quarter of 2018. To date, forty-seven (47) homes have been sold and closed to retail buyers and an additional thirty-three
(33) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: Lakewood Ranch Waterside
Development activities commenced in the first quarter of 2018 on an approximately 3,518-acre development area in the southwestern portion of the District representing the first residential development in the Sarasota County portion of Lakewood Ranch. The lands within this area are known as "Waterside" and are intended to be developed into twelve (12) neighborhoods planned for approximately 5,144 residential units of varyingproduct type. In addition, approximately 390,000 square feet of mixed-use space and 60,000 square feet of public/civic space is planned to be developed in two (2) village centers. Land sales commenced in the fourth quarter of 2016. To date, the following development activity has taken place within Waterside.
In December 2016, Homes by Towne purchased 291 acres of undeveloped land within the Waterside project. Homes by Towne is developing a residential community on the site called "Lakehouse Cove" to include sixty (60) multi-family and 331 single-family units. Development activity commenced in early 2018 and to date, 128 homes have been sold and closed to retail buyers and an additional fifty-seven (57) homes are under contract with retail buyers.
In December 2016, Pulte Homes purchased 322 acres of undeveloped land within the Waterside project. Pulte is developing a residential community on the site called "Shoreview" to include 246 single-family units. Development activity commenced in early 2018 and to date 110 homes have been sold and closed to retail buyers and an additional twenty-five (25) homes are under contract with retail buyers.
In December 2016, Davis Development purchased twenty-five (25) acres of undeveloped land within the Waterside project, located on the western side of the development along Interstate-75. Davis Development has completed and opened a 290-unit apartment complex on the site.
In February 2018, Ryan Company purchased approximately five (5) acres of undeveloped land within the Waterside project on the South East corner of Lorraine Road and University Parkway. Ryan Company has completed development of a 172-unit assisted living facility on the site called Grand Living at LWR.
In December 2018, Davis Development purchased approximately fourteen (14) acres of undeveloped land within the Waterside project, specifically located within the Waterside Place development off of Deer Drive. This purchase is phase one of their Waterside Place projects and will include 320 apartment units. Davis Development is under contract to purchase three (3) additional phases over a three to four-year period, with these additional phases to include an additional 534 apartments and twenty-one (21) townhomes.
Waterside Place is an approximately 36-acre entertainment hub situated on an approximately 280-acre lake which is planned to include waterfront dining, plazas, a marina, retail and office space, children’s exploration park, event pavilion and the Players Centre for Performing Arts theatre complex and 1,400 apartments. Development activities on Waterside Place commenced in October 2018 and are projected to be complete in April 2021.

Lakewood Ranch Stewardship District: Northeast Sector
The northeast quadrant of Lakewood Ranch consists of approximately 3,853 gross acres and is planned to be developed into multiple residential and commercial tracts. Five (5) tracts within the northeast quadrant have been sold to an affiliate of The Kolter Group, Taylor Morrison Homes, Lennar Homes, Pulte Home Company and a land bank entity on behalf of D.R. Horton.
The Kolter community is planned to include 648 residential units and is being marketed as a highly amenitized aged-restricted residential community known as "Cresswind Lakewood Ranch". Horizontal development activity within Cresswind Lakewood Ranch commenced in October 2018 and to date ten (10) homes have been sold and closed to retail buyers and an additional thirty-two (32) homes are under contract with retail buyers

The Taylor Morrison communityis plannedfor 1,825 single family homesand is beingmarketedas “Azario”. This neighborhood is an extension of their Esplanade development located within Lakewood Ranch just to the west and includes eighteen (18) holes of golf. Initial development activity commenced in January 2019 and to date no homes have been closed to retail buyers, however forty-eight (48) homes are under contract with retail buyers and under construction.
The Lennar community is planned for up to 1,500 single family homes and will be known as “Lorraine Lakes”. The approximately 550 acres for this community was purchased by Lennar in the second quarter of 2019 with development activities commencing immediately thereafter. Home sales have not yet commenced.
The D.R. Horton community planned for 675 single-family residential units is being marketed as "Solera at Lakewood Ranch". Horizontal development activities in Solera at Lakewood Ranch commenced in December 2018 and the first retail contract with a homebuyer was signed in the second quarter of 2020.
The Pulte community is planned for 472 units and will be known as “Sapphire Lakes”. Pulte purchased the approximately 181 acres for this community in the fourth quarter of 2019 with development activities commencing immediately thereafter. Home sales have not yet commenced.
An additional two (2) tracts of land within the northeast quadrant are under contract with Forestar Real Estate Group and M&I Homes. These two (2) developments are planned for 1,500 units and 500 units respectively, both of with are anticipated to close in early 2021.

Sarasota Polo Club
Located in the southeastern portion of Lakewood Ranch is the Sarasota Polo Club. Facilities include nine (9) world-class polo fields, a regulation size arena, paddocks, stables and clubhouse. Five (5) to ten (10) acre parcels were sold directly to retail buyers for custom home and horse stable construction. More information on the Sarasota Polo Club and the events held there can be found by visiting www.sarasotapolo.com.
Main Street
Main Street is a mixed-use development offering shopping, dining and luxury housing and is currently home to 113,000 square feet of boutique-style shops, upscale restaurants, residential condominiums and 44,700 square feet of distinctive, class-A office space. Situated along Lake Uihlein, Main Street is reminiscent of Princeton's Palmer Square or Tampa's Hyde Park Village. Currently, occupancy is running approximately 99%.
Main Street includes a wide variety of retail stores such as Vanessa Fine Jewelry, Naples Soap Company and more. The Ana Molinari Day Spa offerscomplete salon andspa services, alongwith a clothingline. Respectednational retail chains such as Starbucks add a familiar feel to the mix.
Dining choices at Main Street vary from very elegant to casual and include the recently opened "Grove", an elegant restaurant with banquet facilities that will be operated by the owner of the long-time favorite Pier 22 on the Bradenton Waterfront. Other dining options at Main Street include Paris Bistro, Main Street Trattoria featuring Italian cuisine and El Lago Ranchero featuring Mexican cuisine. Main Street offers casual dining options including Pinchers Crab Shack, Fast N Fresh, Station 400 (family-oriented breakfast and lunch eatery), Ed's Tavern (a family friendly sports restaurant), and the dessert shop Big Olaf Ice Creamery. Other tenants include The Fish Hole, an eighteen (18) hole miniature golf course; Premier Sotheby's International Realty and Knot Awl Beads.
The Lakewood Ranch Cinema, an extension of the Sarasota Film Society, is a six (6) screen movie theater at Main Street offering first run Hollywood, foreign language and American independent films. The cinema offers state of-the-art film projection with Dolby-digital sound and stadium seating.
Main Street also features a multi-million-dollar condominium complex with sixty-four (64) upscale units. Residents can choose among the existing Lofts on Main, with its downtown Main Street location or two (2) offerings of lakefront units (one existing and one planned) that will overlook Lake Uihlein.
Town Center
Town Center is a 470-acre commercial development that is bounded on the southby the Manateeand Sarasota County line, on the east by Lakewood Ranch Boulevard, on the north by the River Club development and on the west by Interstate 75. It is estimated that more than 2,500 people are currently employed in Town Center which currently

includes a mix of multi-family residential, office, commercial, retail and institutional uses. Such uses include approximately 500,000 square feet of occupied commercial and retail space including a Publix grocery store anchored shopping center, service stations, banks, drug stores, restaurants and hotels; 525 apartments; approximately 925,000 square feet of office space with in excess of 92% occupancy; and medical and institutional uses including a 120-bed hospital, an eighty (80) unit assisted living facility and medical offices. A Marriot Fairfield Inn & Suites and a Hyatt Place are within the Town Center next to the Interstate-75 entrance.

Corporate Park
Located in the southwestern portion of Lakewood Ranch is the Lakewood Ranch Corporate Park which is situated in the Lakewood Ranch Corporate Park DRI encompassing approximately 1,375 acres that are situated east of Interstate 75, south of University Parkway, west of the Sarasota Polo and north of vacant land. It is estimated that more than 4,000 people are employed in the Corporate Park which includes a mix of office, commercial, retail, medical, religious and educational uses. Approximately 232 acres have been sold on which have been developed 1,450,000 square feet of office space including a community college, medical offices, a church and private school. Currently, occupancy within Corporate Park is running over 90%.
Commerce Park
Located just south of the northern boundary of Lakewood Ranch is the Lakewood Ranch Commerce Park, which encompasses approximately 900 acres that are situated just south of State Road 64 on the east and west side of Lakewood Ranch Boulevard. Commerce Park includes the Lakewood Ranch Business Park and acreage zoned as light industrial. Within Commerce Park, approximately 150 acres have been sold which comprises 532,500 square feet of space with approximately 95% occupancy, and includes a grocery store anchored shopping center, local retail space, banks, service station and restaurants, as well as office and light industrial space. Site improvements are in place for an additional 225,000 square feet. Also, the Lakewood Ranch Business Park, located in the southwest corner of Commerce Park, has site improvements in place for an additional 940,000 square feet.
Based upon information obtained by SMR from the Economic Development Council, Lakewood Ranch as a whole is currently exhibitinga rate of occupancy 10% greater than that of the Sarasota/Manatee County area as whole. Such fact is primarily attributed to SMR's deliberate limitation of speculative sales in the various mixed-use areas locatedthroughout Lakewood Ranch. A complete businessdirectory forthe Lakewood Ranch Town Center, Corporate Park and Commerce Park can be found on the Lakewood Ranch website by visiting www.lakewoodranch.com.
Educational and Religious Institutions
Lakewood Ranch offers, or is in close proximity to, educational facilities and religious institutions that include the following:
Pre School and Day Care
	Located within Lakewood Ranch is Kids 'R' Kids Child Care Center ("KRK"), Primrose School, The Goddard School, The Learning Experience day care and Kiddie Academy which offers childcare for infants through school age childrenin a structurededucational environment. KRK offers full day care, before and after school care and school holiday care including summer camp.

Elementary and Middle Schools

Located within Lakewood Ranch (adjacent to Summerfield/Riverwalk) are the Braden River Elementary School and Braden River Middle School, among the highest academically rated elementary and middle schools, respectively, in the Manatee and Sarasota two (2) county area. Located in Greenbrook East is McNeal Elementary School which opened in August 2003, and
R. Dan Nolan Middle School which opened in 2004. Adjacent to Country Club East and The Lake Club is Willis Elementary School, which opened in late 2005. East of Lakewood Ranch Boulevard, between State Road 70 and State Road 64, is B. D. Gullett Elementary School which openedin 2007. Imagine School, a charter schoolwith bothelementaryand middle school grade levels, opened in 2009 south of State Road 64 andwest of Lakewood Ranch Boulevard. Further, a future middle school is planned next to B. D. Gullett Elementary School.

High School

Located within Lakewood Ranch on Lakewood Ranch Boulevard between State Road 70 and State Road 64 is the Lakewood Ranch High School ("LRHS"), a state-of-the-art facility that opened in 1998. LRHS is Manatee County's first school designed and built specifically as a high school. Situated on 104 acres donated by SMR, the school's next-door neighbor is a regional county park. In addition, Manatee County purchased 150 acres from SMR in 2007 for a second Lakewood Ranch High School complex to be located north of State Road 64 and adjacent to the eastern boundary of Lakewood Ranch. Pursuant to a land exchange contract, that high school site will be relocated south to a site next to the Premier Sports Campus.

Private/Preparatory Schools
The Out of Door Academy, a prestigious private school since 1924, opened its high school at Lakewood Ranch in 1997 and now also includes middle school classes. The academy provides a college preparatory curriculum, with a full range of academic courses, including honors and advanced placement classes. Pinnacle Academy which serves the educational needs of autistic children, is located near the southeast corner of State Road 70 and Lorraine Road.

Undergraduate/Graduate/Continuing Education

Keiser University and Everglades University as well as a satellite campus for State College of Florida are located in Lakewood Ranch. The Lake Erie School of Osteopathic Medicine is also located in Lakewood Ranch and has expanded their campus to include dental and pharmacy schools. Located close by are other campuses for State College of Florida which are also expanding, University of South Florida/New College and other campuses in Tampa and St. Petersburg.

Religious Institutions

Currently located within Lakewood Ranch are several places of worship including churches of the Lutheran, Episcopal, Catholic, Methodist, Jewish, Presbyterian and Baptist denominations.

Medical Facilities

Lakewood Ranch offers a myriad of medical facilities that include the following:

120-bed for-profit Lakewood Ranch hospital with emergency room with two adjacent medical office buildings with combined medical office space of more than 200,000 square feet.
Extensive and multiple dental, general practice, pediatrician and specialist medical facilities.

Premier Sports Campus
The Premier Sports Campus ("PSC"), a Manatee County- owned and operatedmulti-purpose sports complex, is situated on approximately 145 acres located off State Road 70 East of Lorraine Road. Since opening in 2011, the PSC has hosted over 500,000 players, coaches and officials, hosting a variety of amateur, professional and world — class events including soccer, lacrosse, field hockey, rugby, archery, senior games, Ultimate Frisbee, Special Olympics, flag football, youth football and Frisbee golf. Features and events include:

A $5 million complex with twenty-two (22) FIFA regulation full-sized soccer fields, mixed use fields, including eight (8) fully lighted for night play, a 4,000-seat stadium around the main field with scoreboard, concession stand, bathrooms, locker rooms and meeting rooms.
Features Celebration grass and a state-of-the-art underground irrigation system.
A three (3) year agreement with the United States Soccer Federation, hosting the US Soccer Winter Showcase and Nike International Friendlies. This is the Country's most prestigious Youth Soccer Event, attracting 25,000 people with an approximate economic impact of $11 million.
Host the annual Labor Day Soccer Tournament with over 300 teams and an approximate economic impact of $15 million.

Host the largest annual Preseason High School Lacrosse in America, with 250 teams.
Various professional camps in both soccer and Lacrosse.
Averagingtwenty-five(25) events annually withseven (7) or more attractingover 7,000 people.
Average 1,000 parents and players each night in a variety of league play.
Five (5) full time tenants in soccer, football, and lacrosse.
The Lakewood Ranch Chargers club league (soccer) and Lakewood Ranch Monster Lacrosse.

THE DEVELOPMENT
The following information herein appearing under the captions "THE DEVELOPMENT" and "THE DEVELOPER" have been furnished by the Developer for inclusion in this Limited Offering Memorandum as a means for the prospective Bondholders to understand the anticipated development plan and risks associated with the Development and the provision of infrastructure to the real property within the District. Although believed to be reliable, such information has not been independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel, and no person other than the Developer, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness of such information. At the time of the issuance of the 2020 Bonds, the Developer will represent in writing that the information herein under the captions "THE DEVELOPER," "THE DEVELOPMENT," and "LITIGATION" (as it pertains to the Developer) doesnot contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading.

The Developer's obligation to pay the Series 2020 Assessments is limited solely to its obligation as a landowner, just as any other landowner within the District. The Developer is not a guarantor of payment on any property withinthe District andthe recoursefor the Developer'sfailure to payor otherwise comply with its obligations to the District is limited to its ownership interest in the land subject to the Series 2020 Assessments.

General
Azario Lakewood Ranch (the “Development”) currently encompasses approximately 992 acres located in the
northeast quadrant of Lakewood Ranch just south of State Road 64 and on the east side of Lorraine Road. The Development runs concurrent with the District’s northern most boundary and is bound on the east by Uihlein Road, on the west by Lorraine Road, and on the south by the future extension of 44th Avenue East. There are two (2) main entrances planned for the Development at 44th Avenue East and Uihlein Road, with a secondary access point located at Uihlein Road, a quarter of a mile (0.25) north of the 44th Avenue East and Uihlein Road intersection.
The landowner and developer of the Development is Taylor Morrison of Florida, Inc., (the “Developer”), as more fully described under the heading “THE DEVELOPER”. At build-out, the Development is currently planned to include 1,825 residences in two (2) distinct amenitized single-family residential communities known as the Park East at Azario Neighborhood and the Azario Esplanade Neighborhood (see discussion of proposed forty-eight (48) unit expansion herein). The Park East at Azario Neighborhood planned for 307 single-family units is situated at the southeast corner of the Development at the intersection of the future extension of 44th Avenue East and Uihlein Road and will be marketed primarily to families. The Azario Esplanade Neighborhood planned for 1,518 residential units is intended to serve as a replacement community to the existing Taylor Morrison community, Esplanade Golf and Country Club at Lakewood Ranch (the “Esplanade Golf and Country Club”) consisting of 1,250 detached villas, garden condos and single-family homes located at the northeast corner of Rangeland Parkway and White Eagle Boulevard (f/k/a Pope Road). As of June 30, 2020, 1,202 of the planned 1,250 residential units in Esplanade Golf and Country Club have been sold to end-users. The Azario Esplanade Neighborhood will be marketed to active adults and retirees consistent with the various other Esplanade-branded communities the Developer has or is actively developing throughout southwest Florida.

The Developer is currently in negotiations with SMR Northeast (as defined below) to purchase a parcel of land located within the District’s boundaries just outside of the northeast corner of the Development (the “Expansion Parcel”). Pending consummation of the purchase of the Expansion Parcel, the Development’s eastern boundary will be extended to Uihlein Road to include approximately nineteen (19) acres planned for forty-eight (48) additional residential units within the Azario Esplanade Neighborhood. Upon the successful expansion of the Development’s boundaries, the Development will consist of 1,011 acres planned for 1,825 single family units situated across two (2) neighborhoodswith 307 single-familyunits plannedfor within the Park East at Azario Neighborhood and 1,518 single- family units planned for within the Azario Esplanade Neighborhood. Consummation of the purchase of the Expansion

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Parcel is contingent on the rezoning amendment approval as further discussed herein under the heading “THE DEVELOPMENT – Zoning and Permitting.”
The Development is planned to feature multiple resort-style amenity campuses and an eighteen-hole golf course. The Development is intended to be developed in seven (7) phases with the first two (2) phases of the Development planned for 464 single-family units, all located within the Esplanade Azario Neighborhood. Initial development activities in these phases commenced in the first quarter of 2019 with infrastructure in Phase 1 planned for eighty-seven (87) residential units complete and infrastructure in Phase 2 planned for 377 residential units nearing completion. In addition, the eighteen-hole golf course running throughout the Esplanade at Azario Neighborhood is complete. Home sales in Phases 1 and 2 of the Development are currently underway.
As discussed in more detail herein under the heading “THE DEVELOPMENT – Assessment Area”, the Series 2020 Assessmentslevied in connectionwith the 2020 Bonds are intendedto be levied on all 1,518 units planned within the Azario Esplanade Neighborhood including the forty-eight (48) units planned within the Expansion Parcel.
Land Acquisition/ Development Financing
On December 21, 2018, the Developer acquired approximately 992 acres currently constituting the Development from SMR Northeast, LLC, a Florida limited liability company (“SMR Northeast”) and a wholly owned subsidiary of SMR for a fixed purchase price of $39,299,208. An additional purchase price will be paid to SMR Northeast equal to 10.5% of the sales price of a completed home less a credit calculated using the purchase price less the aggregate of all applied credits divided by unsold homes.
The sale of the lands consisting of the 992 acres currently comprising the Development was in part consummated with $19.3 million in cash with the remaining balance delivered via a purchase money promissory note (the "Promissory Note"). The Promissory Note provides for $20,000,000 plus accrued interest to SMR Northeast and is secured by a Mortgage and Security Agreement collateralized by a portion of the lands in the Development containing half of the planned lots. The unpaid principal balance shall accrue interest at 2.76% and has a term of three
years from the execution of the Promissory Note. If the District's construction of the extension of 44th Avenue East has not been completed within the one (1) year allotted in the purchase and sale agreement, the Developer can extend the date of maturity of the Promissory Note by one (1) day for each day the road construction is not complete beyond its completion deadline. Construction of the 44th Avenue East extension from Lorraine Road to Bourneside Boulevard commenced in June 2018 and was completed in [August 2020].
The Promissory Note is secured by a mortgage and security agreement on a portion of the lands constituting the Development which provides for a collateral assignment including but not limited to all plans, permits, development rights, zoning approvals and concurrency rights. As additional security to the mortgage securing the Promissory Note, the Developer has also entered into a collateral assignment of declarant’s rights. Upon issuance of the 2020 Bonds, SMR Northeast will enter into an agreement acknowledging the superiority of the lien of the Series 2020 Assessments to its mortgage and licensing to the District the right to utilize the rights granted in the mortgage and security agreement and the collateral assignment of declarant rights (see "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS – Agreement for Assignment of Development Rights") to complete development of the Development in the event of a failure by the Developer to pay the Series 2020 Assessments provided such use is not in a manner inconsistent with the continued rights of SMR Northeast.
The District currently does not intend to issue any additional series of Bonds to fund additional portions of the Azario CIP. As such, the Developer anticipates using equity to fund the remaining portions of the Azario CIP not funded with proceeds of the 2020 Bonds as well as the other development costs not included within the Azario CIP (the “Developer-Funded Improvements”). Such Developer-Funded Improvements include, without limitation, private roads, security features, landscaping, recreational amenities, the golf-course and associated professional fees and are estimated to cost $83.0 million. As discussed further herein, development activities commenced in the first quarter of 2020. As of June 30, 2020, the Developer estimates it has expended approximately $19.3 million to acquire the lands constituting the Development and $53.0 million in development-related expenditures to-date, including $22.0 million towards the Azario CIP and $31.0 million towards the Developer-Funded Improvements.

Northeast Sector – Development Agreement
The area of Lakewood Ranch in which the Development is located is referred to as the “Northeast Sector” which consists of approximately 3,853 gross acres and is planned to be developed into multiple residential and commercial tracts. Currently, there are five (5) residential communities under development within the Northeast

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Sector inclusive of the Development. The Northeast Sector is located entirely within the County and the boundaries of the District and is bound on the north by State Road 64, on the south by State Road 70, on the west by Lorraine Road and on the east by the future Bourneside Boulevard. The four (4) major roadways serving the Northeast Sector include State Road 70, State Road 64, Lorraine Road and Bourneside Boulevard. Additional access ways include Uihlein Road, Rangeland Parkway, 44th Avenue East and Post Road. The lands within the Northeast Sector are currently planned to include approximately 8,176 residential units, eighty-five (85) acres planned for approximately 627,000 square feet of commercial space, parks and 120 acres planned for a public K-8 school and high school.
In order to facilitate the sale of the parcels within the Northeast Sector to developers (including the Development), SMR Northeast as the landowner of thelands in the Northeast Sector entered into a Local Development Agreement (the "Development Agreement") with the County on March 6, 2018 that governs and provides for traffic concurrency for the entire Northeast Sector. The Northeast Sector has a Manatee County Comprehensive Plan designation of MU-C which allows for it to be developed with a variety of land uses and densities. However, each parcel must undergo approval through the County’s normal zoning and site plan process.
Per the Development Agreement, SMR Northeast is required to complete certain transportation improvements prior to or in conjunction with the development of the Northeast Sector to meet County concurrency requirements. The Development Agreement does allow for a proportionate share contribution to be made by SMR Northeast in lieu of such transportation improvements. However, construction and dedication activities are underway for the following roadways identified as thoroughfares and the right of way of each to the County (the "Mitigation Improvements") to mitigate the transportation impacts of the proposed development within the Northeast Sector:
Construct Uihlein Road from its current northern terminus at the north end of the Lakewood National development to State Road 64 as a four-lane divided roadway within a 120-foot right of way.
Construct 44th Avenue East Extension from Lorraine Road to Bourneside Boulevard as a four-lane divided roadway within a 120-foot right of way.
Dedicate 120 feet of right of way for Bourneside Boulevard from the northern entranceof Lakewood National to State Road 64 to accommodate build-out as a four-lane divided roadway within a 120-foot right of way. The construction of Bourneside Boulevard as a two-lane road shall not be considered a Mitigation Improvement because it serves as site-related access for the Northeast Sector.
Additional roadway improvements (the "Initiated Improvements" and together with the "Mitigation Improvements", the "Northeast Sector Improvements") required under the Development Agreement to be initiated by the SMR Northeast to enhance the development value of the Northeast Sector rather than mitigate against transportation impacts are identified below.
Rangeland Parkway from Lorraine Road to Bourneside Boulevard as a four-lane divided roadway within a 120-foot right of way.
Bourneside Boulevard as a two-lane roadway within the right of way.
Post Road, as a four-lane facility with a 120-foot right of way, from its current terminus at 59th Avenue East to Rangeland Parkway.
Construction of the aforementioned Northeast Sector Improvements have a required completion date of three
(3) years from receiving County approval for zoning of the first development tract, subject to extensions. The first development tract in Northeast Sector obtained rezoning approval from the County on April 5, 2018 thus the required completion date is April 2021. Failure to meet the completion date will result in a suspension of the certificate level of service ("CLOS") for all development tracts until completion of such improvements.
A CLOS for transportation, recreational/open space, solid waste, and storm water is provided upon approval of final site plan for each development tract or a portion thereof and has an expiration date on the earlier of (i) December 31, 2032 or (ii) ten (10) years from the date of issuance of the CLOS for each respective development tract.
The District is undertaking the construction of the Northeast Sector Improvements described herein. All of the Northeast Sector Improvements are under active development. The District has previously issued its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector – Phase 1A Project), its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector – Phase 1B Project) and its Special Assessment Revenue Bonds, Series 2019 (Northeast Sector – Phase 2A Project) to fund a portion of the construction of Northeast Sector Improvements. The
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District further anticipates issuing additional series of Bonds to construct the remainder of the Northeast Sector Improvements which will be secured by special assessments on certain acreage within the Northeast Sector exclusive of the acreage constituting the Development other than the Expansion Parcel which is not yet subject to special assessments levied in connection with bonds issued for the Northeast Sector Improvements.
Zoning and Permitting
On October 4, 2018, the Development received rezoning and preliminary site plan approval from the County thereby allowing for the development of up to 1,750 single-family residential units. However, the Developer has submitted for a modification to the zoning ordinance to include the Expansion Parcel and allow for at a minimum the 1,825 single-family residential units planned within the Development’s expanded boundaries. The zoning ordinance, as currently approved, sets forth certain stipulations pertainingto design and land use, storm water, environmental and utilities. Below is a description of certain of those stipulations.
Design and Land Use –

All applicable state and federal permits must be obtained prior to commencing development.

Recreational centers/amenities require a Final Site Plan (“FSP”) review and approval.

Utilities – mandatory connection to the County potable water system and wastewater system. The cost of connection, including the design, permitting and construction of off-site extensions of lines is the responsibility of the Developer.

Environmental –

Provide an updated study for threatened and endangered plant or animal species prior to FSP approval.

Prior to FSP review and approval, if wells are encountered, provide proper protection and abandonment of existing wells by submitting a plan to the County.

The Development shall not impact the 40.59 acres of wetlands.
As previously discussed above, a CLOS for the entire Northeast Sector has been obtained and will expire on the earlier of (i) December 31, 2032 or (ii) ten (10) years from the date of issuance of the CLOS for the Development. The CLOS provides for concurrency for transportation, recreational/open space, solid water, and stormwater. The CLOS for potable water and sanitary water shall be obtained at each final site plan approval.
As described in further detail in Engineer’s Report, the Developer has obtained certain permits for the entire Development from the Southwest Florida Water Management District ("SWFWMD") and U.S. Army Corps of Engineers ("USACE") for storm water management and wetland mitigation. Further, the Developer has obtained all necessary permits and approvals for the infrastructure to serve Phase 1 and Phase 2 of the Development planned for
[464] residential units included withinthe Azario Esplanade Neighborhood including, without limitation, construction plan (“CP”), and final site plan (“FSP”) approval from the County. Phase 3 which in part includes [187] residential units planned within Azario Esplanade Neighborhood is currently being engineered with development activities on such phase anticipated to commence in the [first quarter of 2021]. The remaining four (4) phases of the Development will be permitted as development and home sale activities warrant the same.
Upon issuance of the 2020 Bonds, the District Project Engineer will certify that any permits and approvals necessary for the infrastructure specific to the Development that have not previously been obtained are expected to be obtained in the ordinary course of business.
Environmental
In conjunction with its the purchase of the current lands within the Development consisting of 992 acres, the Developer commissioned a Phase I Environmental Site Assessment (the “Phase I ESA”) from E Co Consultants, Inc. The Phase I ESA revealed no evidence of environmentally recognized conditions.

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Product Type/Phasing
As previously discussed herein, the lands within the Development are intended to be developed into two (2) single-family residential communities referred to as Park East at Azario Neighborhood and Azario Esplanade Neighborhood. The Development is plannedto be developed in seven(7) phases forthe development of approximately 1,825 residential units upon consummation of the purchase of the Expansion Parcel. The Azario Esplanade Neighborhood will include bundled golf and non-golf homesites with the bundled golf residences having full memberships to the eighteen-hole golf course and the non-golf residences having social memberships that provide for access to all amenities outside of the golf course.

The information in the table below depicts the number of units by phase, neighborhood and product type for the lands within the Development, which information is subject to change. As previously noted, the Series 2020 Assessments levied in connection with the 2020 Bonds are only intended to be levied on all 1,518 units planned within the Azario Esplanade Neighborhood including the forty-eight (48) units planned within the Expansion Parcel.

Product Type	Phase 1	Phase 2	Phase 3	Phase 4	Phase 5	Phase 6	Phase 7	Total	
Azario Esplanade – Golf									
Single-Fa mily 42’	0	73	47	0	19	78	107	324	
Single-Fa mily 52’	2	40	34	64	0	58	0	198	
Single-Fa mily 62’	25	23	12	113	0	20	0	193	
Single-Fa mily 76’	23	29	14	31	0	0	0	97	
Single-Fa mily 90’	3	21	0	12	0	0	0	36	
Subtotal	53	186	107	220	19	156	107	848	
Azario Esplanade – Non-Golf	
Single-Fa mily 38’/45’	0	102	34	0	24	90	48	298	
Single-Fa mily 52’	2	74	0	0	29	59	85	249	
Single-Fa mily 62’	32	15	0	13	54	9	0	123	
Subtotal	34	191	34	13	107	158	133	670	
Azario Esplanade Total									

Park East									
Single-Fa mily 42’	0	0	61	0	25	0	0	86	
Single-Fa mily 52’	0	0	64	0	26	0	0	90	
Single-Fa mily 62’	0	0	52	0	38	0	0	90	
Single-Fa mily 76’	0	0	34	0	7	0	0	41	
Subtotal	0	0	211	0	96	0	0	307	
Total	87	377	352	233	222	314	240	1,825	

Development activities for Phases 1 consisting of eight-seven (87) residential units within Azario Esplanade Neighborhood is complete. Phase 2 consisting of 377 residential units within the Azario Esplanade Neighborhood are underway with completionexpected by the[third quarter of 2020]. Engineeringand permittingfor Phase 3 is currently underway and development activities in such phase are anticipated to commence in the [third quarter of 2021]. The development of each subsequent phase of the Azario Esplanade Neighborhood is expected to commence as home sale activity warrants the same. Construction of the eighteen-hole golf course running throughout the Esplanade at Azario Neighborhood is complete. Further, the spine road has been constructed just past the amenity center site within the Park East at Azario Neighborhood which has yet to be constructed.
Home Construction/Sales Activity
The Development is planned to feature eight (8) model homes andone (1) sales center. Construction of model homes alongwith the on-site sales center is complete and opened in March 2020 in conjunction with the grand opening for the Development. Home sales in Phases 1 and 2 of the Development commenced in the first quarter of 2020. As of June 30, 2020, approximately forty-eight (48) homes sales contracts have been written for homes within the Azario Esplanade Neighborhood and are anticipated to close within the fourth quarter of 2020.

Projected Absorption
In its capacity as both the developer and homebuilder, the Developer intends on developing finished lots for subsequent home construction thereon and eventual sale to retail buyers. Home sales activity in the Development commenced in the first quarter of 2020. As of June 30, 2020, approximately forty-eight (48) homes sales contracts have been written for homes within the Azario Esplanade Neighborhood and are anticipated to close by the fourth quarter of 2020. The following table sets forth the Developer’s anticipated pace of residential home sales to retail buyers within each respective neighborhood.

As previously noted, the Series 2020 Assessments levied in connection with the 2020 Bonds are intended to be levied on the bundled golf and non-golf homesites within the Azario Esplanade Neighborhood.

Product Type	2020	2021	2022	2023	2024	2025	2026	2027	2028	2029	Total	
Esplanade – Golf												
Single-Family 42’	15	36	36	36	36	36	36	36	36	21	324	
Single-Family 52’	18	36	36	36	36	36	-	-	-	-	198	
Single-Family 62’	18	24	24	24	24	24	24	24	7	-	193	
Single-Family 76’	11	24	24	24	14	-	-	-	-	-	97	
Single-Family 90’	12	12	12	-	-	-	-	-	-	-	36	
Subtotal	74	132	132	120	110	96	60	60	43	21	848	
Esplanade – Non-Golf												
Single-Family 38’	17	48	48	48	48	48	21	-	-	-	278	
Single-Family 45’	-	-	-	-	-	18	-	-	-	-	18	
Single-Family 52’	15	36	36	36	36	36	36	20	-	-	251	
Single-Family 62’	9	24	24	24	24	18	-	-	-	-	123	
Subtotal	41	108	108	108	108	120	57	20	-	-	670	
Total Azario Esplanade	115	240	240	228	218	216	117	80	43	21	1,518	
Park East												
Single-Family 42’	-	15	20	20	20	11	-	-	-	-	86	
Single-Family 52’	-	18	24	24	24	-	-	-	-	-	90	
Single-Family 62’	-	18	24	24	24	-	-	-	-	-	90	
Single-Family 76’	-	12	16	13	-	-	-	-	-	-	41	
Subtotal	-	63	84	81	68	11	-	-	-	-	307	
Total Development	115	303	324	309	286	227	117	80	43	21	1,825	

The projections in the table above are based upon estimates and assumptions that are inherently uncertain, though considered reasonable, and are subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict. As a result, there can be no assurance that such projections will occur or be realized in the time frames anticipated. See "BONDHOLDERS' RISKS" herein.

Product Offerings/Pricing
The Esplanade at Azario Neighborhood is being marketed as an active-lifestyle age-targeted community designed to appeal to the senior, empty nester and silver lining residents. The Esplanade at Azario Neighborhood is planned to offer single-family attached and detached homes with distinctive Mediterranean-style architecture and views of serene lakes, extensive landscaping, and an eighteen-hole golf course. Homes are anticipated to range in size from approximately 1,688 square-feet to 5,500 square-feet with prices ranging in the high $200s to $900s.
The Park East at Azario Neighborhood is currently planned to be marketed to young families and has been designed to enhance the family-oriented nature of the neighborhood by including multiple parks. Homes are anticipated to range in size from 1,989 square-feet to 4,789 square-feet with prices ranging in the low $300s to $600s.

The information in the table below illustrates the current estimated base pricing and square footage for the residential units planned within the Development, which information is subject to change.

Product Type	Est. Square
Footages	Est. Average
Base Prices	
Azario Esplanade – Golf			
Single-Family 42’	1,688 to 1,926	$296,000	
Single-Family 52’	1,856 to 2,275	$391,000	
Single-Family 62’	2,413 to 2,921	$448,000	
Single-Family 76’	2,570 to 3,190	$556,000	
Single-Family 90’	3,000 to 5,500	$850,000	
Azario Esplanade– Non-Golf			
Single-Family 38’/45’	1,533 to 1,533	$266,000	
Single-Family 52’	1,856 to 2,275	$353,000	
Single-Family 62’	2,253 to 2,921	$426,000	
Park East			
Single-Family 42’	1,989 to 2,585	$300,000	
Single-Family 52’	2,055 to 3,422	$335,000	
Single-Family 62’	2,582 to 4,400	$404,000	
Single-Family 76’	2,862 to 4,789	$632,000	

Assessment Area
The Development is currentlyplannedto be developed in seven(7) phasesto ultimately provide infrastructure supporting the development of 1,825 residential units, recreational amenities and an eighteen-hole golf course. As previously discussed under the heading“CAPITAL IMPROVEMENT PROGRAM”, the 2020 Bonds aresized to fund the 2020 Project which is estimated to cost $5.0 million.

As more fully described under the heading “ASSESSMENT METHODOLOGY”, the Assessment Reports initially allocate the Series 2020 Assessmentsover thegross acreage in the Development. As such acreage is developed and platted, the Series 2020 Assessments are allocated to those parcels that are platted within the Azario Esplanade Neighborhood. The 2020 Bonds were sized to correspond to the collection of Series 2020 Assessments from the 1,521 residential lots planned within Azario Esplanade Neighborhood of the Development consisting of X acres.

As previously discussed herein, the District previously issued its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector - Phase 1B Project) (the “2018 Northeast Sector Phase 1B Bonds”) to construct a portion of the Northeast Sector Improvements which are partially secured by special assessments levied on the same lands encumbered by the 2020 Bonds secured by the Series 2020 Assessments. Further, the District previously issued its Special Assessment Revenue Bonds, Series 2019 (Azario Project) (the “2019 Azario Bonds”) to construct a portion of the Azario CIP in the estimated amount of $11.4 million. The 2019 Azario Bonds are partially secured by special assessments levied on the same lands encumbered by the 2020 Bonds secured by the Series 2020 Assessments. A detail of the overlapping assessments levied in the Development in connection with the 2018 Northeast Sector Phase 1B Bonds, the 2019 Azario Bonds and the 2020 Bonds is provided herein under the heading “Fees and Assessments.”

The Development is currently planned for 1,825 residential units, inclusive of the density planned within the Expansion Parcel. However, the Development previously received rezoning and preliminary site plan approval from the County for the development of up to 1,750 single-family residential units. Thus, upon issuance of the 2020 Bonds, approximately $X of net proceeds will be deposited and held in the Retainage Subaccount in the 2020 Acquisitionand Construction Account established for the seventy-five (75) lots pending zoning approval and completion of the modification of the assessment process. The proceeds held in the Retainage Subaccount, together with the allocable share of the 2020 Debt Service Reserve Account, represent an amount equal to the principal amount of the 2020 Bonds allocable to the seventy-five (75) lots. To the extent modifications to the zoning ordinance and the required modifications to the Assessment Proceedings have not been completed by March 15, 2021, the monies held in the Retainage Subaccount (together with proceeds from the 2020 Debt Service Reserve Account) will be transferred to the 2020 Prepayment Subaccountand applied to theextraordinarymandatory redemption of the 2020 Bondsapplicable to such seventy-five (75) lots.

Recreational Amenities
The Developer currently intends to construct community-specific and community-wide recreational amenities as discussed in more detail below. Such amenities are intended to service each of the core buyer profiles within each neighborhood.

Azario Esplanade Neighborhood

The recreational amenities in the Esplanade community are intended to be geared towards active adults and similar in nature to other of the Developer’s Esplanade-branded southwest Florida communities. The Developer has designed an extensive resort-style amenities package including a clubhouse, event center, culinary center, pool pavilion, resort pool, lap pool, fitness center and spa, tiki bar, tennis courts, pickle ball courts, bocce ball courts, multiple nature trails and dogparks. The construction of the eighteen-hole golf course further lends itself to the overall Development’s active lifestyle. The eighteen-hole golf course runs throughout the Esplanade at Azario Neighborhood and is currently open to certainresidents within the Azario Esplanade. Memberships to the golf coursewill be provided to residents living in the bundled golf homesites. Residences in non-golf homesites will be provided with social memberships that provide access to all amenities outside of the golf course.

Park East at Azario Neighborhood

The recreational amenities in the Park East community are intended to be geared towards the traditional family buyer and similar in nature to other of the Developer’s family style southwest Florida communities. The Developer has designed an extensive active family-style amenities package including a playground with tot lot, basketball court, multi-purpose court, fire pit, and sand volleyball court. Features also planned include a dog park and a large flex lawn area with gazebo and fishing pier into one of the many community lakes.

All recreational facilities are intended to be privately funded and constructed by the Developer in the estimated amount of $27.0 million and, upon completion, conveyed to the applicable homeowner’s associations established for the respective neighborhoods. As of June 30, 2020, the Developer has expended approximately $13.0 million towards the completion of the eighteen-hole golf course, golf pro-shop, a bunker bar and various shelters throughout the Development.

Utilities
Water and sewer for the Development will be provided by the County. Further, re-use will be provided by
Braden River Utilities which is owned by an affiliate of SMR. Electric power will be provided by Peace River Electric Company and gas service will be provided by Tampa Electric Company. The Development is located within the franchise areas of Verizon and Spectrum for telephone, cable and internet services.

Schools
Based upon current school zoning, children residing in the Development would generally attend B.D. Gullett
Elementary School, R. Dan Nolan Middle School and Lakewood Ranch High School all 'A' rated schools for 2020 according to the Florida Department of Education.
Marketing
SMR and its affiliates undertake a comprehensive marketing effort for Lakewood Ranch in its entirety and estimate that their calendar year 2020 marketing expenditures will be approximately [$9.5] million. Such expenditures are primarily funded with a 3% marketing fee each developer/homebuilder, inclusive of the Developer, is required to pay upon the closing of the sale of a new home in Lakewood Ranch.
Further, the Developer has employed its own marketing efforts to market their neighborhood within Lakewood Ranch. The Developer anticipates utilizing a marketing campaign that includes branded content, social media, a website, events, frontage and signage, and public relations. In addition, the Developer is currently under construction with eight (8) model homes and an on-site sales center within the Azario Esplanade Neighborhood.

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Fees and Assessments
Each homeowner residing in the Development will pay annual taxes, assessments and fees on an ongoing basis including ad valorem property taxes, Series 2020 Assessments, special assessments levied in connection with the 2018 Northeast Sector Phase 1B Bonds, and the Azario 2019 Bonds, homeowner’s association (“HOA”) fees, and administrative, operation and maintenance assessments levied by the District as described in more detail below.

Property Taxes:

The current millage rate for the area of the County where the Development is located is approximately 15.6694 mills. Accordingly, by way of example, the annual property taxes for a $350,000 taxable value home would be $5,484.

Homeowner’s Association Fee:

The Park East at Azario Neighborhoodwill have HOA fees for common groundmaintenance andrecreational amenities as well as any other HOA-owned facilities that will vary annually based on the adopted budget by the HOA for a particular year. The anticipated monthly HOA fees for all Park East at Azario Neighborhood product types are approximately $152 and subject to change.

The Azario Esplanade Neighborhood provides for maintenance-free living and as such all homeowners residing in the Azario Esplanade Neighborhood will be subject to annual homeowners' association fees for individual yard maintenance, common ground maintenance and recreational amenities as well as any other HOA-owned facilities. The HOA fees will vary annually based on the adopted budget by the HOA for a particular year. The anticipated monthly HOA fees for the bundled golf homes are $596 for all product types and the anticipated monthly HOA fees for the non-golf homes are $353 for all product types, both of which are subject to change.

District Special Assessments:

All homeowners residing in the Development will be subject to the Series 2020 Assessments levied in connection with the 2020 Bonds and special assessments levied in connection with the 2018 Northeast Sector Phase 1B Bonds (the “Northeast Sector Assessments”) and Special Assessments level in construction within the 2019 Aszario Bonds (the “2019 Azario Assessments). In addition, all homeowners will be subject to annual operation and maintenance assessments levied by the District which are derived from the District’s annual budget and are subject to change each year. The table below illustrates the estimated annual Series 2020 Assessments, Northeast Sector Assessments, Azario 2019 Assessments and Fiscal Year 2020 Operation and Maintenance Assessment (“O&M”) that will be levied by the District for each respective product-types.

Unit Type	

#
Units	

Annual Series 2020
Assessment Per Unit
(Gross)	
Annual Northeast Sector
Assessments
Per Unit (Gross)	

Annual 2019 Azario Assessments Per Unit
(Gross)	Est. Annual Fiscal Year 2020 Operation and Maintenance Assessment Per Unit
(Gross)*	

Azario Esplanade – Golf	
Single-Family 42’		$53	$864	$368	$301	
Single-Family 52’		$255	$864	$430	$301	
Single-Family 62’		$425	$864	$491	$301	
Single-Family 76’		$638	$864	$553	$301	
Single-Family 90’		$850	$864	$654	$301	
Azario Esplanade– Non-Golf	
Single-Family 38’/45’		$53	$864	$329	$301	
Single-Family 52’		$255	$864	$430	$301	
Single-Family 62’		$425	$864	$491	$301	

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* O&M Assessments are initially levied on a per acre basis until lots are platted. The estimated annual FY20 O&M Assessments per undeveloped acre is $70.
Competition
Lakewood Ranch is its own submarket and as such it is anticipated the primary competitors for the Development will include actively selling neighborhoods within Lakewood Ranch with similar product offerings and price points. Please see “LAKEWOOD RANCH”, for a more detailed description of such neighborhoods.

This section does not purport to summarize all of the existing or planned communities in the area of the Development, but rather to provide a description of those that the Developer feels may pose primary competition to the Development.

General

TAX MATTERS

The Code establishes certain requirements which must be met subsequent to the issuance of the 2020 Bonds

in order that interest on the 2020 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the 2020 Bonds to be included in federal gross income retroactive to the date of issuance of the 2020 Bonds, regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the 2020 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The District has covenantedin the Indenture with respect to the 2020 Bonds to complywith such requirements in order to maintain the exclusion from federal gross income of the interest on the 2020 Bonds.

In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations, judicial decisions and rulings, interest on the 2020 Bonds (including any original issue discount properly allocable to the owner thereof) is excluded from gross income for purposes of federal income taxation. Interest on the 2020 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax.

Except as described above, Bond Counsel will express no opinion regarding other federal income tax consequences resulting from the ownership of, receipt or  accrual  of  interest  on,  or  disposition  of  2020  Bonds. Prospective purchasers of 2020 Bonds should be aware that the ownership of 2020 Bonds may result in collateral federal income tax consequences, including(i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry 2020 Bonds; (ii) the reduction of the loss reservededuction for property and casualty insurance companies by fifteen percent (15%) of certain items, including interest on 2020 Bonds; (iii) the inclusion of interest on 2020 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of the branchprofits tax; (iv) theinclusion of interest on 2020Bonds in passive income subject to federal income taxation of certain Subchapter Scorporations with Subchapter C earnings and profits at the closeof the taxable year; and (v) the inclusion of interest on 2020 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining whether such benefits are included in gross income for federal income tax purposes.

As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations and covenants made on behalf of the District, certificates of appropriate officers and certificates of public officials (including certifications as to the use of proceeds of the 2020 Bonds and of the property financed or refinanced thereby), without undertaking to verify the same by independent investigation.

PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE 2020 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDOWNERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES  DESCRIBED  ABOVE.  PROSPECTIVE  BONDOWNERS  SHOULD  CONSULT  WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.

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Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the 2020 Bonds is subject to information reporting to the Internal Revenue Service Interest paid on tax-exempt bonds such as the 2020 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the  2020  Bonds  from  gross  income  for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non- corporate owners of 2020 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the 2020Bonds andproceeds from the saleof 2020 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of 2020 Bonds. This withholding generally applies if the owner of 2020 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayeridentification number ("TIN"), (ii) furnishedthe payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the 2020 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.

Tax Treatment of the Original Issue Discount
Under the Code, the difference between the maturity amount of the 2020 Bonds maturing on May 1, __ , May 1, ____ and May 1, (each a "Discount Bond"), and the initial offering price to the public, excluding bond
houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of the Discount Bond was sold is "original issue discount." Original issue discount will accrue over the term of the Discount Bond at a constant interest rate compounded periodically. A purchaser who acquires the Discount Bond in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds the Discount Bond, and will increase his or her adjusted basis in the Discount Bond by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bond. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bond which are not purchased in the initial offeringat the initial offeringprice may be determined accordingto rules which differ from those above. Bondowners of the Discount Bondshould consult their own taxadvisors with respect to the precise determination forfederal income tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bond and with respect to the state and local tax consequences of owning and disposing of the Discount Bond.

AGREEMENT BY  THE STATE
Under the Act, the State pledges to the holders of any obligations issued thereunder, including the 2020 Bonds, that it will not limit or alter the rights of the District to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the Act and to fulfill the terms of any agreement made with the holders of such 2020 Bonds and that it will not in any way impair the rights or remedies of such holders.

LEGALITY FOR INVESTMENT
The Act provides that the 2020 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipalityor other political subdivision of the State, and constitute securities which may be deposited by banks or trust companies as securityfor deposits of state, county, municipal or other public funds, or by insurance companies as required for voluntary statutory deposits.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Rule 69W-400.003, Rules of Government Securitiesunder Section 517.051(1), Florida Statutes, promulgated by the Florida Department of Financial Services, Office of Financial Regulation, Division of Securities and Finance ("Rule 69W-400.003"), requires the District to disclose each and every default as to the payment of principal and interest with respect to obligations issued or guaranteed by the District after December 31, 1975. Rule 69W-400.003 further provides, however, that if the District, in good faith, believes that such disclosures would not be considered

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material by a reasonable investor, such disclosures may be omitted. The District is not and has not since December 31, 1975 been in default as to principal and interest on its bonds or other debt obligations.
CONTINUING DISCLOSURE
In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "SEC Rule"), the District, the Developer and PFM Group Consulting LLC, as dissemination agent (the "Dissemination Agent") will enter into a Continuing Disclosure Agreement (the "District/Developer Disclosure Agreement"), the form of which is attached hereto as APPENDIX D. Pursuant to the District/Developer Disclosure Agreement, the District has covenanted for the benefit of Bondholders to provide to the Dissemination Agent certain financial information and operating data relating to the District and the 2020 Bonds in each year (the "District Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant by the District shall only apply so long as the 2020 Bonds remain outstanding under the Indenture.

Pursuant to the District/Developer Disclosure Agreement, the Developer has covenanted for the benefit of Bondholders to provide to the District and the Dissemination Agent certain financial information and operating data relating to the Developer and the Development and the properties subject to the Series 2020 Assessments (the "Developer Report"). Such covenant by the Developer will apply only until the earlier to occur of (x) the payment and redemption of the 2020 Bonds, or (y) the Developer is no longer an Obligated Person.
The District Annual Report and the Developer Report (together, the "Reports") will each be filed by the Dissemination Agent with the Municipal Securities Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the District/Developer Disclosure Agreement attached hereto as APPENDIX D. The notices of material events will also be filed by the District with EMMA. The specific nature of the information to be contained in the Reports and the notices of material events are described in APPENDIX D. The District/Developer Disclosure Agreement will be executed by the applicable parties at the time of issuance of the 2020 Bonds. The foregoing covenants have been made in order to assist the Underwriter in complying with the SEC Rule.
With respect to the 2020 Bonds, no parties other than the District or the Developer are obligated to provide any continuing disclosure information with respect to the SEC Rule.
The District has previously entered into continuing disclosure undertakings as required by the SEC Rule with respect to other bond issuances. Over the past five years, the District failed to make timely filings of certain reports and/or notices as required by such continuing disclosure undertakings and some of such untimely filings were not separately reported as listed events.
The Developer previously entered into continuing disclosure obligations pursuant to the Rule in connection with other offerings of community development district bonds in the State. A review of filings made pursuant to such prior undertakings indicates that certain filings required to be made by the Developer were either not filed or not timely filed and that notices of such missed and late filings were not always provided.

FINANCIAL STATEMENTS
The audited financial statements of the Issuer for the fiscal year ended September 30, 2019 are included as APPENDIX F hereto. Such audited financial statements, including the auditor's report thereon, have been included as APPENDIX F hereto as public documents and the consent of the auditors to include such document was not requested.

ENFORCEABILITY OF REMEDIES
The remedies available to the Owners of the 2020 Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the 2020 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2020 Bonds will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.

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LITIGATION
The District. There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the 2020 Bonds, or in any way contesting or affecting the validity of the 2020 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the 2020 Bonds, or the existence or powers of the District.
The Developer. There is no litigation pending, or to the knowledge of the Developer, threatened against the Developer that could in any way affect the Development to be undertaken by the Developer as described herein.
SMR. There is no litigation pending, or to the knowledge of SMR, threatened against SMR that could in any way affect the development of Lakewood Ranch as described herein.
NO RATING OR CREDIT ENHANCEMENT
The 2020 Bonds are neither rated nor credit enhanced. No application for a rating or credit enhancement with respect to the 2020 Bonds was made.
UNDERWRITING
The Underwriter hasagreed, pursuant to a contract entered into with the District, subject to certainconditions, to purchase the 2020 Bonds from the District at an aggregate purchase price of $_ 		(representing the par amount of the 2020 Bonds of $_________, and less an Underwriter's discount of $	and less original issue
discount of $ 	). See "ESTIMATED SOURCES AND USES OF PROCEEDS" herein. The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all the 2020 Bonds if any are purchased.
The Underwriter intends to offer the 2020 Bonds at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Underwriter may offer and sell the 2020 Bonds to certain dealers (including dealers depositing the 2020 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter.

DISCLOSURE OF MULTIPLE ROLES
Bondholders should note that PFM Group Consulting LLC is acting in the capacities of District Manager responsible for the administrative operations of the District and is serving as Dissemination Agent for purposes of the SEC Rule. PFM Financial Advisors LLC is serving as the methodology consultant responsible for the Assessment Methodology Reports attached hereto as "APPENDIX E – ASSESSMENT METHODOLOGY REPORTS" and as  the District's Municipal Advisor.
EXPERTS
The references herein to Stantec Consulting Services Inc., as the District Engineer and Waldrop Engineering,
P.A. as the District Project Engineer and the inclusion of "APPENDIX A – ENGINEER'S REPORT" prepared by Waldrop Engineering, P.A. attached hereto, have been approved by said firms. The Engineer's Report should be read in its entirety for complete information with respect to the subjects discussed therein. PFM Financial Advisors LLC has prepared the Assessment Methodology Reports set forth in APPENDIX E hereto and such appendix should be read in its entirety for complete information with respect to the subjects discussed therein.
CONTINGENT FEES
Bond Counsel, the Underwriter and Counsel to the Underwriter will receive fees for services rendered in connection with the issuance of the Bonds, which fees are contingent upon such issuance.
LEGAL MATTERS
Certain legal matters related to the authorization, sale and delivery of the 2020 Bonds are subject to the approval of Bryant Miller Olive P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel Akerman LLP, Orlando, Florida. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams, P.A., Tallahassee, Florida. Certain legal matters will be passed upon

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for the Trusteeby Holland & Knight, LLP, Miami, Florida. Certain legal matterswill be passed uponfor the Developer by J. Wayne Crosby, P.A. , Winter Park, Florida.
Bond Counsel'sopinions includedhereinare based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date hereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinions.

MUNICIPAL ADVISOR
PFM Financial Advisors LLC is serving as the District's Independent Registered Municipal Advisor in connection with the issuance of the 2020 Bonds.
VALIDATION
On December 20, 2005, the Circuit Court in and for Manatee and Sarasota Counties, Florida validated the issuance by the District of not exceeding $4 billion in principal amount of its special assessment revenue bonds. The appeal period from such final judgment has expired with no appeal having been filed. The Bonds are included within the validated amount.

MISCELLANEOUS
Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.
The references herein to the 2020 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions.
This Limited Offering Memorandum has been prepared in connection with the sale of the 2020 Bonds and may not be reproduced or used, as a whole or in part, for any purpose. This Limited Offering Memorandum is not to be construed as a contact with the purchaser or the Owner or Beneficial Owners of any of the 2020 Bonds.
This Limited Offering Memorandum has been duly authorized, executed and delivered by the District.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:

Chair, Board of Supervisors

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APPENDIX A ENGINEER'S REPORT

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APPENDIX B INDENTURE

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APPENDIX C

FORM OF OPINION OF BOND COUNSEL

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APPENDIX D

FORM OF CONTINUING DISCLOSURE AGREEMENT

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APPENDIX E

ASSESSMENT METHODOLOGY REPORTS

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APPENDIX F

AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE YEAR ENDED SEPTEMBER 30, 2018
Fees and Assessments
Each homeowner residing in the Development will pay annual taxes, assessments and fees on an ongoing basis including ad valorem property taxes, Series 2020 Assessments, special assessments levied in connection with the 2018 Northeast Sector Phase 1B Bonds and the Azario 2020 Bonds, homeowner’s association (“HOA”) fees, and administrative, operation and maintenance assessments levied by the District as described in more detail below.

Property Taxes:

The current millage rate for the area of the County where the Development is located is approximately 15.6694 mills. Accordingly, by way of example, the annual property taxes for a $350,000 taxable value home would be $5,484.

Homeowner’s Association Fee:

The Park East at Azario Neighborhoodwill have HOA fees for common groundmaintenance andrecreational amenities as well as any other HOA-owned facilities that will vary annually based on the adopted budget by the HOA for a particular year. The anticipated monthly HOA fees for all Park East at Azario Neighborhood product types are approximately $152 and subject to change.

The Azario Esplanade Neighborhood provides for maintenance-free living and as such all homeowners residing in the Azario Esplanade Neighborhood will be subject to annual homeowners' association fees for individual yard maintenance, common ground maintenance and recreational amenities as well as any other HOA-owned facilities. The HOA fees will vary annually based on the adopted budget by the HOA for a particular year. The anticipated monthly HOA fees for the bundled golf homes are $596 for all product types and the anticipated monthly HOA fees for the non-golf homes are $353 for all product types, both of which are subject to change.

District Special Assessments:

All homeowners residing in the Azario Esplanade Neighborhood will be subject to the Series 2020 Assessments levied in connection with the 2020 Bonds, special assessments levied in connection with the 2018 Northeast Sector Phase 1B Bonds (the “Northeast Sector Assessments”) and special assessments levied in connection with the 2020 Azario Bonds (the “2020 Azario Assessments”). In addition, all homeowners will be subject to annual operation and maintenance assessments levied by the District which are derived from the District’s annual budget and are subject to change each year. The table below illustrates the annual Series 2020 Assessments, Northeast Sector Assessments, Azario 2020 Assessments and Fiscal Year 2020 Operation and Maintenance Assessment (“O&M”) that will be levied by the District for each respective product-types.

Unit Type	

# Units	

Annual Series 2020 Assessment
Per Unit
(Gross)	

Annual Northeast Sector
Assessments Per Unit
(Gross)	

Annual 2020 Azario Assessments Per Unit
(Gross)	Est. Annual Fiscal Year 2020
Operation and Maintenance Assessment Per Unit
(Gross)*	

Azario Esplanade – Golf	
Single-Family 42’			$864	$368	$301	
		$53				
Single-Family 52’			$864	$430	$301	
		$255				
Single-Family 62’			$864	$491	$301	
		$425				

				Est. Annual
Fiscal Year	
		Annual		2020	
	Annual Series 2020 Assessment
Per Unit	Northeast Sector Assessments Per Unit	Annual 2020 Azario Assessments Per Unit	Operation and Maintenance Assessment Per Unit	
Unit Type	# Units	(Gross)	(Gross)	(Gross)	(Gross)*	
Single-Family 76’
Single-Family		
$638	$864

$864	$553

$654	$301

$301	
90’		$850				

Azario Esplanade– Non-Golf
Single-Family			

$864		

$301		
38’/45’
Single-Family 52’
Single-Family
62’	$53
$255	

$425	
$864	$329
$430
$864	
$301
$491	

$301	

* O&M Assessments are initially levied on a per acre basis until lots are platted. The estimated annual FY20 O&M Assessments per undeveloped acre is $70.
Competition
Lakewood Ranch is its own submarket and as such it is anticipated the primary competitors for the Development will include actively selling neighborhoods within Lakewood Ranch with similar product offerings and price points. Please see “LAKEWOOD RANCH”, for a more detailed description of such neighborhoods.

This section does not purport to summarize all of the existing or planned communities in the area of the Development, but rather to provide a description of those that the Developer feels may pose primary competition to the Development.

THE DEVELOPER
The lands within the Development are owned by Taylor Morrison of Florida, Inc. (the “Developer”). The parent company of the Developer is Taylor Morrison Home II Corporation, a direct wholly owned subsidiary of the holdingcompany Taylor Morrison Home Corporation(“Taylor Morrison”). Taylor Morrison trades on the New York Stock Exchange under the symbol TMHC.

Taylor Morrison’s principal business is residential homebuilding with operations focused in Arizona, California, Colorado, Floridaand Texas. Taylor Morrisonis subject to the informationalrequirements of the Securities and Exchange Commission Act of 1934, as amended, and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (the “SEC”). The file number for Taylor Morrison is No. 001-35873. Such reports, proxy statements, and other information is available at the SEC's website at https://www.sec.gov and at the SEC's Public Reference Room at the SEC's Headquarters, located at 100 F Street, NE, Washington, D.C. 20549. All documents subsequently filed by Taylor Morrison pursuant to the requirements of the Securities and Exchange Commission Act of 1934 after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above

THE DEVELOPMENT
The following information herein appearing under the captions "THE DEVELOPMENT" and "THE DEVELOPER" have been furnished by the Developer for inclusion in this Limited Offering Memorandum as a means for the prospective Bondholders to understand the anticipated development plan and risks associated with the Development and the provision of infrastructure to the real property within the District. Although believed to be reliable, such information has not been independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel, and no person other than the Developer, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness of such information. At the time of the

issuance of the 2020 Bonds, the Developer will represent in writing that the information herein under the captions "THE DEVELOPER," "THE DEVELOPMENT," and "LITIGATION" (as it pertains to the Developer) doesnot contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading.

The Developer's obligation to pay the Series 2020 Assessments is limited solely to its obligation as a landowner, just as any other landowner within the District. The Developer is not a guarantor of payment on any property withinthe District andthe recoursefor the Developer'sfailure to payor otherwise comply with its obligations to the District is limited to its ownership interest in the land subject to the Series 2020 Assessments.

General
Azario Lakewood Ranch (the “Development”) currently encompasses approximately 992 acres located in the
northeast quadrant of Lakewood Ranch just south of State Road 64 and on the east side of Lorraine Road. The Development runs concurrent with the District’s northern most boundary and is bound on the east by Uihlein Road, on the west by Lorraine Road, and on the south by the future extension of 44th Avenue East. There are two (2) main entrances planned for the Development at 44th Avenue East and Uihlein Road, with a secondary access point located at Uihlein Road, a quarter of a mile (0.25) north of the 44th Avenue East and Uihlein Road intersection.
The landowner and developer of the Development is Taylor Morrison of Florida, Inc., (the “Developer”), as more fully described under the heading “THE DEVELOPER”. At build-out, the Development is currently planned to include 1,821 residences in two (2) distinct amenitized single-family residential communities known as the Park East at Azario Neighborhood and the Azario Esplanade Neighborhood (see discussion of proposed forty-eight (48) unit expansion herein). The Park East at Azario Neighborhood planned for 307 single-family units is situated at the southeast corner of the Development at the intersection of the future extension of 44th Avenue East and Uihlein Road and will be marketed primarily to families. The Azario Esplanade Neighborhood planned for 1,514 residential units is intended to serve as a replacement community to the existing Taylor Morrison community, Esplanade Golf and Country Club at Lakewood Ranch (the “Esplanade Golf and Country Club”) consisting of 1,250 detached villas, garden condos and single-family home located at the northeast corner of Rangeland Parkway and White Eagle Boulevard (f/k/a Pope Road). As of September 30, 2020, 1,152 of the planned 1,250 residential units in Esplanade Golf and Country Club have been sold to end-users. The Azario Esplanade Neighborhood will be marketed to active adults and retirees consistent with the various other Esplanade-branded communities the Developer has or is actively developing throughout southwest Florida.

The Developer is currently in negotiations with SMR Northeast (as defined below) to purchase a parcel of land located within the District’s boundaries just outside of the northeast corner of the Development (the “Expansion Parcel”). Pending consummation of the sale of the Expansion Parcel, the Development’s eastern boundary will be extended to Uihlein Road to include approximately nineteen (19) acres planned for forty-eight (48) additional residential units within the Azario Esplanade Neighborhood. Upon the successful expansion of the Development’s boundaries, the Development will consist of 1,011 acres planned for 1,821 single family units situated across two (2) neighborhoodswith 307 single-familyunits plannedfor within the Park East at Azario Neighborhood and 1,514 single- family units planned for within the Azario Esplanade Neighborhood.
The Development is planned to feature multiple resort-style amenity campuses and an eighteen-hole golf course. The Development is intended to be developed in seven (7) phases with the first two (2) phases of the Development planned for 464 single-family units, all located within the Esplanade Azario Neighborhood. Initial development activities in these phases commenced in the first quarter of 2020 with home pre-sales in Phases 1 and 2 expected to commence in the first quarter of 2020. As discussed in more detail herein under the heading “THE DEVELOPMENT – Assessment Area”, the 2020 Special Assessments levied in connection with the Series 2020 Bonds are levied on all 1,821 units planned within the Development includingthe forty-eight (48) units planned within the Expansion Parcel.
Land Acquisition/ Development Financing
On December 21, 2018, the Developer acquired approximately 992 acres currently constituting the Development from SMR Northeast, LLC, a Florida limited liability company (“SMR Northeast”) and a wholly owned subsidiary of SMR for a fixed purchase price of $39,299,208. An additional purchase price will be paid to SMR Northeast equal to 10.5% of the sales price of a completed home less a credit calculated using the purchase price less the aggregate of all applied credits divided by unsold homes.

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The sale of the lands consisting of the 992 acres currently comprising the Development was in part consummated with $19.3 million in cash with the remaining balance delivered via a purchase money promissory note (the "Promissory Note"). The Promissory Note provides for $20,000,000 plus accrued interest to SMR Northeast and is secured by a Mortgage and Security Agreement collateralized by a portion of the lands in the Development containing half of the planned lots. The unpaid principal balance shall accrue interest at 2.76% and has a term of three
years from the execution of the Promissory Note. If the District's construction of the extension of 44th Avenue East has not been completed within the one (1) year allotted in the purchase and sale agreement, the Developer can extend the date of maturity of the Promissory Note by one (1) day for each day the road construction is not complete beyond its completion deadline. Construction of the 44th Avenue East extension from Lorraine Road to Bourneside Boulevard commenced in June 2018 and is planned to be complete by February 2020.
The Promissory Note is secured by a mortgage and security agreement on a portion of the lands constituting the Development which provides for a collateral assignment including but not limited to all plans, permits, development rights, zoning approvals and concurrency rights. As additional security to the mortgage securing the Promissory Note, the Developer has also entered into a collateral assignment of declarant’s rights. Upon issuance of the 2020 Bonds, SMR Northeast will enter into an agreement acknowledging the superiority of the lien of the Series 2020 Assessments to its mortgage and licensing to the District the right to utilize the rights granted in the mortgage and security agreement and the collateral assignment of declarant rights (see "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS – Agreement for Assignment of Development Rights") to complete development of the Development in the event of a failure by the Developer to pay the Series 2020 Assessments provided such use is not in a manner inconsistent with the continued rights of SMR Northeast.
The District currently does not intend to issue any additional series of Bonds to fund additional portions of the Azario CIP (see “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS - No Parity Bonds;
Limitation on Additional Bonds). As such, the Developer anticipates using equity to fund the remaining portions of the Azario CIP not funded with proceeds of the 2020 Bonds as well as the other development costs not included within the Azario CIP (the “Developer-Funded Improvements”). Such Developer-Funded Improvements include, without limitation, private roads, security features, landscaping, recreational amenities, the golf-course and associated professional fees and are estimated to cost $83.0 million. As discussed further herein, development activities commenced in the first quarter of 2020. As of October 31, 2020, the Developer estimates it has expended approximately $19.3 million to acquire the lands constituting the Development and $15.0 million in development- related expenditures to-date, including $8.56 million towards the Azario CIP and $6.44 million towards to the Developer-Funded Improvements

Northeast Sector – Development Agreement
The area of Lakewood Ranch in which the Development is located is referred to as the “Northeast Sector” which consists of approximately 3,853 gross acres and is planned to be developed into multiple residential and commercial tracts. Currently, there are four (4) residential communities under development within the Northeast Sector inclusive of the Development. The Northeast Sector is located entirely within the County and the boundaries of the District and is bound on the north by State Road 64, on the south by State Road 70, on the west by Lorraine Road and on the east by the future Bourneside Boulevard. The four (4) major roadways serving the Northeast Sector include State Road 70, State Road 64, Lorraine Road and Bourneside Boulevard. Additional access ways include Uihlein Road, Rangeland Parkway, 44th Avenue East and Post Road. The lands within the Northeast Sector are currently planned to include approximately 8,176 residential units, eighty-five (85) acres planned for approximately 627,000 square feet of commercial space, parks and 120 acres planned for a public K-8 school and high school.
In order to facilitate the sale of the parcels within the Northeast Sector to developers (including the Development), SMR Northeast as the landowner of thelands in the Northeast Sector entered into a Local Development Agreement (the "Development Agreement") with the County on March 6, 2018 that governs and provides for traffic concurrency for the entire Northeast Sector. The Northeast Sector has a Manatee County Comprehensive Plan designation of MU-C which allows for it to be developed with a variety of land uses and densities. However, each parcel must undergo approval through the County’s normal zoning and site plan process.
Per the Development Agreement, SMR Northeast is required to complete certain transportation improvements prior to or in conjunction with the development of the Northeast Sector to meet County concurrency requirements. The Development Agreement does allow for a proportionate share contribution to be made by SMR Northeast in lieu of such transportation improvements. However, construction and dedication activities are underway for the following roadways identified as thoroughfares and the right of way of each to the County (the "Mitigation Improvements") to mitigate the transportation impacts of the proposed development within the Northeast Sector:
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Construct Uihlein Road from its current northern terminus at the north end of the Lakewood National development to State Road 64 as a four-lane divided roadway within a 120-foot right of way.
Construct 44th Avenue East Extension from Lorraine Road to Bourneside Boulevard as a four-lane divided roadway within a 120-foot right of way.
Dedicate 120 feet of right of way for Bourneside Boulevard from the northern entranceof Lakewood National to State Road 64 to accommodate build-out as a four-lane divided roadway within a 120-foot right of way. The construction of Bourneside Boulevard as a two-lane road shall not be considered a Mitigation Improvement because it serves as site-related access for the Northeast Sector.
Additional roadway improvements (the "Initiated Improvements" and together with the "Mitigation Improvements", the "Northeast Sector Improvements") required under the Development Agreement to be initiated by the SMR Northeast to enhance the development value of the Northeast Sector rather than mitigate against transportation impacts are identified below.
Rangeland Parkway from Lorraine Road to Bourneside Boulevard as a four-lane divided roadway within a 120-foot right of way.
Bourneside Boulevard as a two-lane roadway within the right of way.
Post Road, as a four-lane facility with a 120-foot right of way, from its current terminus at 59th Avenue East to Rangeland Parkway.
Construction of the aforementioned Northeast Sector Improvements have a required completion date of three
years from receiving County approval for zoning of the first development tract, subject to extensions. The first development tract in Northeast Sector obtained rezoning approval from the County on April 5, 2018 thus the required completion date is April 2021. Failure to meet the completion date will result in a suspension of the certificate level of service ("CLOS") for all development tracts until completion of such improvements.
A CLOS for transportation, recreational/open space, solid waste, and storm water is provided upon approval of final site plan for each development tract or a portion thereof and has an expiration date on the earlier of (i) December 31, 2032 or (ii) ten (10) years from the date of issuance of the CLOS for each respective development tract.
The District is undertaking the construction of the Northeast Sector Improvements described herein. All of the Northeast Sector Improvements are under active development. The District has previously issued its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector – Phase 1A Project), its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector – Phase 1B Project) and its Special Assessment Revenue Bonds, Series 2020 (Northeast Sector – Phase 2A Project) to fund a portion of the construction of Northeast Sector Improvements. The District further anticipates issuing additional series of Bonds to construct the remainder of the Northeast Sector Improvements which will be secured by special assessments on certain acreage within the Northeast Sector exclusive of the acreage constituting the Development.
Zoning and Permitting
On October 4, 2018, the Development received rezoning and preliminary site plan approval from the County thereby allowing for the development of up to 1,750 single-family residential units. However, upon consummation of the sale of the Expansion Parcel, the Developer intends to submit for a modification to the zoning ordinance to include the Expansion Parcel and allow for at a minimum the 1,821 single-family residential units planned within the Development’s expanded boundaries. The zoning ordinance, as currently approved, sets forth certain stipulations pertaining to design and land use, storm water, environmental and utilities. Below is a description of certain of those stipulations.
Design and Land Use –

All applicable state and federal permits must be obtained prior to commencing development.

Recreational centers/amenities require a Final Site Plan (“FSP”) review and approval. Utilities – mandatory connection to the County potable water system and wastewater system. The cost of connection, including the design, permitting and construction of off-site extensions of lines is the responsibility of the Developer.
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Environmental –

Provide an updated study for threatened and endangered plant or animal species prior to FSP approval.

Prior to FSP review and approval, if wells are encountered, provide proper protection and abandonment of existing wells by submitting a plan to the County.

The Development shall not impact the 40.59 acres of wetlands.
As previously discussed above, a CLOS for the entire Northeast Sector has been obtained and will expire on the earlier of (i) December 31, 2032 or (ii) ten (10) years from the date of issuance of the CLOS for the Development. The CLOS provides for concurrency for transportation, recreational/open space, solid water, and stormwater. The CLOS for potable water and sanitary water shall be obtained at each final site plan approval.
As described in further detail in Engineer’s Report, the Developer has obtained certain permits for the entire Development from the Southwest Florida Water Management District ("SWFWMD") and U.S. Army Corps of Engineers ("USACE") for storm water management and wetland mitigation. Further, the Developer has obtained all necessary permits and approvals for the infrastructure to serve Phase 1 and Phase 2 of the Development planned for 464 residential units including, without limitation, construction plan(“CP”), and final site plan (“FSP”) approval from the County. The remaining five (5) phases of the Development will be permitted as development and home sale activities warrant the same.
Upon issuance of the 2020 Bonds, the District Project Engineer will certify that any permits and approvals necessary for the infrastructure specific to the Development that have not previously been obtained are expected to be obtained in the ordinary course of business.
Environmental
In conjunction with its the purchase of the current lands within the Development consisting of 992 acres, the Developer commissioned a Phase I Environmental Site Assessment (the “Phase I ESA”) from E Co Consultants, Inc. The Phase I ESA revealed no evidence of environmentally recognized conditions.
Product Type/Phasing

As previously discussed herein, the lands within the Development are intended to be developed into two (2) single-family residential communities referred to as Park East at Azario Neighborhood and Azario Esplanade Neighborhood. The Development is planned to be developed in seven(7) phases forthe development of approximately 1,821 residential units upon consummation of the sale of the Expansion Parcel. The Azario Esplanade Neighborhood will include bundled golf and non-golf homesites with the bundled golf residences having full memberships to the eighteen-hole golf course and the non-golf residences having social memberships that provide for access to all amenities outside of the golf course. The information in the table below depicts the number of units by phase, neighborhood and product type for the lands within the Development, which information is subject to change.

Product Type	Phase 1	Phase 2	Phase 3	Phase 4	Phase 5	Phase 6	Phase 7	Total	
Azario Esplanade – Golf	
Single-Fa mily 42’	0	73	64	55	55	55	59	361	
Single-Fa mily 52’	2	40	24	24	24	24	41	179	
Single-Fa mily 62’	18	23	21	24	24	24	53	187	
Single-Fa mily 76’	23	29	10	24	21	0	0	107	
Single-Fa mily 90’	3	21	12	0	0	0	0	36	
Subtotal	46	186	131	127	124	103	153	870	
Azario Esplanade– Non-Golf	
Single-Fa mily 38’	0	102	26	48	48	54	0	278	
Single-Fa mily 52’	2	74	20	36	36	36	46	250	
Single-Fa mily 62’	39	15	10	24	28	0	0	116	
Subtotal	41	191	56	108	112	90	46	644	
Park East									
Single-Fa mily 42’	0	0	25	25	36	0	0	86	

Single-Fa mily 52’	0	0	6	24	24	24	13	91	
Single-Fa mily 62’	0	0	6	24	24	24	11	89	
Single-Fa mily 76’	0	0	15	15	11	0	0	41	
Subtotal	0	0	52	88	95	48	24	307	
Total	87	377	239	323	331	241	223	1,821	

Development activities for Phases 1 and 2 consisting of 464 residential units within the Azario Esplanade Neighborhood are underway with completion expected by September 2020. The development of each subsequent phase of the Azario Esplanade Neighborhood is expected to commence as home sale activity warrants the same. Further, development of the initial phase of the Park East Azario Neighborhood consistingof fifty-two (52) residential units is scheduled to commence in November 2020.
Home Construction/Sales Activity
The Development is planned to feature eight (8) model homes andone (1) sales center. Construction of model homes along with the on-site sales center is scheduled to be complete and open in March 2020 to coincide with the planned grand opening for the Development. Home pre-sales in Phases 1 and 2 of the Development are expected to commence in the first quarter of 2020.
Projected Absorption
In its capacity as both the developer and homebuilder, the Developer intends on developing finished lots for subsequent home construction thereon and eventual sale to retail buyers. Home pre-sales activity in the Development is scheduled to commence in the first quarter of 2020. The following table sets forth the Developer’s anticipated pace of residential home sales to retail buyers within each respective neighborhood.

Product Type	2020	2021	2022	2023	2024	2025	2026	2027	2028	2029	2030	Total	
Esplanade – Golf													
Single-Family 42’	23	36	36	36	36	36	36	36	36	36	14	361	
Single-Family 52’	18	24	24	24	24	24	24	17	0	0	0	179	
Single-Family 62’	14	24	24	24	24	24	24	24	5	0	0	187	
Single-Family 76’	15	24	24	24	20	0	0	0	0	0	0	107	
Single-Family 90’	12	12	12	0	0	0	0	0	0	0	0	36	
Subtotal	82	120	120	108	104	84	84	77	41	36	14	870	
Esplanade – Non-Golf													
Single-Family 38’	28	48	48	48	48	48	10	0	0	0	0	278	
Single-Family 52’	22	36	36	36	36	36	36	12	0	0	0	250	
Single-Family 62’	16	24	24	24	24	4	0	0	0	0	0	116	
Subtotal	66	108	108	108	108	88	46	12	0	0	0	644	
Park East													
Single-Family 42’	0	16	15	15	15	15	10	0	0	0	0	86	
Single-Family 52’	4	24	24	24	15	0	0	0	0	0	0	91	
Single-Family 62’	4	24	24	24	13	0	0	0	0	0	0	89	
Single-Family 76’	0	25	16	0	0	0	0	0	0	0	0	41	
Subtotal	8	89	79	63	43	15	10	0	0	0	0	307	
Total	156	317	307	279	255	187	140	89	41	36	14	1,821	

The projections in the table above are based upon estimates and assumptions that are inherently uncertain, though considered reasonable, and are subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict. As a result, there can be no assurance that such projections will occur or be realized in the time frames anticipated. See "BONDHOLDERS' RISKS" herein.

Product Offerings/Pricing
The Esplanade at Azario Neighborhood is being marketed as an active-lifestyle age-targeted community designed to appeal to the senior, empty nester and silver lining residents. The Esplanade at Azario Neighborhood is planned to offer single-family attached and detached homes with distinctive Mediterranean-style architecture and views of serene lakes, extensive landscaping, and an eighteen-hole golf course. Homes are anticipated to range in size from approximately 1,688 square-feet to 5,500 square-feet with prices ranging in the high $200s to $900s.
The Park East at Azario Neighborhood is being marketed to young families and is designed to enhance the family-oriented nature of the neighborhood by including multiple parks. Homes are anticipated to range in size from 1,989 square-feet to 4,789 square-feet with prices ranging in the low $300s to $600s.

The information in the table below illustrates the current estimated base pricing and square footage for the residential units planned within the Development, which information is subject to change.

Product Type	Est. Square
Footages	Est. Average
Base Prices	
Azario Esplanade – Golf			
Single-Family 42’	1,688 to 1,926	$296,000	
Single-Family 52’	1,856 to 2,275	$391,000	
Single-Family 62’	2,413 to 2,921	$448,000	
Single-Family 76’	2,570 to 3,190	$556,000	
Single-Family 90’	3,000 to 5,500	$850,000	
Azario Esplanade– Non-Golf			
Single-Family 38’	1,533 to 1,533	$266,000	
Single-Family 52’	1,856 to 2,275	$353,000	
Single-Family 62’	2,253 to 2,921	$426,000	
Park East			
Single-Family 42’	1,989 to 2,585	$300,000	
Single-Family 52’	2,055 to 3,422	$335,000	
Single-Family 62’	2,582 to 4,400	$404,000	
Single-Family 76’	2,862 to 4,789	$632,000	

Assessment Area
The Development is currentlyplannedto be developed in seven(7) phasesto ultimately provide infrastructure supporting the development of 1,821 residential units, recreational amenities and an eighteen-hole golf course. As previously discussed under the heading“CAPITAL IMPROVEMENT PROGRAM”, the 2020 Bonds aresized to fund the 2020 Project which is estimated to cost $10.6 million.

As more fully described under the heading “ASSESSMENT METHODOLOGY”, the Assessment Reports initially allocate the Series 2020 Assessmentsover thegross acreage in the Development. As such acreage is developed and platted, the Series 2020 Assessments are allocated to those parcels that are platted. Based on the sizingof the 2020 Bonds, the Series 2020 Assessments will be allocated to all 1,821 residential units located in the Development.

As previously discussed herein, the District previously issued its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector - Phase 1B Project) (the “2018 Northeast Sector Phase 1B Bonds”) to construct a portion of the Northeast Sector Improvements which are partially secured by special assessments levied on the same lands encumbered by the 2020 Bonds secured by the Series 2020 Assessments. A detail of the overlapping assessments levied in the Development in connection with the 2018 Northeast Sector Phase 1B Bonds and the 2020 Bonds is provided herein under the heading “Fees and Assessments.”

The Development is currently planned for 1,821 residential units, inclusive of the density planned within the Expansion Parcel. However, the Development previously received rezoning and preliminary site plan approval from the County for the development of up to 1,750 single-family residential units. Thus, upon issuance of the 2020 Bonds, approximately $400,000 of net proceeds will be deposited and held in the Retainage Subaccount in the 2020 Acquisition and Construction Account established for the seventy-one (71) lots pending zoning approval and completion of the modification of the assessment process. The proceeds held in the Retainage Subaccount, together with the allocable share of the 2020 Debt Service Reserve Account, represent an amount equal to the principal amount

of the 2020 Bonds allocable to the seventy-one (71) lots. To the extent modifications to the zoning ordinance and the required modifications to the Assessment Proceedings have not been completed by March 15, 2021, the monies held in the Retainage Subaccount (together with proceeds from the 2020 Debt Service Reserve Account) will be transferred to the 2020 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the 2020 Bonds applicable to such seventy-one (71) lots

Recreational Amenities
The Developer currently intends to construct community-specific and community-wide recreational amenities as discussed in more detail below. Such amenities are intended to service each of the core buyer profiles within each neighborhood. All recreational facilities are intended to be privately funded and constructed by the Developer in the estimated amount of $27.0 million and, upon completion, conveyed to the applicable homeowner’s associations established for the respective neighborhoods.

Azario Esplanade Neighborhood

The recreational amenities in the Esplanade community are intended to be geared towards active adults and similar in nature to other of the Developer’s Esplanade-branded southwest Florida communities. The Developer has designed an extensive resort-style amenities package including a clubhouse, event center, culinary center, pool pavilion, resort pool, lap pool, fitness center and spa, tiki bar, tennis courts, pickle ball courts, bocce ball courts, multiple nature trails and dog parks. The construction of an eighteen-hole golf course will further lend itself to the overall Development’s active lifestyle. The eighteen-hole golf course will run throughout the Esplanade at Azario Neighborhood and is currently under construction with an anticipated completion date of March 2020. Memberships to the golf course will be provided to residents living in the bundled golf homesites. Residences in non-golf homesites will be provided with social memberships that provide access to all amenities outside of the golf course.

Park East at Azario Neighborhood

The recreational amenities in the Park East community are intended to be geared towards the traditional family buyer and similar in nature to other of the Developer’s family style southwest Florida communities. The Developer has designed an extensive active family-style amenities package including a playground with tot lot, basketball court, multi-purpose court, fire pit, and sand volleyball court. Features also planned include a dog park and a large flex lawn area with gazebo and fishing pier into one of the many community lakes.

Utilities
Water and sewer for the Development will be provided by the County. Further, re-use will be provided by
Braden River Utilities which is owned by an affiliate of SMR. Electric power will be provided by Peace River Electric Company and gas service will be provided by Tampa Electric Company. The Development is located within the franchise areas of Verizon and Spectrum for telephone, cable and internet services.

Schools
Based upon current school zoning, children residing in the Development would generally attend B.D. Gullett
Elementary School, R. Dan Nolan Middle School and Lakewood Ranch High School all 'A' rated schools for 2020 according to the Florida Department of Education.
Marketing
SMR and its affiliates undertake a comprehensive marketing effort for Lakewood Ranch in its entirety and estimate that their calendar year 2020 marketing expenditures will be approximately $9.5 million. Such expenditures are primarily funded with a 3% marketing fee each developer/homebuilder, inclusive of the Developer, is required to pay upon the closing of the sale of a new home in Lakewood Ranch.
Further, the Developer has employed its own marketing efforts to market their neighborhood within Lakewood Ranch. The Developer anticipates utilizing a marketing campaign that includes branded content, social media, a website, events, frontage and signage, and public relations. In addition, the Developer is currently under construction with nine (9) model homes and an on-site sales center.

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Fees and Assessments
Each homeowner residing in the Development will pay annual taxes, assessments and fees on an ongoing basis including ad valorem property taxes, Series 2020 Assessments, special assessments levied in connection with the 2018 Northeast Sector Phase 1B Bonds, homeowner’s association (“HOA”) fees, and administrative, operation and maintenance assessments levied by the District as described in more detail below.

Property Taxes:

The current millage rate for the area of the County where the Development is located is approximately 15.6694 mills. Accordingly, by way of example, the annual property taxes for a $350,000 taxable value home would be $5,484.

Homeowner’s Association Fee:

The Park East at Azario Neighborhood will have HOA fees for common ground maintenance and recreational amenities as well as any other HOA-owned facilities that will vary annually based on the adopted budget by the HOA for a particular year. The anticipated monthly HOA fees for all Park East at Azario Neighborhood product types are approximately $152 and subject to change.

The Azario Esplanade Neighborhood provides for maintenance-free living and as such all homeowners residing in the Azario Esplanade Neighborhood will be subject to annual homeowners' association fees for individual yard maintenance, common ground maintenance and recreational amenities as well as any other HOA-owned facilities. The HOA fees will vary annually based on the adopted budget by the HOA for a particular year. The anticipated monthly HOA fees for the bundled golf homes are $596 for all product types and the anticipated monthly HOA fees for the non-golf homes are $353 for all product types, both of which are subject to change.

District Special Assessments:

All homeowners residing in the Development will be subject to the Series 2020 Assessments levied in connection with the 2020 Bonds and special assessments levied in connection with the 2018 Northeast Sector Phase 1B Bonds (the “Northeast Sector Assessments”). In addition, all homeowners will be subject to annual operation and maintenance assessments levied by the District which are derived from the District’s annual budget and are subject to change each year. The table below illustrates the estimated annual Series 2020 Assessments, Northeast Sector Assessments and Fiscal Year 2020 Operation and Maintenance Assessment (“O&M”) that will be levied by the District for each respective product-types.

Unit Type	

Est. Annual Series 2020
Assessment Per Unit
(Gross)	
Annual Northeast Sector Assessments
Per Unit
(Gross)	Est. Annual Fiscal Year 2020
Operation and Maintenance Assessment Per Unit
(Gross)*	
Single-Family 38’	$329	$864	$301	
Single-Family 42’	368	$864	$301	
Single-Family 52’	430	$864	$301	
Single-Family 62’	491	$864	$301	
Single-Family 76’	553	$864	$301	
Single-Family 90’	654	$864	$301	

* O&M Assessments are initially levied on a per acre basis until lots are platted. The estimated annual FY20 O&M Assessments per undeveloped acre is $70.

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Competition
Lakewood Ranch is its own submarket and as such it is anticipated the primary competitors for the Development will include actively selling neighborhoods within Lakewood Ranch with similar product offerings and price points. Please see “LAKEWOOD RANCH”, for a more detailed description of such neighborhoods.

This section does not purport to summarize all of the existing or planned communities in the area of the Development, but rather to provide a description of those that the Developer feels may pose primary competition to the Development.

THE DEVELOPER
The lands within the Development are owned by Taylor Morrison of Florida, Inc. (the “Developer”). The parent company of the Developer is Taylor Morrison Home II Corporation, a direct wholly owned subsidiary of the holdingcompany Taylor Morrison Home Corporation(“Taylor Morrison”). Taylor Morrison trades on the New York Stock Exchange under the symbol TMHC.

Taylor Morrison’s principal business is residential homebuilding with operations focused in Arizona, California, Colorado, Floridaand Texas. Taylor Morrisonis subject to the informationalrequirements of the Securities and Exchange Commission Act of 1934, as amended, and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (the “SEC”). The file number for Taylor Morrison is No. 001-35873. Such reports, proxy statements, and other information is available at the SEC's website at https://www.sec.gov and at the SEC's Public Reference Room at the SEC's Headquarters, located at 100 F Street, NE, Washington, D.C. 20549. All documents subsequently filed by Taylor Morrison pursuant to the requirements of the Securities and Exchange Commission Act of 1934 after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above.

General

TAX MATTERS

The Code establishes certain requirements which must be met subsequent to the issuance of the 2020 Bonds

in order that interest on the 2020 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the 2020 Bonds to be included in federal gross income retroactive to the date of issuance of the 2020 Bonds, regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the 2020 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The District has covenantedin the Indenture with respect to the 2020 Bonds to complywith such requirements in order to maintain the exclusion from federal gross income of the interest on the 2020 Bonds.

In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations, judicial decisions and rulings, interest on the 2020 Bonds (including any original issue discount properly allocable to the owner thereof) is excluded from gross income for purposes of federal income taxation. Interest on the 2020 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax.

Except as described above, Bond Counsel will express no opinion regarding other federal income tax consequences resulting from the ownership of, receipt or  accrual  of  interest  on,  or  disposition  of  2020  Bonds. Prospective purchasers of 2020 Bonds should be aware that the ownership of 2020 Bonds may result in collateral federal income tax consequences, including(i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry 2020 Bonds; (ii) the reduction of the loss reservededuction for property and casualty insurance companies by fifteen percent (15%) of certain items, including interest on 2020 Bonds; (iii) the inclusion of interest on 2020 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of the branchprofits tax; (iv) theinclusion of interest on 2020Bonds in passive income subject to federal income taxation of certain Subchapter Scorporations with Subchapter C earnings and profits at the closeof the taxable year; and (v) the inclusion of interest on 2020 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining whether such benefits are included in gross income for federal income tax purposes.

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As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations and covenants made on behalf of the District, certificates of appropriate officers and certificates of public officials (including certifications as to the use of proceeds of the 2020 Bonds and of the property financed or refinanced thereby), without undertaking to verify the same by independent investigation.

PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE 2020 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDOWNERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES  DESCRIBED  ABOVE.  PROSPECTIVE  BONDOWNERS  SHOULD  CONSULT  WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.

Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the 2020 Bonds is subject to information reporting to the Internal Revenue Service Interest paid on tax-exempt bonds such as the 2020 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the 2020 Bonds  from  gross  income  for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non- corporate owners of 2020 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the 2020Bonds andproceeds from the saleof 2020 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of 2020 Bonds. This withholding generally applies if the owner of 2020 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnishedthe payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the 2020 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.

Other Tax Matters Relating to the 2020 Bonds
During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the 2020 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the 2020 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the 2020 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the 2020 Bonds. Prospective purchasers of the 2020 Bonds should consult their own tax advisors as to the tax consequences of owning the 2020 Bonds in their particular state or local jurisdiction and regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

On February 22, 2016, the Internal Revenue Service ("IRS") issued a notice of proposed rulemaking containing proposed regulations (the "Proposed Regulations") that provide guidance as to the definition of a political subdivisionfor purposes of the rules for tax-exempt bonds. If adopted, the Proposed Regulations would have affected certain State and local governments that issue tax-exempt bonds, including community development districts such as the District. However, on July 24, 2017, in response to Executive Order 13789 issued by President Trump (the "Executive Order"), the Secretary of the Treasury (the "Secretary") identified the Proposed Regulations among a list of eight regulations that (i) impose an undue financial burden on U.S. taxpayers; (ii) add undue complexity to the federal tax laws; or (iii) exceed the statutory authority of the IRS. On October 2, 2017, in his Second Report to the President on Identifying and Reducing Tax Regulatory Burdens, the Secretary reported that Treasury and the IRS believe that the Proposed Regulations should be withdrawn in their entirety, and the Treasury Department and the IRS withdrew the Proposed Regulations on October 20, 2017. The Secretary further provided that Treasury and the IRS will continue to study the legal issues relating to political subdivisions and may propose more targeted guidance in the future.

Because the Proposed Regulations have been withdrawn, it is not possible to determine the extent to which all or a portion of the discussion herein regarding the Villages and the Villages TAM (each as defined below) may

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continue to be applicable in the absence of further guidance from the IRS. Bond Counsel will render its opinion regarding the exclusion from gross income of interest on the 2020 Bonds as described below.

On May 30, 2013, the IRS delivered to Village Center CDD, a Florida special district established under Chapter 190, Florida Statutes, a private ruling, called a technical advice memorandum (the "Villages TAM"), in connection with the examination by the IRS of bonds issued by the Village Center CDD (the "Audited Bonds"). The Villages TAM concluded that, despite having certain eminent domain powers, the Village Center CDD is not a political subdivision permitted to issue tax-exempt bonds based on a number of facts including that its governing board is elected by a small group of landowners, and that it "was organized and operated to perpetuate private control and avoid indefinitely responsibility to a public electorate, either directly or through another elected state or local governmental body."

The Villages TAM, as a private, non-precedential, ruling, binds only the IRS and the Village Center CDD, and only in connection with the Audited Bonds. Moreover, the cited legal basis for the Villages TAM is extremely limited, and, therefore, the value of the Villages TAM as guidance is also limited. Nonetheless, the breadth and force of the language used in the Villages TAM may reflect the disfavor of the IRS toward governmental entities with governingboards elected by landowners, and this position may lead the enforcement branch of the IRS to select bonds of other issuers with landowner-controlled boards for examination.

In July 2016, the IRS closed the examination of the Audited Bonds with no change to their tax-exempt status. Although the audit was closed with no adverse impact on the Audited Bonds, the IRS's motivations and rationalefor closing the examination areunknown. The Village Center CDD refundedthe Audited Bonds with taxable bonds in 2014.

Like the board of the Village Center CDD, the Board of Supervisors of the District is necessarily elected by the landowners in the District since there is not yet enough electors residing within the District. The Act by which the District is governed, delegatesto the District certaintraditional sovereign powers including, but not limited to, eminent domain, ad valorem taxation and regulatory authority over rates, fees and charges for district facilities. On the basis of the Act and certain representations by the District forming a part of the District's tax certificate as to its reasonable expectations of transition to a resident-elected Board of Supervisors, it does not appear from the facts and circumstances that the District was organized to avoid indefinitely responsibility to a public electorate. On the basis of the foregoing and other factors, Bond Counsel has concluded that under current law the District is a political subdivision for purposes of Section 103 of the Code, notwithstanding that its Board of Supervisors is temporarily elected by landowners. Bond counsel intends to deliver its unqualified approving opinion in the form attached hereto as "APPENDIX C: FORM OF OPINION OF BOND COUNSEL."

The release of the Villages TAM may cause an increased risk of examination of the 2020 Bonds. Owners of the 2020 Bonds are advised that if the IRS does audit the 2020 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the owners of the 2020 Bonds may have limited rights to participate in such procedure. The Indenture does not provide for any adjustment to the interest rates borne by the 2020 Bonds in the event of a change in the tax-exempt status of the 2020 Bonds. The commencement of an audit or an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2020 Bonds could adversely impact both liquidity and pricing of the 2020 Bonds in the secondary market.

Tax Treatment of the Original Issue Discount
Under the Code, the difference between the maturity amount of the 2020 Bonds maturing on May 1, __ , May 1, ____ and May 1,        (each a "Discount Bond"), and the initial offering price to the public, excluding bond
houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of the Discount Bond was sold is "original issue discount." Original issue discount will accrue over the term of the Discount Bond at a constant interest rate compounded periodically. A purchaser who acquires the Discount Bond in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds the Discount Bond, and will increase his or her adjusted basis in the Discount Bond by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bond. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bond which are not purchased in the initial offeringat the initial offeringprice may be determined accordingto rules which differ from those above. Bondowners of the Discount Bondshould consult their own taxadvisors with respect to the precise determination forfederal income
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tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bond and with respect to the state and local tax consequences of owning and disposing of the Discount Bond.

AGREEMENT BY  THE STATE
Under the Act, the State pledges to the holders of any obligations issued thereunder, including the 2020 Bonds, that it will not limit or alter the rights of the District to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the Act and to fulfill the terms of any agreement made with the holders of such 2020 Bonds and that it will not in any way impair the rights or remedies of such holders.
LEGALITY FOR INVESTMENT
The Act provides that the 2020 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipalityor other political subdivision of the State, and constitute securities which may be deposited by banks or trust companies as securityfor deposits of state, county, municipal or other public funds, or by insurance companies as required for voluntary statutory deposits.

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Rule 69W-400.003, Rules of Government Securitiesunder Section 517.051(1), Florida Statutes, promulgated by the Florida Department of Financial Services, Office of Financial Regulation, Division of Securities and Finance ("Rule 69W-400.003"), requires the District to disclose each and every default as to the payment of principal and interest with respect to obligations issued or guaranteed by the District after December 31, 1975. Rule 69W-400.003 further provides, however, that if the District, in good faith, believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The District is not and has not since December 31, 1975 been in default as to principal and interest on its bonds or other debt obligations.

CONTINUING DISCLOSURE
In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "SEC Rule"), the District, the Developer and PFM Group Consulting, LLC, as dissemination agent (the "Dissemination Agent") will enter into a Continuing Disclosure Agreement (the "District/Developer Disclosure Agreement"), the form of which is attached hereto as APPENDIX D. Pursuant to the District/Developer Disclosure Agreement, the District has covenanted for the benefit of Bondholders to provide to the Dissemination Agent certain financial information and operating data relating to the District and the 2020 Bonds in each year (the "District Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant by the District shall only apply so long as the 2020 Bonds remain outstanding under the Indenture.

Pursuant to the District/Developer Disclosure Agreement, the Developer has covenanted for the benefit of Bondholders to provide to the District and the Dissemination Agent certain financial information and operating data relating to the Developer and the Development and the properties subject to the Series 2020 Assessments (the "Developer Report"). Such covenant by the Developer will apply only until the earlier to occur of (x) the payment and redemption of the 2020 Bonds, or (y) the Developer is no longer an Obligated Person.
The District Annual Report and the Developer Report (together, the "Reports") will each be filed by the Dissemination Agent with the Municipal Securities Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the District/Developer Disclosure Agreement attached hereto as APPENDIX D. The notices of material events will also be filed by the District with EMMA. The specific nature of the information to be contained in the Reports and the notices of material events are described in APPENDIX D. The District/Developer Disclosure Agreement will be executed by the applicable parties at the time of issuance of the 2020 Bonds. The foregoing covenants have been made in order to assist the Underwriter in complying with the SEC Rule.
With respect to the 2020 Bonds, no parties other than the District or the Developer are obligated to provide any continuing disclosure information with respect to the SEC Rule.
The District has previously entered into continuing disclosure undertakings as required by the SEC Rule with respect to other bond issuances. Over the past five years, the District failed to make timely filings of certain reports

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and/or notices as required by such continuing disclosure undertakings and some of such untimely filings were not separately reported as listed events.
The Developer previously entered into continuing disclosure obligations pursuant to the Rule in connection with other offerings of community development district bonds in the State. A review of filings made pursuant to such prior undertakings indicates that certain filings required to be made by the Developer were either not filed or not timely filed and that notices of such missed and late filings were not always provided.
FINANCIAL STATEMENTS
The audited financial statements of the Issuer for the fiscal year ended September 30, 2018 are included as APPENDIX F hereto. Such audited financial statements, including the auditor's report thereon, have been included as APPENDIX F hereto as public documents and the consent of the auditors to include such document was not requested.
ENFORCEABILITY OF REMEDIES
The remedies available to the Owners of the 2020 Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the 2020 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2020 Bonds will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.

LITIGATION
The District. There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the 2020 Bonds, or in any way contesting or affecting the validity of the 2020 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the 2020 Bonds, or the existence or powers of the District.
The Developer. There is no litigation pending, or to the knowledge of the Developer, threatened against the Developer that could in any way affect the development to be undertaken by the Developer as described herein.
SMR. There is no litigation pending, or to the knowledge of SMR, threatened against SMR that could in any way affect the development of Lakewood Ranch as described herein.
NO RATING OR CREDIT ENHANCEMENT
The 2020 Bonds are neither rated nor credit enhanced. No application for a rating or credit enhancement with respect to the 2020 Bonds was made.
UNDERWRITING
The Underwriter hasagreed, pursuant to a contract entered into with the District, subject to certainconditions, to purchase the 2020 Bonds from the District at an aggregate purchase price of $_ 		(representing the par amount of the 2020 Bonds of $_ 	, and less an Underwriter's discount of $_ 	_ and less original issue discount of $	 ). See "ESTIMATED SOURCES AND USES OF PROCEEDS" herein. The Underwriter's
obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all the 2020 Bonds if any are purchased.
The Underwriter intends to offer the 2020 Bonds at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Underwriter may offer and sell the 2020 Bonds to certain dealers (including dealers depositing the 2020 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter.

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DISCLOSURE OF MULTIPLE ROLES
Bondholders should note that PFM Group Consulting, LLC is acting in the capacities of District Manager responsible for the administrative operations of the District and is serving as Dissemination Agent for purposes of the SEC Rule. PFM Financial Advisors LLC is serving as the methodology consultant responsible for the Assessment Methodology Reports attached hereto as "APPENDIX E – ASSESSMENT METHODOLOGY REPORTS" and as  the District's Municipal Advisor.
EXPERTS
The references herein to Stantec Consulting Services Inc., as the District Engineer and Waldrop Engineering,
P.A. as the District Project Engineer and the inclusion of "APPENDIX A – ENGINEER'S REPORT" prepared by Waldrop Engineering, P.A. attached hereto, have been approved by said firms. The Engineer's Report should be read in its entirety for complete information with respect to the subjects discussed therein. PFM Financial Advisors, LLC has prepared the Assessment Methodology Reports set forth in APPENDIX E hereto and such appendix should be read in its entirety for complete information with respect to the subjects discussed therein.
CONTINGENT FEES
Bond Counsel, the Underwriter and Counsel to the Underwriter will receive fees for services rendered in connection with the issuance of the Bonds, which fees are contingent upon such issuance.
LEGAL MATTERS
Certain legal matters related to the authorization, sale and delivery of the 2020 Bonds are subject to the approval of Bryant Miller Olive P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel Akerman LLP, Orlando, Florida. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams, P.A., Tallahassee, Florida. Certain legal matters will be passed upon for the Trusteeby Holland & Knight, LLP, Miami, Florida. Certain legal matterswill be passed uponfor the Developer by J. Wayne Crosby, P.A., Winter Park, Florida.
Bond Counsel'sopinions included hereinare based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date hereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinions.

MUNICIPAL ADVISOR
PFM Financial Advisors LLC is serving as the District's Independent Registered Municipal Advisor in connection with the issuance of the 2020 Bonds.
VALIDATION
On December 20, 2005, the Circuit Court in and for Manatee and Sarasota Counties, Florida validated the issuance by the District of not exceeding $4 billion in principal amount of its special assessment revenue bonds. The appeal period from such final judgment has expired with no appeal having been filed. The Bonds are included within the validated amount.

MISCELLANEOUS
Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.
The references herein to the 2020 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions.

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This Limited Offering Memorandum has been prepared in connection with the sale of the 2020 Bonds and may not be reproduced or used, as a whole or in part, for any purpose. This Limited Offering Memorandum is not to be construed as a contact with the purchaser or the Owner or Beneficial Owners of any of the 2020 Bonds.
This Limited Offering Memorandum has been duly authorized, executed and delivered by the District.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:

Chair, Board of Supervisors

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APPENDIX A ENGINEER'S REPORT

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APPENDIX B INDENTURE

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APPENDIX C

FORM OF OPINION OF BOND COUNSEL

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APPENDIX D

FORM OF CONTINUING DISCLOSURE AGREEMENT

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APPENDIX E

ASSESSMENT METHODOLOGY REPORTS

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APPENDIX F

AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE YEAR ENDED SEPTEMBER 30, 2019

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EXHIBIT D

FORM OF CONTINUING DISCLOSURE AGREEMENT

CONTINUING DISCLOSURE AGREEMENT

This CONTINUING DISCLOSURE AGREEMENT (the “Disclosure Agreement”) dated September , 2020 is executed and delivered by the LAKEWOOD RANCH STEWARDSHIP DISTRICT (the “District” or the “Issuer”), TAYLOR MORRISON OF FLORIDA, INC., a Florida corporation (the “Landowner”) and joined in by the Disclosure Representative and the Trustee (as such terms are herein defined), in connection with the issuance
of $ 	Lakewood Ranch Stewardship District Special Assessment Revenue  Bonds,
Series 2020 (Azario Project) (the “Bonds”). The Bonds are being issued pursuant to a Master Trust Indenture dated as of September 1, 2005, as supplemented by a Twenty-Eighth Supplemental Trust Indenture dated as of September 1, 2020 (collectively, the “Indenture”), each between the District and U.S. Bank National Association, as trustee (the “Trustee”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises and other considerations contained herein, the District and the Landowner covenant and agree as follows:

Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the District and the Landowner for the benefit of the Owners of the Bonds and to assist the Participating Underwriter of the Bonds in complying with the applicable provisions of Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended from time to time (the “Rule”). The District and the Landowner understand and acknowledge that the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction or a governmental regulatory agency that the Rule requires the District or the Landowner to provide additional information, the District and the Landowner, as applicable, agree to promptly provide such additional information.

The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the District, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the District, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.

Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

“Annual Filing Date” means the date set forth in Section 4(a) hereof by which the Annual Report is to be filed with the MSRB.

“Annual Financial Information” means annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 3(a) of this Disclosure Agreement.

“Annual Report” shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

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“Series 2020 Assessments” shall mean the non ad valorem special assessments pledged to the payment of the Bonds pursuant to the Indenture.

“Audited Financial Statements” means the financial statements (if any) of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i)(B) of the Rule and specified in Section 3(a) of this Disclosure Agreement.

“Azario Lakewood Ranch” shall mean Azario Lakewood Ranch as described in the Limited Offering Memorandum.

“Beneficial Owners” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) is treated as the owner of any Bond for federal income tax purposes.

“Business Day” means a day other than (a) a Saturday, Sunday or day on which banks located in the city in which the designated corporate trust office of the Trustee and Paying Agent is located are required or authorized by law or executive order to close for business and (b) a day on which the New York Stock Exchange is closed.

“Disclosure Representative” shall mean (i) as to the District, the District Manager or its designee, or such other person as the District shall appoint from time to time, with notice to the Dissemination Agent, as the person responsible for providing information to the Dissemination Agent; and (ii) as to any entity other than the District while it is an Obligated Person, the individual executing this Disclosure Agreement on behalf of such entity or such person(s) as such entity shall designate in writing to the Dissemination Agent from time to time as the person(s) responsible for providing information to the Dissemination Agent

“Dissemination Agent” shall mean PFM Group Consulting LLC, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent appointed by the District.

“District Manager” shall mean the person or entity serving as District Manager from time to time.

“EMMA” means the Electronic Municipal Market Access system as described in 1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule and accessible through its web portal located at http://emma.msrb.org.

"Financial Obligation" means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

“Fiscal Year” shall mean the period commencing on October 1 and  ending  on September 30 of the next succeeding year, or such other period of time provided by applicable law.

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“Limited Offering Memorandum” shall mean the Limited Offering Memorandum dated
 	, 2020 prepared in connection with the issuance of the Bonds.

“Listed Event” shall mean any of the events listed in Section 7(a) of this Disclosure Agreement.

“MSRB” shall mean the Municipal Securities Rulemaking Board. “MSRB Website” shall mean www.emma.msrb.org.
“Obligated Person(s)” shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds, other than providers of municipal bond insurance, letters of credit, or other liquidity facilities which person(s) shall include the District and the Landowner or any other landowner in the District, while the Landowner or such other landowner is the owner of lands within the District responsible for payment of at least twenty percent (20%) of the Series 2020 Assessments.

“Owners” shall have the meaning ascribed thereto in the Indenture with respect to the Bonds and shall include beneficial owners of the Bonds, including those that have the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or are treated as the owner of any Bonds for federal income tax purposes.

“Participating Underwriter” shall mean MBS Capital Markets, LLC, in its capacity as the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.

“Quarterly Report” shall mean any Quarterly Report provided by the Landowner, its successors or assigns or any other Obligated Person other than the District and as described in, Sections 5 and 6 of this Disclosure Agreement.

“Repository” shall mean each entity authorized and approved by the SEC from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the SEC may be found by visiting the SEC’s website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through its (“EMMA”) web portal at “http://emma.msrb.org.”

“State” shall mean the State of Florida.

“2020 Project” shall mean the public improvements and other capital assets acquired and constructed with proceeds of the Bonds.

Content of Annual Reports.

The District’s Annual Report shall contain or incorporate by reference Annual Financial Information with respect to the District which includes:

Fiscal Year.

(i)	The amount of Series 2020 Assessments levied for the most recent

The amount of Series 2020 Assessments collected from property

owners during the most recent Fiscal Year.

If available, the amount of Series 2020 Assessment delinquencies greater than 150 days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of Series 2020 Assessments due in any year, a list of delinquent property owners.

If available, the amount of tax certificates sold for lands within the District, subject to the Series 2020 Assessments, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year.

The balances in all funds, accounts and subaccounts for the Bonds. If requested by the Owners, the District shall provide any Owners and the Dissemination Agent with this information more frequently than annually and within thirty (30) days of the written request of the Owners.

The total amount of Bonds Outstanding.

The amount of principal and interest due on the Bonds in the current
Fiscal Year.

The most recent Audited Financial Statements of the District.

Any amendment or waiver of the provisions hereof as described in
Section 11 hereof.

To the extent any of the items set forth in subsections (i) through (vii) above are included in the Audited Financial Statements referred to in subsection (viii) above, they do not have to be separately set forth. Any or all of the items listed above may be incorporated by reference from other documents, including offering documents of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the SEC. If the document incorporated by reference is a final offering document, it must be available from the MSRB or EMMA. The District shall clearly identify each such other document so incorporated by reference.

(b) Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

Provision of Annual Reports.

Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than May 1 after the close of the Issuer’s Fiscal Year, commencing with the Fiscal Year ended September 30, 2020 in an electronic format as prescribed by a Repository. The Annual Report may be submitted as a single document or as separate

documents comprising a package, and may cross-reference other information as provided in Section 3(a) of this Disclosure Agreement; provided that the Audited Financial Statements of the District may be submitted separately from the balance of the Annual Report, and may be submitted up to, but no later than, two hundred and seventy (270) days after the close of the District’s Fiscal Year or consistent with Florida law as amended from time to time. If applicable law changes the Issuer’s Fiscal Year from the period commencing on October 1 and ending on September 30 of the next succeeding year, the Issuer shall cause the Dissemination Agent to give notice of such change in the same manner as for a Listed Event under Section 7(a). Dissemination Agent shall file the Annual Report and the Audited Financial Statements with each Repository within thirty
(30) days of their receipt.

If on the fifteenth (15th) day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Disclosure Representative of the District by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 4(a) above. Upon such reminder, the Disclosure Representative of the District, shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report in accordance with Section 4(a) above, or (ii) instruct the Dissemination Agent in writing that the Issuer, will not be able to file the Annual Report within the time required under the Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 7(a)(xv) has occurred and to immediately send a notice to any Repository in electronic format as required by such Repository in substantially the form attached as Exhibit A hereto.

The Dissemination Agent shall:

determine each year prior to the date for providing the Annual Report the name and address of any Repository; and

promptly upon fulfilling its obligations under subsection (b) above, file a notice with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, state the date(s) it was provided and listing any Repository to which it was provided.

Content of Quarterly Reports.

The Landowner, until its obligations hereunder have been terminated pursuant to Section 9 hereof, shall prepare a Quarterly Report no later than thirty (30) days after the end of each calendar quarter commencing, December 31, 2020; provided, however, that so long as Landowner is a reporting company, such thirty (30) days shall be extended to the date of filing of its respective 10K or 10Q if later, as the case may be (each, a “Quarterly Receipt Date”).

Each Quarterly Report shall also address the following information if such information is not otherwise provided pursuant to subsection (c) of this Section 5:

Status of the development of the infrastructure and improvement described in the Limited Offering Memorandum under the heading "THE DEVELOPMENT - General".

The number of single-family homes planned subject to the Series 2020 Assessments.

The number of single-family units sold to end users subject to the Series 2020 Assessments.

The number of multi-family homes planned subject to the Series 2020 Assessments.

The number of multi-family units sold to end users subject to the Series 2020 Assessments.

The estimated date of complete build-out of residential units subject to the Series 2020 Assessments.

Any bulk sale of the land subject to the Series 2020 Assessments other than as contemplated by the Limited Offering Memorandum.

The status of development approvals for the infrastructure described in the Limited Offering Memorandum under the heading "THE DEVELOPMENT – Zoning and Permitting".

Materially adverse changes or determinations to permits/approvals for Azario Lakewood Ranch which necessitate changes to the land-use or other plans for Azario Lakewood Ranch.

Updated plan of finance (i.e., status of any credit enhancement, issuance of additional bonds to complete project, mortgage debt, etc.).

Any event that would have a material adverse impact on the implementation of Azario Lakewood Ranch as described in the Limited Offering Memorandum or on the ability to undertake the development of Azario Lakewood Ranch as described in the Limited Offering Memorandum.

Any amendment or waiver of the provisions hereof pursuant to Section 11 hereof.

Any of the items listed in subsection (b) above may be incorporated by reference from other documents which have been submitted to each of the Repositories or the SEC. The Landowner shall clearly identify each other document so incorporated by reference.

If the Landowner sells, assigns or otherwise transfers ownership of real property in the Azario Lakewood Ranch subject to the Series 2020 Assessments to a third party, which will in turn be an Obligated Person for purposes of the Disclosure Agreement as a result thereof (a “Transfer”), the Landowner hereby agrees to require such third party to comply with the disclosure obligations of the Landowner hereunder for so long as such third party is an Obligated Person hereunder, to the same extent as if such third party were a party to this Disclosure

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Agreement. The Landowner involved in such Transfer shall promptly notify the District and the Dissemination Agent in writing of the Transfer. For purposes of Sections 5, 6 and 9 hereof, the term “Landowner” shall be deemed to include any third party that becomes an Obligated Person hereunder as a result of a Transfer. In the event that the Landowner remains an Obligated Person hereunder following any Transfer, nothing herein shall be construed to relieve the Landowner from their obligations hereunder.

Provision of Quarterly Reports.

The Landowner shall provide a Quarterly Report which contains the information in Sections 5(b) and (c) of this Disclosure Agreement to the Dissemination Agent no later than the Quarterly Receipt Date for such Quarterly Report. Within thirty (30) days of the Quarterly Receipt Date, the Dissemination Agent shall file the Quarterly Report provided to it by the Landowner with each Repository (the “Quarterly Filing Date”).

If on the seventh (7th) day prior to each Quarterly Receipt Date the Dissemination Agent has not received a copy of the Quarterly Report due on such Quarterly Receipt Date, the Dissemination Agent shall contact the Landowner by telephone and in writing (which may be by e-mail) to remind the Landowner of its undertaking to provide the Quarterly Report pursuant to Sections 5 and 6. Upon such reminder, the Landowner shall either (i) provide the Dissemination Agent with an electronic copy of the Quarterly Report in accordance with Section 6(a) above, or (ii) instruct the Dissemination Agent in writing that the Landowner will not be able to file the Quarterly Report within the time required under this Disclosure Agreement and state the date by which such Landowner Report will be provided.

If the Dissemination Agent has not received a Quarterly Report that contains, at a minimum, the information in Section 5(b) of this Disclosure Agreement by 12:00 noon on the first business day following each Quarterly Receipt Date, a Listed Event described in Section 7(a)(xv) shall have occurred and the District and the Landowner hereby direct the Dissemination Agent to send a notice to each Repository in substantially the form attached as Exhibit A hereto, with a copy to the District. The Dissemination Agent shall file such notice no later than thirty (30) days following the applicable Quarterly Receipt Date.

The Dissemination Agent shall:

determine prior to each Quarterly Filing Date the name and address of each Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Landowner and the District stating that the Quarterly Report has been provided pursuant to this Disclosure Agreement and stating the date(s) it was provided.

Reporting of Significant Events.

Pursuant to the provisions of this Section 7, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to

file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after the occurrence of the event, with the exception of the event described in number (xv) or (xvi) below, which notice shall be given in a timely manner:

Principal and interest payment delinquencies on the Bonds;

Non-payment related defaults, if material;

Unscheduled draws on debt service reserves reflecting financial

difficulties; difficulties*; perform*;

Unscheduled draws on credit enhancements reflecting financial

Substitution of credit or liquidity providers, or their failure to

Adverse tax opinions or the issuance by the Internal Revenue

Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

Modifications to rights of Bond holders, if material;

Bond calls, if material, and tender offers;

Defeasances;

Release, Substitution, or sale of property securing repayment of the Bonds, if material;

Any Rating Changes.**

Bankruptcy, insolvency, receivership or similar event of any Obligated Person. For the purposes of event (xii), the event is considered to occur when any of the following occur: The appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person.

* Note: There are currently no credit or liquidity providers for the Bonds.
** Note: The Bonds are not rated.

Appointment of a successor or additional Trustee or the change of name of the Trustee, if material.

The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of an Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

Failure to provide any Annual Report or Quarterly Report as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Section 4(a) or Section 5(b) of this Disclosure Agreement, respectively;

Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;

Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;

Any amendment to the accounting principles to be followed by the District in preparing its financial statements.

Each Obligated Person shall notify the Issuer of the occurrence of a Listed Event described in Sections 7(a)(x), (xii), (xiv), (xv), (xvi) or (xvii) above as to such Obligated Person within five (5) Business Days after the occurrence of the Listed Event so as to enable the Issuer to comply with its obligations under this Section 7.

Identifying Information. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Agreement to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to:

the category of information being provided;

the period covered by any annual financial information, financial statement or other financial information or operation data;

the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate);

the name of any Obligated Person other than the Issuer;

the name and date of the document being submitted; and

contact information for the submitter.

Termination of Disclosure Agreement. The Issuer’s obligation under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. The Landowner’s obligations hereunder shall terminate at the earlier of the legal defeasance, prior redemption or payment in full of the Bonds or such time as it is no longer an Obligated Person. If such termination occurs prior to the final maturity of the Bonds, the Landowner shall give notice of such termination in the same manner as for a Listed Event under Section 7.

Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under the Disclosure Agreement, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent shall be PFM Group Consulting LLC. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer, the Landowner and the Dissemination Agent may amend this Disclosure Agreement or any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:

If the amendment or waiver relates to the provisions of Section 3(a), 4, 5, 6 or 7(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer and/or the Landowner, or the type of business conducted;

The undertaking, as amended or taking into account such waiver, would in the opinion of counsel to the District expert in federal securities laws, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interest of the holders or Beneficial Owners of the Bonds.

Notwithstanding the foregoing, the Issuer, the Landowner and the Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer and the Landowner, as applicable, shall describe such amendment in its next Annual Report or Quarterly Report, as applicable, and shall include, as

applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer or the Landowner, as applicable. In addition, if the amendment relates to the accounting principles to be followed by the District in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Notwithstanding the above provisions of this Section 11, the District may amend this Disclosure Agreement in accordance with this Section 11 without the consent of the Landowner, provided that no amendment to the provisions of Sections 5 and 6 hereof may be made without the consent of the Landowner as long as the Landowner is an Obligated Person.

Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer or the Landowner from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a potential material event, in addition to that which is required by this Disclosure Agreement. If the Issuer or the Landowner chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by the Disclosure Agreement, the Issuer or the Landowner shall have no obligation under the Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Default. In the event of a failure of the Issuer, the Landowner, the Disclosure Representative of the District, the Disclosure Representative of the Landowner or a Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Holders of more than 50% aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any Beneficial Owner of a Bond may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, the Landowner, the Disclosure Representative, of the District, the Disclosure Representative of the Landowner or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. No default hereunder shall be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Landowner, the Disclosure Representative of the District, the Disclosure Representative of the Landowner or a Dissemination Agent, to comply with the Disclosure Agreement shall be an action to compel performance.

Duties of Issuer, Landowner and Dissemination Agent. The District and the Landowner each represent and warrant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for

the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District and the Landowner each acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, the Landowner, and others. The Dissemination Agent’s duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, the Landowner, or others as thereafter disseminated by the Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. Notwithstanding anything to the contrary herein, the District shall have no responsibility for any information provided by the Landowner or others in connection with the Quarterly Reports or to cause the Quarterly Reports to be provided by the Landowner.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Landowner, the Dissemination Agent, the Participating Underwriter, the Trustee and Beneficial Owners, of the Bonds, and shall create no rights in any other person or entity.

Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida and Federal law and venue shall be in any State or Federal Court having jurisdiction in Manatee County, Florida.

Dissemination Agent’s Right to Information. The Issuer and the Landowner, respectively agree that the Dissemination Agent is a bona fide agent of the Issuer and the Landowner and may receive, on a timely basis, any information or reports it requests that the Issuer and the Landowner are required to provide hereunder.

Binding Effect. This Disclosure Agreement shall be binding upon each party and upon each successor and assignee of each party and shall inure to the benefit of and be enforceable by, each party and each successor and assignee of each party.

SIGNATURE PAGE FOR CONTINUING DISCLOSURE AGREEMENT
(Lakewood Ranch Stewardship District)

IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above.

ATTEST:

Secretary	LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:
Vice Chair, Board of Supervisors	
CONSENTED TO AND AGREED TO BY:
PFM GROUP CONSULTING LLC, as
Disclosure Representative

By:
Title: Authorized Officer	TAYLOR MORRISON OF FLORIDA,
INC., a Florida corporation

By:
Name:	 Title:	
	
Acknowledged and agreed to for purposes of Section 13 only:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
Title: Vice President	
	PFM GROUP CONSULTING LLC, as
Dissemination Agent

By:
Title: Authorized Officer	

EXHIBIT A

NOTICE TO REPOSITORIES
OF FAILURE TO FILE [ANNUAL][QUARTERLY] REPORT
Name of Issuer:	Lakewood Ranch Stewardship District Obligated Person(s):	Lakewood Ranch Stewardship District
Taylor Morrison of Florida, Inc. ("Landowner")

Name of Bond Issue:	$	Lakewood Ranch Stewardship District Special Assessment

Revenue Bonds, Series 2020 (Azario Project)

Date of Issuance:	September	, 2020

NOTICE IS HEREBY GIVEN that the [District][Landowner] has not provided an [Annual][Quarterly] Report with respect to the above-named Bonds as required by [Section 4][Section 6] of the Continuing Disclosure Agreement dated September , 2020, among the District, the Landowner, the Dissemination Agent and the Trustee named therein. The [District][Landowner] has advised the undersigned that it anticipates that the [Annual Report][Quarterly] will be filed by 	, 20 .

Dated:  	

 	, as Dissemination Agent, on behalf of the Issuer

cc:	Issuer
Obligated Person(s)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Agreement between the District and Irrigation Design Associates, Inc.

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Draw Requests

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Compilation Report

LIABILITIES AND FUND BALANCES

Lakewood Ranch Stewardship District
Statements of Assets, Liabilities and Fund Balances - Modified Cash Basis June 30, 2020

Current Month	Prior Month	Variance

	ASSETS		
Current Assets
Cash-Operating Account	
$	364,303	
$	
829,732	
(465,429)	
Due from Land Owner	0		516,157	(516,157)	
Utilities Deposits	700		700	0	
Total Assets	$	365,003	$	1,346,589	(981,586)	

Current Liabilities
Accounts Payable	
$	207,492	
$	246,766	
(39,274)	
Northern Trust Credit Card	0	1,970	(1,970)	
Total Current Liabilities	207,492	248,736	(41,244)	
Fund Balance
Retained Earnings - Prior Year	
17,722	
17,722	
0	
Surplus (Deficit) for the Period	139,789	1,080,131	(940,342)	
Total Fund Balance	157,511	1,097,853	(940,342)	
Total Liabilities & Fund Balance	$	365,003	$	1,346,589	(981,586)	

Lakewood Ranch Stewardship District

Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis For the Nine Months Ended June 30, 2020

Full Year
Budget	Current
Actual	Current
Budget	Current
Variance	Y-T-D
Actual	Y-T-D
Budget	Y-T-D
Variance	
.	SOURCES OF FUNDS						
641,172	Assessments - NE	$	13,343	$	53,431	(40,088)	$	966,839	$	480,879	485,960	
1,852,414	Assessments - Northwest	10,353	154,368	(144,015)	1,709,381	1,389,311	320,070	
1,611,033	Assessments - Southeast	14,052	134,253	(120,201)	1,512,616	1,208,275	304,341	
408,258	Assessments - Sarasota	0	34,022	(34,022)	436,383	306,194	130,189	
3,061,057	Landowner Contributions	(516,157)	255,088	(771,245)	90,580	2,295,792	(2,205,212)	
1,000	Other Revenue	20	83	(63)	20	750	(730)	
7,574,934	Total - Sources of Funds	(478,389)	631,245	(1,109,634)	4,715,819	5,681,201	(965,382)	

.
.
8,000	
USES OF FUNDS
GENERAL AND ADMINISTRATIVE
Insurance	0	

667	

667	

7,500	

6,000	

(1,500)	
15,000	Meeting Advertising	1,908	1,250	(658)	6,178	11,250	5,072	
70,000	Engineering	16,626	5,833	(10,793)	78,968	52,500	(26,468)	
30,000	Bond Agent Fees	0	2,500	2,500	16,547	22,500	5,953	
100,000	Legal Fees	40,548	8,333	(32,215)	64,592	75,000	10,408	
32,000	Accounting	0	2,667	2,667	21,145	24,000	2,855	
150,000	Lien Book and Tax Roll	0	12,500	12,500	93,750	112,500	18,750	
17,000	Annual Audit	0	1,417	1,417	15,000	12,750	(2,250)	
100,000	Trustee	0	8,333	8,333	78,378	75,000	(3,378)	
108,000	Manager	11,083	9,000	(2,083)	87,852	81,000	(6,852)	
1,500	Postage	0	125	125	1,649	1,125	(524)	
1,500	Printing and Reproduction	0	125	125	0	1,125	1,125	
0	Office Supplies	0	0	0	323	0	(323)	
3,810	Other Current Charges	0	318	318	755	2,858	2,103	
22,000	Dues, Licenses & Subscritions	300	1,833	1,533	300	16,500	16,200	
658,810	Total General & Administrative	70,465	54,901	(15,564)	472,937	494,108	21,171	

.
152,578	
RESERVES
Reserves	0	

12,715	

12,715	

0	

114,433	

114,433	
152,578	Total Reserves	0	12,715	12,715	0	114,433	114,433	
.	MAINTENANCE						
300,000	Maintenance Management Fee	25,000	25,000	0	225,000	225,000	0	
383,400	General & Park Maintenance	33,612	31,951	(1,661)	315,552	287,550	(28,002)	
96,240	Community Service Admin Fee	0	8,020	8,020	0	72,180	72,180	
3,626,087	Contracted Landscape & Irrigation	185,209	302,175	116,966	1,847,363	2,719,565	872,202	
901,000	Non-Contracted Landscape & Irrig	58,046	75,082	17,036	670,614	675,750	5,136	
1,016,846	Irrigation for Master Landscaping	62,910	84,738	21,828	659,086	762,635	103,549	
241,500	Environmental	16,758	20,124	3,366	211,536	181,125	(30,411)	
55,273	Utilities	5,430	4,605	(825)	58,524	41,455	(17,069)	
143,200	Other Maintenance	4,526	11,934	7,408	115,418	107,400	(8,018)	

6,763,546	
Total - Maintenance	391,491	
563,629	
172,138	
4,103,093	
5,072,660	
969,567	

7,574,934	
Total Uses of Funds	461,956	
631,245	
169,289	
4,576,030	
5,681,201	
1,105,171	
0	Surplus (Deficit) for the Period	$	(940,345)	$	0	(940,345)	$	139,789	$	0	139,789	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures, and Fund Balances - Modified Cash Basis
NORTHEAST SECTOR
For the Nine Months Ended June 30, 2020

Full Year	Current	Current	Current	Y-T-D	Y-T-D	Y-T-D	
Budget	Actual	Budget	Variance	Actual	Budget	Variance	

.	MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS
24,740	Post Blvd & SR70 Intersection	$	2,062	$	2,062	0	$	19,333	$	18,555	(778)	
17,032	59th Ave-Lorraine to Post Blvd	500	1,419	919	3,062	12,774	9,712	
5,830	NE SR70 & Lorraine Rd Intersec	0	486	486	0	4,372	4,372	
173,473	Uihlein Road	11,737	14,456	2,719	121,788	130,105	8,317	
1,200	Lakebank and Swale Mowing	100	100	0	800	900	100	
92,000	Lorraine Corners	7,820	7,667	(153)	70,383	69,000	(1,383)	
50,000	Future Roads	1,800	4,167	2,367	49,042	37,500	(11,542)	
140,000	44th Ave from Lorraine to Bour	0	11,667	11,667	5,100	105,000	99,900	
40,000	Post Blvd. from 59th Ave to Ra	2,216	3,333	1,117	4,432	30,000	25,568	
70,910	Uihlein Rd.; 44th Ave. to SR64	0	5,909	5,909	0	53,182	53,182	
120,000	Rangeland Pkwy.; Uihlein Rd. t	3,555	10,000	6,445	10,664	90,000	79,336	
127,379	Bourneside Blvd.; SR70 to SR64	0	10,615	10,615	0	95,534	95,534	
84,000	Rangeland Pkwy.; Lorraine Rd.	6,749	7,000	251	31,586	63,000	31,414	
946,564	Total	36,539	78,881	42,342	316,190	709,922	393,732	

.	NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
46,000	Irrigation Repairs - NE	0	3,833	3,833	8,506	34,500	25,994	
40,000	Plant Replacement - NE	1,718	3,333	1,615	18,281	30,000	11,719	
34,000	Mulching - NE	0	2,833	2,833	12,513	25,500	12,987	
76,000	Tree Trimming	0	6,333	6,333	408	57,000	56,592	
6,000	Other Landscape Maintenance	0	500	500	12,916	4,500	(8,416)	
202,000	Total	1,718	16,832	15,114	52,624	151,500	98,876	
.	IRRIGATION FOR MASTER LANDSCAPING						
8,868	Irrigation-Mthly. Meter Charge	747	739	(8)	6,637	6,651	14	
150,000	Irrigation - Utilization - NE	9,403	12,500	3,097	99,259	112,500	13,241	
158,868	Total	10,150	13,239	3,089	105,896	119,151	13,255	
.	ENVIRONMENTAL						
16,000	Lake maint.-lakes outside comm	2,716	1,333	(1,383)	14,380	12,000	(2,380)	
800	Mitigation monitor. & maint-NE	0	67	67	0	600	600	
1,500	Littoral Shelf Plantings - NE	0	125	125	0	1,125	1,125	
12,000	Conservation areas - NE	3,025	1,000	(2,025)	9,050	9,000	(50)	
30,300	Total	5,741	2,525	(3,216)	23,430	22,725	(705)	
.	UTILITIES						
100	Manatee Co. Utilities	0	8	8	0	75	75	
1,273	Peace River Utilities	1,480	106	(1,374)	15,031	955	(14,076)	
1,373	Total	1,480	114	(1,366)	15,031	1,030	(14,001)	
.	OTHER MAINTENANCE						
12,000	Drainage Maintenance - NE	901	1,000	99	7,205	9,000	1,795	
10,000	Storm Clean-Up - NE	0	833	833	0	7,500	7,500	
0	Sanitary Sewer - NE	0	0	0	600	0	(600)	
3,200	Hardscapes - NE	0	267	267	644	2,400	1,756	
1,200	Miscellaneous Maintenance - NE	0	100	100	0	900	900	
26,400	Total	901	2,200	1,299	8,449	19,800	11,351	
1,365,505	TOTAL NORTHEAST SECTO	$	56,529	$	113,791	57,262	$	521,620	$	1,024,128	502,508	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures, and Fund Balances - Modified Cash Basis
NORTHWEST SECTOR
For the Nine Months Ended June 30, 2020

Full Year	Current	Current	Current	Y-T-D	Y-T-D	Y-T-D	
Budget	Actual	Budget	Variance	Actual	Budget	Variance	

.	MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS
96,000	WhiteEagle - SR70 to Rangeland	$	7,889	$	8,000	111	$	71,003	$	72,000	997	
68,000	Rangeland- LWRBlvd to WhiteEag	5,588	5,667	79	50,292	51,000	708	
37,000	Kent Lake & Lake Bank Maint	3,083	3,083	0	24,664	27,750	3,086	
85,000	44th- LWR Blvd To WhiteEagle	6,996	7,083	87	62,962	63,750	788	
30,000	Malachite - LWR Blvd to White	2,352	2,500	148	21,168	22,500	1,332	
15,450	Lake Bank mowing	3,293	1,288	(2,005)	29,637	11,588	(18,049)	
22,800	Rangeland-WhiteEagle to Esplan	1,836	1,900	64	16,041	17,100	1,059	
48,000	SR70 & LWR BLVD entrance	3,900	4,000	100	35,097	36,000	903	
88,000	LWR Blvd.; Malachite to SR64	6,933	7,333	400	62,384	66,000	3,616	
42,000	White Eagle/Malachite to 44th	3,320	3,500	180	27,435	31,500	4,065	
164,800	White Eagle/44th to Gatewood	0	13,733	13,733	108,871	123,600	14,729	
20,000	White Eagle/Gatewood to SR64	0	1,667	1,667	2,000	15,000	13,000	
7,440	Silver Palm Blvd	450	620	170	3,924	5,580	1,656	
53,560	Wood Fern Trail	4,159	4,463	304	32,948	40,170	7,222	
48,500	Gatewood Drive	4,041	4,042	1	36,367	36,375	8	
40,000	44th Ave/White Eagle to Indigo	0	3,333	3,333	26,335	30,000	3,665	
14,000	44th Ave from Indigo to Lorr	0	1,167	1,167	6,898	10,500	3,602	
30,000	Silver Falls	4,404	2,500	(1,904)	39,049	22,500	(16,549)	
80,000	117th Street	7,217	6,667	(550)	64,953	60,000	(4,953)	
26,000	Rangeland Pkwy. from Esplanade	0	2,167	2,167	2,000	19,500	17,500	
1,016,550	Total	65,461	84,713	19,252	724,028	762,413	38,385	

.	NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
62,000	Irrigation Repairs - NW	331	5,167	4,836	80,064	46,500	(33,564)	
42,000	Plant Replacement - NW	1,135	3,500	2,365	68,245	31,500	(36,745)	
100,000	Mulching - NW	0	8,333	8,333	69,409	75,000	5,591	
64,000	Tree Trimming	0	5,333	5,333	25,685	48,000	22,315	
8,000	Other Landscape Maintenance	16,352	667	(15,685)	22,156	6,000	(16,156)	
276,000	Total	17,818	23,000	5,182	265,559	207,000	(58,559)	
.	IRRIGATION FOR MASTER LANDSCAPING						
8,610	Irrigation-Mthly Meter Charge	747	718	(29)	6,637	6,458	(179)	
310,000	Irrigation - Utilization - NW	20,701	25,833	5,132	218,520	232,500	13,980	
318,610	Total	21,448	26,551	5,103	225,157	238,958	13,801	
.	ENVIRONMENTAL						
32,000	Lake maint.-lakes outside comm	2,667	2,667	0	24,003	24,000	(3)	
75,000	Conservation areas - NW	6,250	6,250	0	78,800	56,250	(22,550)	
107,000	Total	8,917	8,917	0	102,803	80,250	(22,553)	
.	UTILITIES						
900	FPL - NW	13	75	62	452	675	223	
24,000	Peace River Utilities	1,801	2,000	199	19,560	18,000	(1,560)	
24,900	Total	1,814	2,075	261	20,012	18,675	(1,337)	
.	OTHER MAINTENANCE						
14,000	Drainage Maintenance - NW	1,167	1,167	0	10,503	10,500	(3)	
1,000	Sanitary Sewer - NW	0	83	83	0	750	750	
32,000	Hardscapes - NW	0	2,667	2,667	20,634	24,000	3,366	
4,000	Signs - NW	0	333	333	17,722	3,000	(14,722)	
1,200	Miscellaneous Maintenance - NW	0	100	100	549	900	351	
52,200	Total	1,167	4,350	3,183	49,408	39,150	(10,258)	
1,795,260	TOTAL NORTHWEST SECTOR	$	116,625	$	149,606	32,981	$	1,386,967	$	1,346,446	(40,521)	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures, and Fund Balances - Modified Cash Basis
SARASOTA SECTOR

For the Nine Months Ending June 30, 2020

Full Year
Budget	Current
Actual	Current
Budget	Current
Variance	Y-T-D
Actual	Y-T-D
Budget	Y-T-D
Variance	

.	MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
160,000	Deer Drive	$	11,279	$	13,333	2,054	$	111,392	$	120,000	8,608	
172,000	Lorraine Road; University Pkwy	14,042	14,333	291	126,380	129,000	2,620	
120,000	LWR Blvd; Comm Blvd to Deer Dr	9,877	10,000	123	79,016	90,000	10,984	
41,200	Lorraine Rd;South Boundary	4,680	3,433	(1,247)	42,137	30,900	(11,237)	
200,000	Future Roads	0	16,667	16,667	0	150,000	150,000	
693,200	Total	39,878	57,766	17,888	358,925	519,900	160,975	

.	NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
20,000	Irrigation Repairs - SRQ	3,975	1,667	(2,308)	9,639	15,000	5,361	
30,000	Plant Replacement - SRQ	3,000	2,500	(500)	71,759	22,500	(49,259)	
60,000	Mulching - SRQ	0	5,000	5,000	48,247	45,000	(3,247)	
40,000	Tree Trimming	0	3,333	3,333	5,475	30,000	24,525	
10,000	Other Landscape Maintenance	4,561	833	(3,728)	26,232	7,500	(18,732)	
160,000	Total	11,536	13,333	1,797	161,352	120,000	(41,352)	
.	IRRIGATION FOR MASTER	LANDSCAPING						
8,868	Irrigation-Mthly Meter Charge	747	739	(8)	6,637	6,651	14	
200,000	Irrigation - Utilization - SRQ	7,115	16,667	9,552	75,104	150,000	74,896	
208,868	Total	7,862	17,406	9,544	81,741	156,651	74,910	
.	ENVIRONMENTAL							
12,000	Lake maint.-lakes outside comm	950	1,000	50	3,975	9,000	5,025	
2,200	Littoral Shelf Plantings - SRQ	0	183	183	0	1,650	1,650	
16,000	Conservation areas - SRQ	0	1,333	1,333	6,135	12,000	5,865	
30,200	Total	950	2,516	1,566	10,110	22,650	12,540	
.
28,000	UTILITIES
FPL - SRQ	
2,049	
2,333	
284	
22,494	
21,000	
(1,494)	
28,000	Total	2,049	2,333	284	22,494	21,000	(1,494)	
.	OTHER MAINTENANCE							
12,000	Drainage Maintenance - SRQ	0	1,000	1,000	0	9,000	9,000	
2,000	Sanitary Sewer - SRQ	0	167	167	0	1,500	1,500	
10,000	Hardscapes - SRQ	0	833	833	11,592	7,500	(4,092)	
2,000	Miscellaneous Maintenance - SR	275	167	(108)	665	1,500	835	
26,000	Total	275	2,167	1,892	12,257	19,500	7,243	
1,146,268	TOTAL SARASOTA SECTOR	$	62,550	$	95,521	32,971	$	646,879	$	859,701	212,822	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures, and Fund Balances - Modified Cash Basis
SOUTHEAST SECTOR
For the Nine Months Ended June 30, 2020

Full Year
Budget	Current
Actual	Current
Budget	Current
Variance	Y-T-D
Actual	Y-T-D
Budget	Y-T-D
Variance	

.	MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
350,000	U Pkwy /Lorraine to Concession	$	8,821	$	29,167	20,346	$	105,701	$	262,500	156,799	
204,000	The Masters Ave. Extension	15,904	17,000	1,096	153,216	153,000	(216)	
105,000	Lorraine Rd.- East Side	5,265	8,750	3,485	50,870	78,750	27,880	
20,173	CDD allocation/UP & Lorraine	0	1,681	1,681	17,310	15,130	(2,180)	
108,000	Bournside Blvd Masters to SR70	4,290	9,000	4,710	38,614	81,000	42,386	
12,600	Covenant Way	0	1,050	1,050	1,050	9,450	8,400	
110,000	Masters Ave from Players Dr	9,051	9,167	116	81,459	82,500	1,041	
60,000	Bourneside Blvd from Masters	0	5,000	5,000	0	45,000	45,000	
969,773	Total	43,331	80,815	37,484	448,220	727,330	279,110	

.	NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
65,000	Irrigation Repairs - SE	1,363	5,417	4,054	31,977	48,750	16,773	
100,000	Plant Replacement - SE	22,500	8,333	(14,167)	83,288	75,000	(8,288)	
60,000	Mulching - SE	0	5,000	5,000	57,573	45,000	(12,573)	
30,000	Tree Trimming	0	2,500	2,500	3,281	22,500	19,219	
8,000	Other Landscape Maintenance	3,111	667	(2,444)	14,960	6,000	(8,960)	
263,000	Total	26,974	21,917	(5,057)	191,079	197,250	6,171	
.	IRRIGATION FOR MASTER LANDSCAPING						
10,500	Irrigation-Mthly Meter Charge	747	875	128	6,637	7,875	1,238	
320,000	Irrigation - Utilization - SE	22,703	26,667	3,964	239,655	240,000	345	
330,500	Total	23,450	27,542	4,092	246,292	247,875	1,583	
.	ENVIRONMENTAL						
4,000	Lake maint.-lakes outside comm	1,150	333	(817)	11,063	3,000	(8,063)	
70,000	Conservation areas - SE	0	5,833	5,833	64,130	52,500	(11,630)	
74,000	Total	1,150	6,166	5,016	75,193	55,500	(19,693)	
.
1,000	UTILITIES
FPL - SE	87	
83	
(4)	
987	
750	
(237)	
1,000	Total	87	83	(4)	987	750	(237)	
.	OTHER MAINTENANCE						
2,000	Roads and sidewalks - SE	0	167	167	0	1,500	1,500	
20,000	Drainage Maintenance - SE	850	1,667	817	8,565	15,000	6,435	
5,000	Sanitary Sewer - SE	0	417	417	1,904	3,750	1,846	
10,000	Hardscapes - SE	153	833	680	13,153	7,500	(5,653)	
0	Signs - SE	0	0	0	20,502	0	(20,502)	
1,200	Miscellaneous Maintenance - SE	0	100	100	0	900	900	
400	Telephone-Irrigation, Sewer-SE	0	33	33	0	300	300	
38,600	Total	1,003	3,217	2,214	44,124	28,950	(15,174)	
1,676,873	TOTAL SOUTHEAST SECTOR    $	95,995	$	139,740	43,745	$	1,005,895	$	1,257,655	251,760	

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Staff Reports