Lakewood Ranch Stewardship District
12051 Corporate Blvd, Orlando, Florida 32817; 407.723.5900 www.lakewoodranchstewardship.com

BOARD OF SUPERVISORS	Friday, September 25, 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 20-193 (attached to this agenda) extending Executive Order 20-69, the continued 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#

CONTINUED 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]

Administrative Matters
Consideration of Resolution 2020-41, Re-Designating the Secretary of the District

Business Matters
Consideration of Financing Matters Relative to the Lorraine Lakes Project, Series 2020 Bonds
Presentation of Master Engineer’s Report
Presentation of Supplemental Assessment Methodology Report
Consideration of Resolution 2020-42, Supplemental Assessment Resolution
Other Matters (provided under separate cover)
Consideration of Financing Matters Relative to the Northeast Sector Phase 2B Bonds
Presentation of Supplemental Assessment Methodology Report
Consideration of Resolution 2020-43, Delegation Resolution
Thirty-First Supplemental Trust Indenture
Bond Purchase Contract
Preliminary Limited Offering Memorandum
Continuing Disclosure Agreement
Other Matters (provided under separate cover)
Re-consideration of Agreement between the District and Sun State Landscape Management, Inc. for Landscape and Irrigation Maintenance Services (Lorraine Rd. South Extension)

Other Business
Staff Reports
Manager’s Report

Attorney’s Report
Engineer’s Report
Specific Authorization No. 120 Stantec
Revise Bond Issue Report for Northeast Quadrant
Audience Comments
Adjournment

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2020-41

RESOLUTION 2020-41

A RESOLUTION OF THE BOARD OF SUPERVISORS OF LAKEWOOD RANCH STEWARDSHIP DISTRICT RE-DESIGNATING THE SECRETARY OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

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

WHEREAS, the Board of Supervisors of the District (“Board”) previously designated Dr.
Henry Fishkind as the District’s Secretary; and

WHEREAS, the Board desires to remove Dr. Fishkind and designate Jane Gaarlandt as Secretary beginning October 1, 2020.

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

Section 1. Jane Gaarlandt is hereby designated as District Secretary, which designation shall take effect on October 1, 2020.

Section 2. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 25th day of September, 2020.

ATTEST:	LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Chairman

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Financing Matters Relative to the Lorraine Lakes Project,
Series 2020 Bonds

								

								

			

						

						

						

			

						

				

					

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT NORTHEAST SECTOR LORRAINE LAKES PROJECT AREA

LAKEWOOD RANCH STEWARDSHIP DISTRICT

September 2020

Prepared for:

Members of the Board of Supervisors, Lakewood Ranch Stewardship District

Prepared on September 18, 2020

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 32817

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT NORTHEAST SECTOR LORRAINE LAKES PROJECT AREA

September 18, 2020

Introduction

Purpose

This Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Lorraine Lakes Project Area (“Supplemental Methodology”) provides a system for the allocation of non-ad valorem special assessments securing the repayment of the planned Series 2020 Special Assessment Revenue Bonds to be issued by the Lakewood Ranch Stewardship District (“District”) to fund beneficial public infrastructure improvements and facilities within the Lorraine Lakes Project Area (“Lorraine Lakes” and/or the “Development”) located in the Northeast Sector and within the District. This Supplemental Methodology operates pursuant to the methodology outlined in the Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Lorraine Lakes Project Area, dated June 1, 2020 (“Master Methodology”). The Supplemental Methodology described herein has two goals: (1) quantifying the special benefits received by properties within the Lorraine Lakes as a result of the construction of the District’s improvements and facilities, and (2) equitably allocating the costs incurred by the District to provide these benefits to properties in Lorraine Lakes.

The District plans to implement a capital improvement program (the “Lorraine Lakes CIP”) that will allow for the development of property within Lorraine Lakes. The District plans to fund a portion of its Lorraine Lakes CIP through bond debt financing. This bond debt will be repaid from the proceeds of non-ad valorem special assessments levied by the District. These special assessments will serve as liens against properties within the boundary of the Development that receive a special benefit from the Lorraine Lakes CIP. This Supplemental Methodology is designed to conform to the requirements of Chapters 170, 197 of the Florida Statutes and Chapter 2005-338, Laws of Florida, as amended with respect to special assessments and is consistent with our understanding of the case law on this subject.

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. Lorraine Lakes comprises +/- 545 acres located in the Northeast Sector, which contains +/- 3,853 gross acres. The District Engineer’s report of September 2020 (“Engineer’s Report”)1 provides a description of the Development.

1 Kimley-Horn and Associates, Inc. (September 2020), “District Engineer’s Report Lorraine Lakes Lakewood Ranch”

This Supplemental Methodology provides a methodology to allocate the debt over the approximately 545 acres in Lorraine Lakes that will receive a special benefit from the installation of the District’s portion of the proposed Lorraine Lakes CIP. It is the District’s debt-funded capital infrastructure improvements that will allow the development of the lands in Lorraine Lakes. By making development of the lands within Lorraine Lakes possible, the District creates benefits to these lands within the District. The methodology described herein allocates the District’s debt to the Development based upon the benefits received from the infrastructure program.

Projected Land Use Plan for Lorraine Lakes

Table 1 summarizes the land use development plan with respect to acreage. As detailed in the Engineer’s Report, the maximum number of units permitted per the current development plan is 1,500 units. As further detailed, the current plan envisions the development of 1,374 residential units that will be developed by Lennar Homes, LLC (the “Developer”).

Table 1. Development Plan for Lorraine Lakes (Acreage)

Land Use	Acres	
Lake	94.8	
Residential	247.7	
Road Right-of-Way	70.2	
Wetland/Conservation Areas	22.6	
Other (Upland, Open Space, etc.)*	109.3	
	=======	
Total	544.6	
Source: District Engineer’s Report
*Acreage is approximate and subject to change

At the outset, the Lorraine Lakes CIP is based on the land uses the Developer plans for the lands within Development as shown in Table 1. Lorraine Lakes is planned for 1,374 residential units varying in lots sizes from townhomes to 75-foot single family lots; and the associated infrastructure detailed in the Lorraine Lakes CIP. Table 2, as provided by the Developer and in the Engineer’s Report, details an initial mix of residential product and phasing planned for the Development. However, until either: (a) parcels of land along with their development entitlements are sold by the Developer to a new landowner and entitlements conveyed or (b) plats are filed, the precise land uses are unknown.

Table 2. Development Plan for Lorraine Lakes

Land Use	 Phase I	Phase IIA	Future Phases	Total	
Townhomes	0	224	0	224	
Villas	98	154	0	252	
Executive Home - 50' Lot	108	62	279	449	
Manor Home - 60' Lot	90	0	236	326	
Estate Home - 75' Lot	82	0	41	123	
TOTAL	378	440	556	1,374	
Source: Developer and District Engineer’s Report

Therefore, the District initially will impose assessments (“Assessments”) on a per gross acre basis on the unsold and unplatted properties within Lorraine Lakes based on the land use plan outlined in Table 2 (or in any updates issued from time to time), and on any sold or platted property in accordance with its actual land use or contractual entitlement as transferred to the new landowner from the Developer.

There is one important proviso. The debt per acre on the properties that remain unplatted in Lorraine Lakes is not allowed to increase above its Ceiling Amount. The Ceiling Amount is set whenever the District issues debt. It is calculated by dividing the unplatted acres of the properties in Lorraine Lakes into the debt allocated to the unplatted properties. In addition, this requirement will be tested at four intervals based upon the percentage of total acres that are developed. The intervals are at 25%, 50%, 75% and 100% of the gross acres.

Lorraine Lakes CIP - Infrastructure Installation

The District will acquire or construct its public infrastructure and improvements as outlined in the Engineer’s Report. The District infrastructure and improvements for the Lorraine Lakes CIP are presented in Table 3.

Table 3: District Engineer’s Estimated Costs for
The District’s Capital Improvement Program for Lorraine Lakes

Category	Phase I	Phase II	Future Phases	Total	
Water	$2,099,373	$1,066,183	$1,452,124	$4,617,680	
Wastewater	$1,169,284	$1,467,564	$4,969,311	$7,606,159	
Drainage	$2,606,662	$1,718,567	$2,176,294	$6,501,522	
Professional, Design, and Permitting	$0	$0	$0	$1,310,000	
Contingency	$0	$0	$0	$1,872,600	
	========	========	========	========	
Total
Source: District Engineer’s Report
(1) Any costs outlined in the Engineer's Report	$5,875,319

not funded with bond pr	$4,252,314

oceeds will be funded	$8,597,729

by the Developer via De	$21,907,961

veloper's Completion Agreement	
with the District.

Requirements of a Valid Assessment Methodology

In PFM Financial Advisors LLC, the Assessment Consultant’s (“PFM FA” and/or “AC”) experience, there are two primary requirements for special assessments to be valid under Florida law. First, the properties assessed must receive a special benefit from the improvements paid for via the assessments. Second, the assessments must be fairly and reasonably allocated to the properties being assessed. If these two characteristics of valid special assessments are adhered to, Florida law provides some latitude to legislative bodies, such as the District’s Board of Supervisors, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is impossible, and, accordingly, a special assessment is valid as long as there is a logical relationship between the services provided and the benefit to real property. A court must give deference to the District’s determinations regarding the levy of special assessments, and such special assessments are only invalid if the District’s determinations are found to be arbitrary.

Special Benefits and General Benefits

Improvements undertaken by Lorraine Lakes create both special benefits and general benefits to property owners located within and surrounding Lorraine Lakes. However, in PFM FA’s opinion, the general benefits to the public at large are incidental in nature and are readily distinguishable from the special benefits which accrue to property located within Lorraine Lakes. It is the Lorraine Lakes CIP that enables properties within the Development’s boundaries to be developed. Without the Lorraine Lakes CIP there would be no infrastructure to support development of land within Lorraine Lakes. Without these improvements, development of property in Lorraine Lakes would not be permitted.

The new infrastructure improvements included in the Lorraine Lakes CIP create both: (1) special benefits to the developable property within Lorraine Lakes and (2) general benefits to properties outside Lorraine Lakes. However, as discussed below, these general benefits are incidental in nature and are readily distinguishable from the special benefits which accrue to the developable property within Lorraine Lakes. The Lorraine Lakes CIP described in the District Engineer’s Report enables the developable property within Lorraine Lakes to be developed. Without the Lorraine Lakes CIP, there would be no infrastructure to support development of the developable property within Lorraine Lakes.

2.0	Series 2020 Bonds Plan of Finance

The District’s Series 2020 Bonds will have an estimated total par value of $10,655,000. Table 4 presents the details for the Series 2020 Bonds.

Table 4. Details of the Series 2020 Bonds

Sources:	Amount	
Bond Proceeds:		
Par Amount	$10,655,000	
Original Issue Discount	-$27,939	
Total	$10,627,061	
Uses:		
Project Fund Deposits:		
Project Fund	$9,536,045	
Other Fund Deposits:		
Debt Service Reserve Fund	$296,811	
Capitalized Interest	$417,555	
Delivery Date Expenses:		
Cost of Issuance	$163,550	
Underwriter's Discount	$213,100	
Total	$10,627,061	
Rate (average coupon)	3.76%	
Term	30	
Capitalized Interest (months)	13	
Maximum Net Annual Debt Service:	$593,622	
Source: MBS Capital Markets LLC

Assessment Methodology

Assessment Foundation

The assessment methodology associated with the allocation of the costs of the Lorraine Lakes CIP is a four-step process. First, the District Engineer determines the costs for the District’s infrastructure and related improvements. Second, an estimate of the amount of bonds required to finance the infrastructure improvements is calculated. Third, the District Engineer outlines which parcels benefit from the provision of the infrastructure and improvements. Finally, the as-financed costs of the infrastructure and related improvements are allocated to the benefiting properties based on the approximate relative benefit each unit receives.

Allocation of Specific Assessments

The Lorraine Lakes CIP cost estimates are outlined in Table 3 and described in detail in the Engineer’s Report. The details of the Series 2020 Bonds issuance required to fund the District’s Lorraine Lakes CIP is shown in Table 4. The principal and related assessments to secure the Series 2020 Bonds will be allocated among the 1,374 lots planned for Lorraine Lakes within the District. The District’s bond debt will be secured primarily by special assessments allocated to properties in the District based on and proportional to the benefits that each property receives from the Lorraine Lakes CIP. 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 equal acreage basis across all benefited acres in the Development totaling approximately 545 acres. 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.

As noted above, as long as two basic principles are adhered to, Florida law generally allows the District Board some latitude in determining the appropriate methodology to allocate the costs of its Lorraine Lakes CIP to benefiting properties in the District. The two principles are: (1) the properties being assessed must receive a special benefit from the Lorraine Lakes CIP and (2) the assessments allocated to each property must be fairly and reasonably apportioned among the benefiting properties. In allocating special assessments to benefiting property, Florida governments have used a variety of methods including, but not limited to, front footage, area, trip rates, equivalent residential units (“ERU”), dwelling units, and acreage. These ERU values equate the benefit received by a stated amount of such particular land use category to the benefit received by a typical single-family residence. The use of ERU values to estimate the benefit derived from infrastructure improvements is recognized as a simple, fair, and reasonable method for apportioning benefit. The Florida Supreme Court concluded that the ERU method was a valid methodology in its decision in Winter Springs v. State.2 In addition, the ERU methodology is widely used in other similar CDDs.

Table 5 and Table 6 contain the allocation of the District’s Lorraine Lakes CIP costs, as financed, to the Development Units planned for the District. Table 7 shows the annual bond debt service assessments associated with the bond par allocations found in Table 5. Table 7 becomes important as the land within the District is platted, as specific bond debt service assessments will be assigned to the individual Development Units at that time. As described further herein under Section 4.0, while all lands within the Development benefit from the Lorraine Lakes CIP, the Developer will contribute infrastructure included in the Lorraine Lakes CIP in order to establish target levels of debt to be assigned by product type within the Development.

2 City of Winter Springs v. State, 776 So.2d 255 (Fla 2003)

Table 5. Allocation of the Costs of the District’s Lorraine Lakes CIP, as Financed

Land Use	Units	Total Par Debt	Par Debt/Unit	
Townhomes	224	$0	$0	
Villas	252	$567,871	$2,253	
Executive Home - 50' Lot	449	$3,747,411	$8,346	
Manor Home - 60' Lot	326	$4,081,256	$12,519	
Estate Home - 75' Lot	123	$2,258,462	$16,361	
TOTAL	1,374	$10,655,000		
Source: PFM Financial Advisors LLC

Table 6. Allocation of Annual Debt Service, as Financed

	Assessments	Assessments per Unit	Assessments (1)	Assessments per Unit (1)	
Townhomes	224	$0	$0	$0	$0	
Villas	252	$31,638	$126	$34,019	$135	
Executive Home - 50' Lot	449	$208,779	$465	$224,494	$500	
Manor Home - 60' Lot	326	$227,379	$698	$244,494	$750	
Estate Home - 75' Lot	123	$125,826	$1,023	$135,296	$1,100	
TOTAL	1,374	$593,622		$638,303		

Land Use	Units

Net Annual	Net Annual	Gross Annual	Gross Annual

Source: PFM Financial Advisors LLC
Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

Table 7. Summary of Annual Assessments

  Land Use	Debt/Unit	Net Debt Service	    Administrative Expenses	 	Total Debt Service (1)	
Townhomes	$0	$0	$0	$0	
Villas	$2,253	$126	$9	$135	
Executive Home - 50' Lot	$8,346	$465	$35	$500	
Manor Home - 60' Lot	$12,519	$697	$52	$750	
Estate Home - 75' Lot	$18,361	$1,023	$77	$1,100	
Source: PFM Financial Advisors LLC
(1) Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

True-Up Mechanism

Although the District does not process plats, it does have an important role to play during the course of development. Whenever a parcel’s land use and development density and intensity is determined with sufficient certainty, the District must allocate a portion of its debt to the parcel according to the procedures outlined in Section 3.2 above. In addition, the District must also prevent any buildup of debt on land that has not yet been developed. Otherwise, the land could be fully subdivided without all of the debt being allocated.

To preclude this, a test is conducted when development thresholds are reached within the District. As long as the development at these thresholds does not cause the debt on the remaining land to increase above a debt “Ceiling Level” illustrated in Table 8 below, then no further action in necessary. However, if the debt on the remaining land does increase, a debt reduction payment will be necessary.

The ceiling level of debt is established at the time each series of bonds is issued. According to the Engineer’s Report, there are approximately 544.6 gross acres of land within the District. Each of these acres will be assigned an equal assessment of the $10,655,000 in remaining unassigned bond debt assessments. Therefore, the ceiling level of debt for developable and assessable properties is $19,565 per acre ($10,655,000 / 544.6). This ceiling level is based upon the best information available at the time of this report, is subject to change, and will only be finalized at the time of the District’s first bond issuance.

A test will be conducted when 25%, 50%, 75%, and 100% of the acreage within the District has been developed. Table 8 below illustrates when the true-up test will be applied to determine if debt reduction payments are required. However, a true-up payment may be suspended at the District’s discretion. If the property owner can demonstrate to the District, and the District finds in its discretion (consistent with the opinion of the District Engineer), that all necessary land use approvals, including applicable zoning, can reasonably and economically support development totaling greater than or equal to 1,374 units for the District on the remaining unplatted developable acreage within the remaining acres, a true-up payment may be suspended.

Table 8. True- Up Thresholds

Category	25%	50%	75%	100%	
Platted Developable Acres Unplatted Developable Acres	136.15
408.45	272.30
272.30	408.45
136.15	544.60
-	
Debt Ceiling per Acre	$19,565	$19,565	$19,565	$19,565	
Source: PFM Financial Advisors LLC

In the event that additional land not currently subject to the assessments required to repay the debt associated with the Lorraine Lakes CIP is developed in such a manner as to receive special benefit from the Lorraine Lakes CIP, it is contemplated that this Supplemental Methodology will be re-applied to include such new parcels. The additional land, as a result of applying this Supplemental Methodology, will be allocated an appropriate share of the special assessments, with all previously-assessed parcels receiving a relative adjustment in their assessment levels.

4.0	Contribution of District Infrastructure and/or Improvements

The costs of the District’s Lorraine Lakes CIP will be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or Lorraine Lakes CIP components to the District (“Contribution”). Consistent with the Master Methodology, the Developer anticipates contributing a portion of the Lorraine Lakes CIP to the District in order to establish target levels of debt to be assigned by product type within the Development in the form of contributing funds and or properties/products. Table 9 summarizes the Contribution associated with the Lorraine Lakes lots within the District.

Table 9. Contribution Summary – Lorraine Lakes

Category	
Lots	Master Lien
per Unit	Proposed Series 2020 Par per Unit	Contribution
per Unit	Total Landowner Contribution	
Townhomes	224	$13,627	$0	$13,627	$3,052,383	
Villas	252	$17,520	$2,253	$15,267	$3,847,184	
Executive Home (50’ Lot)	449	$19,467	$8,346	$11,121	$4,993,151	
Manor Home (60’ Lot)	326	$23,360	$12,519	$10,841	$3,534,129	
Estate Home (75’ Lot)	123	$29,200	$18,361	$10,839	$1,333,150	
Total	1,374				$16,759,998	
Source: PFM Financial Advisors LLC

Assessment Roll

Table 10 outlines the maximum bond principal assessment per assessable acre for the lands within Lorraine Lakes. The assessments shall be paid in not more than thirty (30) annual installments.

Table 10. Assessment Roll

Parcel ID Numbers	
Assessable Acreage	
Bond Principal Assessment	Bond Principal Assessment per
Acre	Net Total Bond Annual Assessment	Net Annual Assessment
per Acre	Bond Gross
Annual Assessment (1)	Bond Gross Annual Assessment per
Acre (1)	
580900409	544.60	$10,655,000	$19,565	$593,622	$1,090	$638,303	$1,172	
Source: PFM Financial Advisors LLC
Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2020-42

RESOLUTION 2020-42

A RESOLUTION SETTING FORTH THE SPECIFIC TERMS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT’S SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (LORRAINE LAKES PROJECT); CONFIRMING THE DISTRICT’S PROVISION OF INFRASTRUCTURE IMPROVEMENTS AND ADOPTING AN ENGINEER’S REPORT; CONFIRMING AND ADOPTING A SUPPLEMENTAL ASSESSMENT REPORT; CONFIRMING, ALLOCATING AND AUTHORIZING THE COLLECTION OF SPECIAL ASSESSMENTS SECURING SERIES 2020 BONDS; PROVIDING FOR THE APPLICATION OF TRUE-UP PAYMENTS; PROVIDING FOR THE SUPPLEMENT TO THE IMPROVEMENT LIEN BOOK; PROVIDING FOR THE RECORDING OF A NOTICE OF SERIES 2020 SPECIAL ASSESSMENTS; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.

WHEREAS, the Lakewood Ranch Stewardship District (“District”) has previously indicated its intention to undertake, install, establish, construct or acquire certain public infrastructure improvements and to finance such public infrastructure improvements through the imposition of special assessments on benefitted property within the District and the issuance of bonds; and

WHEREAS, the District’s Board of Supervisors (“Board”) has previously adopted, after notice and public hearing, Resolution 2020-30 relating to the imposition, levy, collection and enforcement of such special assessments; and

WHEREAS, pursuant to and consistent with the terms of Resolution 2020-30, this Resolution shall set forth the terms of bonds actually issued by the District, and apply the adopted special assessment methodology to the actual scope of the project to be completed with  a series of bonds and the terms of the bond issue; and

WHEREAS, on September 18, 2020, the District entered into a Bond Purchase Contract whereby it agreed to sell its $10,655,000 Special Assessment Revenue Bonds, Series 2020 (Lorraine Lakes Project) (the “Series 2020 Bonds”); and

WHEREAS, pursuant to and consistent with Resolution 2020-30, the District desires to set forth the particular terms of the sale of the Series 2020 Bonds and confirm the lien of the special assessments securing the Series 2020 Bonds (the “Series 2020 Assessments”).

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

SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Florida law, including Chapters 170 and 197, Florida Statutes, and Resolution 2020-30.

SECTION 2. FINDINGS. The Board of Supervisors of the Lakewood Ranch Stewardship District hereby finds and determines as follows:

On July 10, 2020, the District, after due notice and public hearing, adopted Resolution 2020-30, which, among other things, equalized, approved, confirmed and levied special assessments on property benefitting from the infrastructure improvements authorized by the District. That Resolution provided that as each series of bonds was issued to fund all or any portion of the District’s infrastructure improvements, a supplemental resolution would be adopted to set forth the specific terms of the bonds and certifying the amount of the lien of the special assessments securing any portion of the bonds, including interest, costs of issuance, the number of payments due, the True-Up amounts and the application of receipt of True-Up proceeds.

The Engineer's Report for Lorraine Lakes, dated September 2020, attached to this Resolution as Exhibit A (the “Engineer’s Report”), identifies and describes the presently expected components of the improvements to be financed with the Series 2020 Bonds (the “Improvements”). The District hereby confirms that the Improvements serve a proper, essential and valid public purpose. The Engineer’s Report is hereby confirmed. The District ratifies its  use in connection with the sale of the Series 2020 Bonds.

The Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Lorraine Lakes Project Area, dated September 18, 2020, attached to this Resolution as Exhibit B (the “Supplemental Assessment Report”), applies the Master Assessment Methodology Report for Lakewood Ranch Stewardship District Northeast Sector Lorraine Lakes Project Area dated June 1, 2020 (the “Master Assessment Methodology”) to the actual terms of the Series 2020 Bonds. The Supplemental Assessment Report is hereby approved, adopted and confirmed. The District ratifies its use in connection with the sale of the Series 2020 Bonds.

The Improvements will specially benefit all of the developable acreage within the areas comprising the Lorraine Lakes Project within the District, as set forth in the Supplemental Assessment Report. It is reasonable, proper, just and right to assess the portion of the costs of  the Improvements financed with the Series 2020 Bonds to the specially benefited properties within the District as set forth in Resolution 2020-30 and this Resolution.

SECTION  3.	CONFIRMATION  OF  MAXIMUM  ASSESSMENT  LIEN   FOR
SERIES 2020 BONDS.  As provided in Resolution 2020-30, this Resolution is intended to set

forth the terms of the Series 2020 Bonds and the final amount of the lien of the special assessments securing those bonds.

The Series 2020 Bonds, in a par amount of $10,655,000 shall bear such rates of interest and maturity as shown on Exhibit C attached hereto. The final payment on the Series 2020 Bonds shall be due on May 1, 2051. The sources and uses of funds of the Series 2020 Bonds shall be as set forth in Exhibit D. The debt service due on the Series 2020 Bonds is set forth on Exhibit E attached hereto. The lien of the special assessments securing the Series 2020 Bonds  on all developable land within the areas comprising the Lorraine Lakes Project within the District shall be the principal amount due on the Series 2020 Bonds, together with accrued but unpaid interest thereon, and together with the amount by which annual assessments are grossed up to include early payment discounts required by law and costs of collection.

SECTION 4. ALLOCATION OF ASSESSMENTS SECURING SERIES 2020 BONDS.

The special assessments for the Series 2020 Bonds shall be allocated in accordance with Exhibit B which allocation shall initially be on a per acre basis and further allocated as lands are platted. The Supplemental Assessment Report is consistent with the District’s Master Assessment Methodology. The Supplemental Assessment Report, considered herein, reflects the actual terms of the issuance of the District’s Series 2020 Bonds. The estimated costs  of collection of the special assessments for the Series 2020 Bonds are as set forth in the Supplemental Assessment Report.

The lien of the special assessments securing the Series 2020 Bonds includes all developable land within the Lorraine Lakes Project of the District, and as such land is ultimately defined and set forth in plats or other designations of developable acreage. To the extent land is added to the District, the District may, by supplemental resolution, determine such land to be benefited by the Improvements and reallocate the special assessments securing the Series 2020 Bonds and impose special assessments on the newly added and benefited property.

Taking into account capitalized interest and earnings on certain funds and accounts as set forth in the Master Trust Indenture and Thirtieth Supplemental Trust Indenture, the District shall begin annual collection of special assessments for the Series 2020 Bonds debt service payments using the methods available to it by law. Debt service payments and semi-annual installments of interest are reflected on Exhibit E. The Series 2020 Bonds include an  amount  for capitalized interest through November 1, 2021.

The District hereby certifies the special assessments for collection and directs staff to take all actions necessary to meet the time and other deadlines imposed by Manatee County for collection and other Florida law. The District intends, to the extent possible and subject to entering into the appropriate agreements with the Manatee County Tax Collector and Manatee County Property Appraiser, to collect the Series 2020 Assessments on platted lands using the Uniform Method in Chapter 197, Florida Statutes. The District intends, to the extent possible, to directly bill, collect and enforce the Series 2020 Assessments on unplatted lands. The District

Manager shall prepare or cause to be prepared each year a tax roll for purposes of effecting the collection of the special assessments and present same to the District Board as required by law. The District Manager is further directed and authorized to take all actions necessary to collect any prepayments of debt as and when due and to collect special assessments on unplatted property using methods available to the District authorized by Florida law

SECTION 5. APPLICATION OF TRUE-UP PAYMENTS. Pursuant to Resolution 2020-30, there may be required from time to time certain True-Up payments. As lands are  platted or approved for development, the special assessments securing the Series 2020 Bonds shall be allocated to the platted lands and the unplatted lands as set forth in Resolution 2020-30, this Resolution, and the Supplemental Assessment Report, including, without limitation, the application of the True-Up process set forth in Section 8 of Resolution 2020-30. Based on the final par amount of $10,655,000 in Series 2020 Bonds, the True-Up calculations will be made in accordance with the process set forth in the Supplemental Assessment Report. The District shall apply all True-Up payments related to the Series 2020 Bonds only to the credit of the Series  2020 Bonds. All True-Up payments, as well as all other prepayments of assessments, shall be deposited into the accounts specified in the Thirtieth Supplemental Indenture, dated as of September 1, 2020, governing the Series 2020 Bonds.

SECTION 6. IMPROVEMENT  LIEN BOOK.  Immediately following the adoption of this Resolution these special assessments as reflected herein shall be recorded by the Secretary of the Board of the District in the District’s Improvement Lien Book. The special assessment or assessments against each respective parcel shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.

SECTION  7.  OTHER  PROVISIONS  REMAIN IN EFFECT.	This  Resolution is
intended to supplement Resolution 2020-30, which remains in full force and effect. This Resolution and Resolution 2020-30 shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.

SECTION 8. ASSESSMENT NOTICE. The District’s Secretary is hereby directed to record a Notice of Series 2020 Special Assessments (Lorraine Lakes Project) securing the Series 2020 Bonds in the Official Records of Manatee County, Florida, or such other instrument evidencing the actions taken by the District.

SECTION 9. SEVERABILITY. If any section or part of a section of this resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

SECTION 10. EFFECTIVE DATE. This Resolution shall become effective upon its adoption.

PASSED AND ADOPTED this 25th day of September, 2020.

ATTEST:	BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary	Tony Chiofalo, Vice Chairman

Exhibit A:	Engineer's Report for Lorraine Lakes, dated September 2020
Exhibit B:	Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Lorraine Lakes Project Area, dated September 18, 2020
Exhibit C:	Maturities and Coupon of Series 2020 Bonds
Exhibit D:	Sources and Uses of Funds for Series 2020 Bonds
Exhibit E:	Annual Debt Service Payment Due on Series 2020 Bonds

Exhibit A Engineers Report

Exhibit B

Supplemental Assessment Methodology Report

Exhibit C

Maturities and Coupon of Series 2020 Bonds

Exhibit D

Sources and Uses of Funds for Series 2020 Bonds

Exhibit E
Annual Debt Service Payment Due on Series 2020 Bonds

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Financing Matters Relative to the Northeast Sector Phase 2B, Series 2020 Bonds

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT NORTHEAST SECTOR SERIES 2020 BONDS
Phase 2B

September 2020

Prepared for:

Board of Supervisors,
Lakewood Ranch Stewardship District

Prepared on September 15, 2020

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 32817

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT NORTHEAST SECTOR SERIES 2020 BONDS PHASE 2B

September 15, 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 initiated its capital improvement plan (“CIP” or the “Northeast Sector Project”) for the Northeast Sector which encompasses +/- 3,853 gross acres planned for approximately 7,831 residential units, 85 acres of commercial space, a public high school, and a K-8 public school (the “Northeast Sector”). Table 1 and the Lakewood Ranch Stewardship District Master Engineer’s Report for Northeast Sector at Lakewood Ranch Infrastructure Improvements of August 4, 2017 as updated from time to time, (the “District Engineer’s Report”) provided by Stantec (“District Engineer”) provides a description of the area and a location map.

The District approved its Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector dated September 8, 2017 (“Master Methodology”) describing the methodology to allocate the debt over the approximately 3,853 gross acres in the Northeast Sector, less the 226 acres planned for school sites, water supply lakes and a park, leaving a net of 3,627 gross acres that will receive a special benefit from the proposed CIP to be installed in the Northeast Sector (“Properties”). In addition, the District approved the Series 2017 Note from Florida Community Bank (“FCB 2017 Note”) followed by the District’s Series 2018 Phase 1A Bonds, Series 2018 Phase 1B Bonds and Series 2019 Phase 2A to fund the initial phases of the CIP.

This report describes the proposed sale of the District’s Series 2020 Phase 2B Bonds in the amount of
$17,755,000 to pay off the existing FCB 2017 Note in the estimated amount of $11,223,782 and fund
$5,098,276 in capital improvements to support development of Parcel H and Parcel I comprising a total of 898 acres planned for 1,500 single-family units.

For ease of exposition and to provide context the updated development plan for the Northeast Sector is shown in Table 1. The update reflects small variations in the unit counts compared to the initial estimates as various parcels are platted and sold to third parties. The total expected unit count has not changed from the original.

Table 1: Projected Land Use Plan – NE Sector

Parcel	Gross Acres	Land Use	Volume*	
Parcel A1 - Taylor Morrison	711	SF	1,340	
Parcel A2 - Taylor Morrison	281	SF	410	
Parcel B - Lennar	545	SF/MF	1,374	
Parcel E - D.R. Horton	278	SF	675	
Parcel F - Kolter	250	SF/MF	648	
Parcel C	20	Apartments	200	
Parcel D - Pulte	229	SF	472	
Parcel G	260	SF	512	
Parcel H - Forestar	379	SF	800	
Parcel I - Forestar	519	SF	700	
Parcel J	70	Apartments	700	
Parcel K*	48	SF		
Parcel L*	58	SF		
Parcel 1 - south of SR 64	20	Commercial		
Parcel 2 - east of Lorraine Rd	20	Commercial		
Parcel 3 - west of Uihlein Rd	15	Commercial		
Parcel 4 - north of SR 70	20	Commercial		
Parcel 5 - south of SR 64	10	Commercial		
High School	80			
K-8 School	40
=======		
=======	
Total	3,853		7,831	
Net (parcels K & L and school sites)	3,627			
Source: The Landowner *estimated
Parcels K and L have been repurposed for additional acreage relating to the high school site and water supply lakes and parks.

As noted above, the proposed development program for the Northeast Sector’s +/- 3,853 gross acres include: 7,831 residential units of various types, 85 acres of commercial space, a public high school, and a K-8 public school. The Landowner sold the following parcels: Taylor Morrison for Parcel A1/A2, Lennar for Parcel B, Pulte for Parcel D, Kolter for Parcel E, and Solera Landco, LLC, the bank financing entity for D.R. Horton, for Parcel F (collectively, the “Sold Properties”). In addition, the Landowner has entered into a purchase and sale contract with Forestar to purchase Parcel H and Parcel I. These landowners, along with others, will develop the Northeast Sector over time based on market conditions.

Assessment Methodology

Overview

As described in the Master Methodology, the assessment methodology is a process by which the District will allocate the costs associated with its improvement program to properties in the Northeast Sector area of the District benefiting from the improvements. The allocation is based upon the benefits that each property receives. At the outset, the District has based its CIP on the projected land uses the Landowner currently plans for the Northeast Sector portion of the District as outlined in Table 1.

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

Based upon the projected land use plan for the Northeast Sector created by the Landowner summarized in Table 1, the District Engineer has developed the CIP for the Northeast Sector. These cost estimates are summarized in Table 2 below. The Engineer estimates a total project cost of $84,680,481. The CIP estimate excludes financing costs and interest expenses.

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

Project	2018-19	2020-21	Total	
Uilein	$20,925,060		$20,925,060	
44th Avenue	$21,993,195		$21,993,195	
Rangeland		$21,070,125	$21,070,125	
Bourneside		$14,142,010	$14,142,010	
Post Road		$3,686,500	$3,686,500	
Contingency and Professional Fees	$1,502,139	$1,361,452	$2,863,591	
	========	========	==========	
Total	$44,420,394	$40,260,087	$84,680,481	
Source: Stantec (August 4, 2017, as updated from time to time), “Lakewood Ranch Stewardship District Master Engineer’s Report for Northeast Sector at Lakewood Ranch Infrastructure Improvements”

Based on the District Engineer’s estimated cost for the Northeast Sector, the Financial Advisor has designed a financing program to provide the construction funds needed for the CIP. Table 3 provides a summary of the financing program needed to fund this project in the Northeast Sector. Bonds or other indebtedness (collectively, “Bonds”) totaling approximately $98,300,000 are needed to fund the CIP.

Table 3: Estimated Size of the Bonds for the Northeast Sector

Category	Series 2018	Series 2020	Total	
Construction Fund	$44,420,394	$40,260,087	$84,680,481	
Debt Service Reserve	$2,808,789	$2,547,252	$5,356,041	
Capitalized Interest	$3,093,000	$2,805,000	$5,898,000	
Cost of Issuance	$200,000	$200,000	$400,000	
Underwriter's Discount	$1,031,000	$935,000	$1,966,000	
Rounding	($3,182)	$2,660	($522)	
	==========	==========	==========	
Total	$51,550,000	$46,750,000	$98,300,000	
Source: PFM Financial Advisors LLC

Allocation to Benefiting Properties – The Master Methodology

The Master Assessment Report allocated $98,300,000 over the Properties. The Properties consist of the 3,853 gross acres in the Northeast Sector less the 226 acres identified for the school sites and water supply lakes and park which are not assessed leaving a net of 3,627 gross acres of the Properties. Therefore, the cost per gross acre of Properties in the Northeast Sector is $27,102 on a debt financed basis.

When Properties are sold by the Landowner to new landowners along with the entitlements, the debt per gross acre on new landowner’s Property will be refined to reflect the allocation of the entitlements conveyed using the equivalent residential unit (“ERU”) methodology described in the Master Assessment Report. The ERU uses a standard single-family residential unit as the basis for measurement, and it is assigned 1 ERU. All other land uses are assigned an ERU in relationship to the single-family home. Table 4 presents the ERU methodology approved by the District for Properties in the Northeast Sector.

Table 4. Allocation of the Cost of the CIP as Funded to The Properties in the Northeast Sector

Land Use	Par Debt	Par Debt/Unit	Debt Service	
Single-family standard	$78,313,394	$11,837	$859.94	
Single-family age restricted	$7,020,507	$10,653	$773.95	
Apartments	$6,391,964	$7,102	$515.97	
Commercial (square feet of building)	$6,574,135	$12	$0.86	

Total	=========
$98,300,000			
Source: PFM Financial Advisors LLC

True-Up Mechanism

The true up mechanism provides a critical safeguard in the assessment process preventing a buildup of debt on undeveloped property. 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 the Properties by (b) the number of unplatted acres in the Properties.

To date the District has sold $51,110,000 in bonds as shown in Table 5. The Landowner has sold 2,294 acres of land to Taylor Morrison, Lennar, Pulte, Solera Landco, LLC (bank financing entity for D.R. Horton) and Kolter. The Sold Property has been allocated all $56,695,000 based on the assessment methodology. Therefore, there is $0 bond debt on the unsold property in the Northeast Sector at this time.

Table 5. Northeast Sector Bonds and Parcels Sold

Category	Amounts	
Series 2018 Phase 1A Bonds	$14,925,000	
Series 2019 Phase 1B Bonds	$36,185,000	
Series 2019 Phase 2A Bonds	$5,585,000	
	==========	
Total Bonds Sold	$56,695,000*	
Parcels Sold	Acres Sold	
Parcel A1 – Taylor Morrison	711	
Parcel A2 –Taylor Morrison	281	
Parcel B – Lennar	545	
Parcel D - Pulte	229	
Parcel E – Solera Landco, LLC	278	
Parcel F – Kolter	250	
	======	
Total Sold	2,294	
Source: PFM Financial Advisors LLC
*The District previously issued its Series 2017 Note, a revolving line of credit, to fund the initial portions of the CIP,
however outstanding amounts under the Series 2017 Note will be repaid with the proceeds of the Series 2020 Phase 2B Bonds.
As a result, the outstanding balance of the Series 2017 Note concurrent with the issuance of the Series 2020 Phase 2B Bonds will be $0.

The District plans to sell $17,755,000 in Series 2020 Phase 2B Bonds as described below. According to the Master Methodology, this debt would initially be allocated on all of the remaining unsold acreage in the Northeast Sector less the lands planned for the schools (“Remaining Assessable Acreage”). As Table 6 shows, the remaining unsold acreage, net of the school sites, totals 1,333.

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

Parcels Unsold	Acreage
Parcel C	20
Parcel G	260
Parcel H	379
Parcel I	519
Parcel J	70
Parcel K	48
Parcel L	58
Parcel 1 - south of SR 64	20
Parcel 2 - east of Lorraine Rd	20
Parcel 3 - west of Uihlein Rd	15
Parcel 4 - north of SR 70	20
Parcel 5 - south of SR 64	10
High School	80
K-8 School	40
=======
Total	1,559
Less - School Parcels & Parcels K and L	226
======
Unsold Acreage	1,333
Source: District Engineer & PFM Financial Advisors LLC

Assuming that the District sells its Series 2020 Phase 2B Bonds in the amount of $17,755,000 the Ceiling Amount would be set at $13,320 as follows:

$17,755,000 Series 2020 Phase 2B Bonds / 1,333 remaining unplatted acres = $13,320

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 of Phase 2B – Remaining Assessable Acreage for True-Up Test

Category	25%	50%	75%	90%	
Cumulative Acres	333	667	1,000	1,200	
Unallocated Acres	1,000	667	333	133	
Source: PFM Financial Advisors LLC

Series 2020 Phase 2B Bonds

Financing Plan

Table 8 presents the estimated sizing for the Series 2020 Phase 2B Bonds based on information from the District’s Underwriter.

Table 8. Estimated Sizing for the Series 2020 Phase 2B Bonds

Category	Amount	
FCB 2017 Note Payoff	$11,223,782	
Construction Fund	$5,098,276	
Debt Service Reserve Fund	$518,150	
Capitalized Interest Fund	$384,692	
Costs of Issuance	$175,000	
Underwriter's Discount	$355,100	
Rounding	$0	

TOTAL	==========
$17,755,000	
Source: MBS Capital Markets LLC		

Master Assessment Allocations for the Series 2020 Phase 2B Bond

As noted above, the District has allocated $98,300,000 in master assessments on the 3,627 gross acres of the Properties in the Northeast Sector for a maximum debt per gross acre of $27,102. As sales of the Properties occur and entitlements are conveyed, the allocation of debt per gross acre will be refined to reflect the entitlements conveyed using the ERU methodology summarized in Table 4.

As noted above, the Landowner has entered into a purchase and sale contract with Forestar for Parcel H and Parcel I. Table 9 illustrates the application of the assessment methodology to the pending sale of Parcel H and Parcel I.

Table 9. Application of the Assessment Methodology to the Phase 2B Lands

Category Land Use
Number of Units
Par Debt/Unit	Phase 2B Single-family
1,500
$11,837	
Total Par Debt Allocated	$17,755,000	
Net Annual Debt Service/Unit	$691	
Total Net Annual Debt Service	$1,036,300	
Total Gross Annual Debt Service	$1,114,301	
Gross Annual Debt Service/Unit	$743	
Source: PFM Financial Advisors LLC		

Tax Roll

As discussed above, the Series 2020 Phase 2B Bonds will initially be levied on an equal per acre basis on the Remaining Assessable Acreage within the Northeast Sector totaling 1,333 acres. The Series 2020 Phase 2B Bonds were sized to correspond with the collection of the Series 2020 Assessments from all 1,500 lots planned within Parcel H and Parcel I of the Northeast Sector currently under contract with Forestar. Upon consummation of the sale of Parcel H and Parcel I, as prescribed by the assessment methodology, the Series 2020 Phase 2B debt assessments will be assigned to Parcel H and Parcel I in its entirety.

While the Series 2020 Phase 2B Bonds will initially be allocated to all Remaining Assessable Acreage within the Northeast Sector, Table 10 reflects the tax roll for the Series 2020 Phase 2B Bonds following the closing on the currently pending contract for Parcel H and Parcel I. The benefitted parcels are identified by parcel numbers at this juncture. When the Property Appraiser assigns tax identification numbers, the District will update the tax roll accordingly. The administrative charges include charges of 2% for the Manatee County Property Tax Assessor, 1% for the Manatee County Property Appraiser, and a 4% collection allowance for early payment of property taxes.

Table 10. Tax Roll

Annual	Administrative	Total Annual
Parcel	Gross Acres	Par Debt	Assessment	Charges	Assessment
Parcel A1 Taylor Morrison	711	$0	$0	$0	$0	
Parcel A2 Taylor Morrison	281	$0	$0	$0	$0	
Parcel B Lennar	545	$0	$0	$0	$0	
Parcel E - D.R. Horton	278	$0	$0	$0	$0	
Parcel F – Kolter	250	$0	$0	$0	$0	
Parcel C	20	$0	$0	$0	$0	
Parcel D - Pulte	229	$0	$0	$0	$0	
Parcel G	260	$0	$0	$0	$0	
Parcel H - Forestar	379	$7,493,480	$437,369	$32,920	$470,290	
Parcel I - Forestar	519	$10,261,520	$598,931	$45,081	$644,011	
Parcel J	70	$0	$0	$0	$0	
Parcel K	48	$0	$0	$0	$0	
Parcel L	58	$0	$0	$0	$0	
Parcel 1 - south of SR 64	20	$0	$0	$0	$0	
Parcel 2 - east of Lorraine Rd	20	$0	$0	$0	$0	
Parcel 3 - west of Uihlein Rd	15	$0	$0	$0	$0	
Parcel 4 - north of SR 70	20	$0	$0	$0	$0	
Parcel 5 - south of SR 64	10	$0	$0	$0	$0	
High School	80	$0	$0	$0	$0	
K-8 School	40	$0	$0	$0	$0	
	=======	=======	=======	=======	=======	
Total	3,853	$17,755,000	$1,036,300	$78,001	$1,114,301	
Source: PFM Financial Advisors LLC						

9	

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2020-43

RESOLUTION 2020-43

A RESOLUTION OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SUPPLEMENTING ITS RESOLUTION 2005-16 BY AUTHORIZING THE ISSUANCE OF AND AWARDING THE SALE OF NOT EXCEEDING
$19,000,000 PRINCIPAL AMOUNT OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (NORTHEAST SECTOR PROJECT - PHASE 2B) 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 THIRTY-FIRST 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 (Northeast Sector Project - Phase 2B) in a principal amount not exceeding $19,000,000 (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
$19,000,000 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 Thirty-First Supplemental Trust Indenture dated as of October 1, 2020 or such other date and numbering of the supplemental indenture 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

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 $19,000,000, (ii) the net interest cost shall not exceed the maximum allowable by Section 215.84, Florida Statutes, (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 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, and Stantec Consulting Services, Inc., as District Engineer, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the 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.

SECTION 14. Engineer’s Report. The Board hereby approves of changes to the Engineer’s Report previously approved by the Board and also authorizes further revisions and supplements to the Master Engineer’s Report for Northeast Sector 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 Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector 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]

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

ADOPTED this 25th day of September, 2020.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

[SEAL]

By:		 Chairman, Board of Supervisors

ATTEST:

By:		 Secretary

EXHIBIT A

FORM OF THIRTY-FIRST SUPPLEMENTAL INDENTURE

BMO DRAFT
9/16/20

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

Dated as of October 1, 2020 securing
$ 	
Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020
(Northeast Sector Project – Phase 2B)

TABLE OF CONTENTS

This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of the Thirty-First 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	13
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 and Other Funds	16
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	23
Section 503.	No Parity Bonds; Limitation on Additional Bonds	23

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 Thirty-First 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	26
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”	Master Engineer’s Report for Northeast Sector at Lakewood Ranch Infrastructure Improvements dated 	, 2020
Exhibit “B”	Form of 2020 Bonds

THIRTY-FIRST SUPPLEMENTAL TRUST INDENTURE

THIS   THIRTY-FIRST   SUPPLEMENTAL   TRUST   INDENTURE   (the  “Thirty-First
Supplemental Indenture”) dated as of October 1, 2020, between LAKEWOOD RANCH STEWARDSHIP DISTRICT, (the “District”) and U.S. BANK NATIONAL ASSOCIATION,
trustee (the “Trustee”), a national banking association authorized to accept and execute trusts of the character herein set out within the State of Florida.

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

WHEREAS, pursuant to Resolution No. 2005-16 adopted 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 the capital improvement plan (the “Northeast Sector Project”) for the portion of the District known as the Northeast Sector, providing estimated costs of the Northeast Sector Project, defining assessable property to be benefitted by the Northeast Sector Project, defining the portion of the Costs of the Northeast Sector Project 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 Northeast Sector Project 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, the District has previously issued its Bond Anticipation Note, Series 2017 (Northeast Sector Project) (the “2017 Note”), its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1A), its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1B) and its Special Assessment Revenue Bonds, Series 2019 (Northeast Sector Project – Phase 2A) in order to finance a portion of the Northeast Sector Project; and

WHEREAS, pursuant to the Bond Resolution, as supplemented by Resolution No. 2020- 43 adopted by the Governing Body of the District on September 25, 2020, the District has

authorized  the  issuance, sale  and  delivery  of its $ 	Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2B) (the “2020 Bonds”) as a Series of Bonds under the Master Indenture and authorized the execution and delivery of this Thirty-First Supplemental Indenture to secure the issuance of the 2020 Bonds; and

WHEREAS, the District will apply the proceeds of the 2020 Bonds to: (i) pay down the revolving line of credit secured by the 2017 Note; (ii) finance the Costs of the acquisition, construction, installation and equipping of the Northeast Sector Project – Phase 2B; (iii) pay certain costs associated with the issuance of the 2020 Bonds; (iv) pay the interest to become due on the 2020 Bonds on May 1, 2021; and (v) fund the 2020 Reserve Account; and

WHEREAS, the execution and delivery of the 2020 Bonds and of this Thirty-First 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 Thirty-First 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 THIRTY-FIRST 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 Thirty-First Supplemental Indenture and in the 2020 Bonds: (a) has executed and delivered this Thirty-First 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;

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 Thirty-First 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 Thirty-First 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 Thirty-First 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 Thirty-First 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 Thirty-First Supplemental Indenture, then upon such final payments, this Thirty-First 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 Thirty-First Supplemental Indenture shall remain in full force and effect;

THIS THIRTY-FIRST 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 Thirty-First Supplemental Indenture), including this Thirty-First 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:

“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;

(C)	commercial paper rated in the two highest rating categories by both Moody’s	
and S&P;		
(D)	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, 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 Thirty-First 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 District 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;

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 Thirty-First 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;

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 Thirty-First 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.

“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 $ 	.

“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 dated September 8, 2017, as updated from time to time, and as supplemented by the Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Series 2020 Bonds Phase 2B 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. 2017-19, 2017-20, 2017-23 and 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 Northeast Sector Project – Phase 2B between the District and the Landowner dated October , 2020.

“Completion Agreement” shall mean the agreement or agreements between the Landowner and the District pursuant to which, among other matters, the Landowner has

agreed to provide funds to pay all Costs of the Northeast Sector Project not paid for 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 Northeast Sector Project – Phase 2B shall mean: either (a) the date upon which the Northeast Sector Project – Phase 2B 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 Northeast Sector Project – Phase 2B in a sound and economical manner within a reasonable period of time as evidenced by a certificate of the District Engineer filed with the Trustee and the District; provided that in each case such certificate of the District Engineer shall set forth the amount of all Costs of such Northeast Sector Project – Phase 2B 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 (Northeast Sector Project – Phase 2B) dated as of October , 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 May 1,
2021.

“Landowner” shall mean SMR Northeast, LLC, a Florida limited liability company, or any successor or assign thereof.

“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:

Maximum Annual

Product	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.

“Master Acquisition Agreement” shall mean any document, including any and all amendments thereto, pursuant to which the Landowner conveys to the District any portion of the Northeast Sector Project.

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

“Northeast Sector Project” shall mean the project identified as the Northeast Sector Project and more particularly described in the Engineer’s Report attached hereto as Exhibit A.

“Northeast Sector Project – Phase 2B” shall mean the portion of the Northeast Sector Project financed with proceeds of the 2020 Bonds.

“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.

“Sixteenth Supplemental Indenture” shall mean that certain Sixteenth Supplemental Trust Indenture dated as of September 1, 2017, by and between the District and the Trustee to secure the issuance of the 2017 Note.

“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 Thirty-First 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 Thirty-First 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
$	%
$	%
$	%
$	%

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 May 1, 2021, 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 Thirty-First 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 Northeast Sector Project – Phase 2B 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 Northeast Sector Project – Phase 2B, (iii) all proceedings undertaken by the District with respect to the Series 2020 Assessments have been in accordance with Florida law,
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 Thirty-First 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 Northeast Sector Project – Phase 2B;

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 Master 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 Thirty-First 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

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 and Other Funds.  The net proceeds of the   sale of the 2020 Bonds received by the Trustee in the amount of $ 		(which is the face amount  of  the  2020  Bonds, less Underwriter’s Discount of $ 	and [plus/less] original issue  [discount/premium] of $ 	(the  “Bond  Proceeds”)) and $ 		held by the Trustee in the 2017 Note Reserve Account pursuant to the Sixteenth Supplemental Indenture (the “2017 Note Reserve Funds”), shall be applied as follows:

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

$ 	of Bond Proceeds, representing the amount of interest to become due on the 2020 Bonds on May 1, 2021, shall be deposited to the credit of the 2020 Capitalized Interest Account;

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

$ 	of Bond Proceeds shall be credited to the 2020 Acquisition and
Construction Account and then transferred to the 2017 Note Principal Account in the amount of
$ 	and to the 2017 Note Interest Account in the amount  of $ 	to be applied to pay down the 2017 Note pursuant to the wire instructions in the Closing Memorandum dated October , 2020 (the “Closing Memorandum”);

$ 	of Bond Proceeds remaining after the deposits above shall be
deposited to the credit of the 2020 Acquisition and Construction Account; and

the 2017 Note Reserve Funds shall be transferred to the 2017 Note Principal Account in the amount  of $ 	and to the 2017 Note Interest Account in the amount of
$ 	to  be  applied,  along  with  the  Bond  Proceeds  deposited  into  such  Accounts, as
provided in paragraph (e) above.

Section 403.	2020 Acquisition and Construction Account.

Amounts on deposit in the 2020 Acquisition and Construction Account shall be applied to pay the Costs of the Northeast Sector Project – Phase 2B 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 moneys requested to be paid by the District is for an appropriate use of such moneys.

Any balance remaining in the 2020 Acquisition and Construction Account after the Date of Completion of the Northeast Sector Project – Phase 2B and after retaining the amount, if any, of all remaining unpaid Costs of the Northeast Sector Project – Phase 2B 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, such account 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 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 2020 Acquisition and Construction  Account until the Date of Completion of the Northeast Sector Project – Phase 2B and on and after the Date of Completion of the Northeast Sector Project – Phase 2B shall be deposited in the 2020 Prepayment Subaccount. Unless and until the Trustee receives the Engineer's Certificate establishing that 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 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 Northeast Sector Project – Phase 2B, (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.

Section 406. 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. 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.

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:

(i)	Assessment Interest, which shall be deposited into the 2020 Interest	
Account;		
(ii)	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. 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 May 1, 2021, 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 May 1, 2021, 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 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, 2021, 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 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, 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 Thirty- First 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 conclusively rely. Notwithstanding the foregoing, nothing herein shall preclude the imposition of Assessments (or the issuance of Bonds secured by such Assessments) on property then subject to the Series 2020 Assessments which the District certifies 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 Thirty-First Supplemental Indenture. This Thirty-First 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 Thirty-First Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and this Thirty-First Supplemental Indenture shall be read and construed as one document.

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

Section 605. Counterparts.  This Thirty-First 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 Thirty-First Supplemental Indenture are hereby incorporated herein and made a part of this Thirty-First 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 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 Thirty-First 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”

Master Engineer’s Report for Northeast Sector at Lakewood Ranch Infrastructure Improvements dated 	, 2020.

	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 (NORTHEAST SECTOR PROJECT – PHASE 2B)		
Interest Rate	Maturity	Dated
Date	Date	
CUSIP	
[ 	]%	[ 	]	October , 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 May 1, 2021, 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 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 (Northeast Sector Project – Phase 2B)” (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 Thirty-First Supplemental Trust Indenture, dated as of October 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 (ii) paying down the revolving line of credit secured by the District’s Bond Anticipation Note, Series 2017 (Northeast Sector Project); (ii) financing the Cost of the acquisition, construction, installation and equipping the Northeast Sector Project – Phase 2B; (iii) paying certain costs associated with the issuance of the 2020 Bonds; (iv) paying the interest to become due on the 2020 Bonds on May 1, 2021; and (v) 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 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 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	Amortization	
the Year	Installment	
	$	

*

*Maturity

$ 	Term Bond maturing May 1, 20  

May 1 of	Amortization	
the Year	Installment	
	$	

*

*Maturity
$ 	Term Bond maturing May 1, 20  

May 1 of	Amortization	
the Year	Installment	
	$	

*

*Maturity

$ 	Term Bond maturing May 1, 20  

May 1 of	Amortization	
the Year	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 or after the Date of Completion of the Northeast Sector Project – Phase 2B, by application of moneys transferred from 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.

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]

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

Date of Authentication: October , 2020

By:		 Vice President

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

EXHIBIT C

FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

EXHIBIT D

FORM OF CONTINUING DISCLOSURE AGREEMENT

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Sun State Landscape Management, Inc.
Landscape and Irrigation Maintenance Services (Lorraine Rd. South Extension)

Lorraine Rd. South (Extension)

AGREEMENT FOR LANDSCAPE AND IRRIGATION MAINTENANCE SERVICES BETWEEN LAKEWOOD RANCH STEWARDSHIP DISTRICT AND
 	SUN STATE LANDSCAPE MANAGEMENT, INC.	
THIS AGREEMENT (the “Agreement”) is made and entered into this 1st day of October 2020, by and between:

Lakewood Ranch Stewardship District, a local unit of special-purpose government located in Sarasota and Manatee Counties, Florida, and whose mailing address is 12051 Corporate Boulevard, Orlando, Florida 32817 (the “District”); and

 	Sun State Landscape Management	
 	8920 Erie Lane, Parrish, Florida, 34219	

RECITALS

WHEREAS, the District was established pursuant to Chapter 2005-338, Laws of Florida, as amended, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements, including but not limited to, landscaping and irrigation improvements; and

WHEREAS, the District desires to retain an independent contractor to provide landscape and irrigation maintenance services to Lorraine Road South within an area of District known as the Sarasota Sector, the scope of which is as more particularly described in the attached Exhibit A, which is incorporated herein by this reference (the “Services”); and

WHEREAS, Contractor represents that it is qualified, willing and able to provide  landscape and irrigation maintenance services and desires to provide such services to the District; and

WHEREAS, the District and Contractor warrant and agree that they have all right, power and authority to enter into and be bound by this Agreement.

NOW, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

SECTION 1. RECITALS. The recitals so stated are true  and  correct  and  by  this  reference are incorporated into and form a material part of this Agreement.

SECTION 2. DESCRIPTION OF WORK AND SERVICES.

The duties, obligations, and responsibilities of the Contractor are to provide the services, labor and materials necessary for the provision of landscape and irrigation maintenance services within the District as described herein and in Exhibit A. Such lands on which Services shall be provided are as more particularly described and

shown on Composite Exhibit B, attached hereto and incorporated herein by reference.

This Agreement grants to Contractor the right to enter the lands that are subject to this Agreement, for those purposes described in this Agreement, and Contractor hereby agrees to comply with all applicable laws, rules, ordinances and regulations affecting the provision of the Services.

Contractor shall be solely responsible for the means, manner and methods by which its duties, obligations and responsibilities are met to the satisfaction of the District and in accordance with this Agreement. Contractor shall use industry best practices and procedures when carrying out the Services.

Pesticide applications shall be made by an individual licensed to perform pest control services in accordance with Chapter 487.011, Florida Statutes. Contractor shall provide proof of such licensure and certification to the District prior to commencement of the Services.

The Contractor shall report directly to the District’s Maintenance Manager who shall be Garrett Hardy. Contractor acknowledges and agrees that the District has the right to request that Contractor’s employees and/or subcontractors who do not behave in a professional manner, in the District’s sole determination, be removed from the Contractor’s landscape maintenance team(s) providing the Services to the District.

Contractor shall use all due care to protect the property of the District, its residents and landowners from damage and shall follow and be responsible for the Services set forth in Exhibit A on the property as provided in Composite Exhibit B. Contractor agrees to repair any damage resulting from Contractor’s activities and work within twenty-four (24) hours. This includes, but is not limited to, damage caused by Contractor to irrigation heads and lines, landscape, grasses or any other District or landowner properties or improvements.

In the event that the District notifies the Contractor that any of the Services performed by the Contractor pursuant to this Agreement are deemed to be inconsistent with the scope of services set forth in Exhibit A, Contractor shall have two (2) business days to correct minor deficiencies, and up to fifteen (15) business days, or another mutually agreed upon timeframe, to correct non-minor deficiencies. As it would be difficult to ascertain the exact amount of damages incurred by the District as a result of the Contractor’s failure to perform in accordance with the terms of the Agreement, in the event that the Contractor fails to timely remedy the deficiency(ies) as set forth herein, the District is entitled to reduce the current monthly payment to the Contractor by fifteen (15%) percent per day, as liquidated damages for non-performance (but not as a penalty), until such deficiencies are remedied.

In the event that time is lost due to heavy rains (“Rain Days”), the Contractor agrees to reschedule its employees and divide their time accordingly to complete all

scheduled services during the time during the same week as any Rain Days. The Contractor shall provide services on Saturdays if needed to make up Rain Days, but shall not provide services on Sundays.

SECTION 3.	COMPENSATION; TERM.

As compensation for the completion of the Services, the District agrees to pay the Contractor Seventy-Nine Thousand Thirty-Four Dollars ($79,034.00) per year, which amount includes all tools, labor and materials necessary to complete the Services.  The term of this Agreement shall be from October 1st, 2020 through September 30th, 2021 unless terminated earlier in accordance with the terms of this Agreement or renewed for optional one (1) year renewals at the option of the parties hereto at the same price and terms as provided for herein.

If the District should desire additional work or services not provided in Exhibit A, or to add additional lands to be maintained not contained in Composite Exhibit B, the Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiations, the parties shall agree in writing to a work order, addendum, addenda, or change order to this Agreement as set forth in Section 4.

The District may require, as a condition precedent to making any payment to the Contractor that all subcontractors, material men, suppliers or laborers be paid and require evidence, in the form of Lien Releases or partial Waivers of Lien, to be submitted to the District by those subcontractors, material men, suppliers or laborers, and further require that the Contractor provide an Affidavit relating to the payment of said indebtedness. Further, the District shall have the right to require, as a condition precedent to making any payment, evidence from the Contractor, in a form satisfactory to the District, that any indebtedness of the Contractor, as to services to the District, has been paid and that the Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workmen’s Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

The Contractor shall maintain records conforming to usual accounting practices. Further, the Contractor agrees to render an invoice to the District, in writing, which shall be delivered or mailed to the District by the fifth (5th) day of the next succeeding month. This invoice is due and payable within forty-five (45) days of receipt by the District, or in accordance with Florida’s Prompt Payment Act, whichever is sooner. The invoice shall include such supporting information as the District may reasonably require the Contractor to provide.

SECTION 4. CHANGE ORDERS. Contractor understands that the Services may be reduced, expanded or otherwise modified in scope. If any additional Services are proposed beyond those identified in this Agreement, Contractor shall perform them but only after receiving a written change order from the District. Contractor shall cooperate with and assist the District in

preparing and determining the scope of any change order. In the event the modification in services reflects a change to the scope of work as contained in Composite Exhibit B, Contractor’s compensation shall be adjusted for the added or deducted scope proposed by the change order in accordance with the unit prices established in the Agreement as set forth in Exhibit C. In the event the service is not represented by a lump sum or unit price set forth in  this Agreement, Contractor’s compensation shall be adjusted for the added or deducted services proposed by the change order as reasonably determined by the District in conference with the Contractor. All change orders shall be in the form attached hereto as Exhibit D.

SECTION 5.  WARRANTY AND COVENANT. The Contractor warrants to the District that  all materials furnished under this Agreement shall be new, and that all services and materials shall be of good quality, free from faults and defects. The Contractor hereby warrants any materials and Services for a period of one (1) year after acceptance by the District or longer as required under Florida law. With respect to any and all plant material provided pursuant to Section 2, all plant material shall be guaranteed to be in a satisfactory growing condition and to live for a period of one (1) year from planting except for annuals, which will be replaced seasonally. All plants that fail to survive under the guarantee shall be replaced as they fail with the same type and size as originally specified. Contractor further warrants to the District those warranties which Contractor otherwise warrants to others and the duration of such warranties is as provided by Florida law unless longer guarantees or warranties are provided for elsewhere in the Agreement (in which case the longer periods of time shall prevail). Contractor shall replace or repair warranted items to the District’s satisfaction and in the District’s discretion. Neither final acceptance of the Services, nor monthly or final payment therefore, nor any provision of the Agreement shall relieve Contractor of responsibility for defective or deficient materials or Services. If any of the Services or materials are found to be defective, deficient or not in accordance with the Agreement, Contractor shall correct remove and replace it promptly after receipt of a written notice from the District and correct and pay for any other damage resulting there from to District property or the property of landowners within the District. Contractor hereby certifies it is receiving the property in its as-is condition and has thoroughly inspected the property and addressed any present deficiencies, if any, with the District. Contractor shall be responsible for maintaining and warranting all plant material maintained by Contractor as of the first date of Services.

Contractor hereby covenants to the District that it shall perform the Services: (i) using its best skill and judgment and in accordance with generally accepted professional standards and (ii) in compliance with all applicable federal, state, county, municipal, building and zoning, land use, environmental, public safety, non-discrimination and disability accessibility laws, codes, ordinances, rules and regulations, including, without limitation, all professional registration (both corporate and individual) for all required basic disciplines that it shall perform. Contractor hereby covenants to the District that any work product of the Contractor shall not call for the use nor infringe any patent, trademark, services mark, copyright or other proprietary interest claimed or held by any person or business entity absent prior written consent from the District.

SECTION  6  INSURANCE.   Contractor shall, at its own expense, maintain insurance during the performance of its Services under this Agreement, with limits of liability not less than the following:

Workers Compensation	statutory

General Liability
Bodily Injury (including contractual)	$1,000,000/$2,000,000
Property Damage (including contractual)	$1,000,000/$2,000,000

Automobile Liability (if applicable)
Bodily Injury and Property Damage	$1,000,000
Contractor shall provide the District with a certificate naming the District, its officers, agents and employees as an additional insured prior to the commencement of the Services. At no time shall Contractor be without insurance in the above amounts. No policy may be canceled during the term of this Agreement without at least thirty (30) days written notice to the District. An insurance certificate evidencing compliance with this section shall be sent to the District prior to the commencement of any performance under this Agreement.

SECTION 7. INDEPENDENT CONTRACTOR.  It is understood and agreed that at all times the relationship of Contractor and its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor to the District is the relationship of an independent contractor and not that of an employee, agent, joint venturer or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor. The parties acknowledge that Contractor is not an employee for state or federal tax purposes. Contractor shall hire and pay all of Contractor’s employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, all of whom shall be employees of Contractor and not employees of District and at all times entirely under Contractor's supervision, direction and control.

In particular, District will not: i) Withhold FICA (Social Security) from Contractor's payments; ii) Make state or federal unemployment insurance contributions on Contractor's behalf; iii) Withhold state or federal income tax from payment to Contractor; iv) Make disability insurance contributions on behalf of Contractor; or v) Obtain workers’ compensation insurance on behalf of Contractor. Moreover, Contractor shall provide the District with a completed IRS W-9 form prior to the commencement of the Services.

SECTION   8.	COMPLIANCE   WITH   LAWS,   ORDINANCES   AND   REGULATIONS.	In
performing its obligations under this Agreement, Contractor and each of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public or governmental authority having appropriate jurisdiction, including all laws, regulations and rules relating to immigration and/or the status of foreign workers. Contractor shall initiate, maintain, and supervise all safety precautions and programs in connection with its obligations herein. Contractor shall ensure that all of Contractor’s employees, agents, subcontractors or anyone directly or indirectly employed by Contractor observe Contractor’s rules and regulations of safety and conduct. Contractor shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to all of its employees, agents and subcontractors performing its obligations herein and other persons who may be affected, and

any material, equipment and other property. Contractor shall remedy all damage or loss to any property caused in whole or in part by Contractor, its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, or by anyone for whose acts Contractor may be liable. Contractor shall indemnify District for all damage or losses it may incur or be exposed to because of Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor’s failure to comply with the provisions contained herein.

SECTION 9.	DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A
default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit  or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 10. ENFORCEMENT OF AGREEMENT.  In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorney’s fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 11.  AMENDMENTS.  Amendments to and waivers of the provisions contained  in this Agreement may be made only by an instrument in writing which is executed by both the District and the Contractor.

SECTION 12. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Contractor, both the District and the Contractor have complied with all the requirements of law, and both the District and the Contractor have full power and authority to comply with the terms and provisions of this instrument.

SECTION 13. NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to Contractor:	Sun State Landscape Management, Inc.
8920 Erie Lane
Parrish, FL 34219 Attn: Randal Hand

If to District:	Lakewood Ranch Stewardship District
12051 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300 Post Office Box 6526
Tallahassee, Florida 32314 Attn: Jonathan T. Johnson

With a copy to:	Lakewood Ranch Stewardship District Operations
14400 Covenant Way Lakewood Ranch, FL 34202 Attn: Operations Manager

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non- business day, the Notice period shall be extended to the next succeeding business day.  Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Contractor may deliver Notice on behalf of the District and the Contractor. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

SECTION 14. ARM’S LENGTH TRANSACTION. This Agreement  has  been  negotiated fully between the District and the Contractor as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Contractor.

SECTION 15. THIRD  PARTY  BENEFICIARIES.  This Agreement  is solely for the benefit of the District and the Contractor and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Contractor any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Contractor and their respective representatives, successors, and assigns.

SECTION 16. ASSIGNMENT. Neither the District nor the Contractor may assign this Agreement or any monies to become due hereunder without the prior written approval of the other.

SECTION 17. APPLICABLE LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in Manatee County, Florida.

SECTION 18.	INDEMNIFICATION.

Contractor, its employees, agents and subcontractors shall defend, hold harmless and indemnify the District and its supervisors, officers, staff, employees, representatives and agents against any claims, damages, liabilities, losses and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the acts or omissions of Contractor, and other persons employed or utilized by Contractor in the performance of this Agreement or the Services performed hereunder up to the amount of One Million Dollars ($1,000,000.00). By executing this Agreement, Contractor agrees such indemnification amount bears a reasonable commercial relationship to the Agreement.

Obligations under this section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorney fees, paralegal fees and expert witness fees (incurred in court, out of court, on appeal, or  in bankruptcy proceedings) as ordered.

SECTION 19.	LIMITATIONS	ON	GOVERNMENTAL	LIABILITY.	Nothing	in	this
Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 20. TERMINATION. The District agrees that the Contractor may terminate this Agreement for cause by providing thirty (30) days written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. The Contractor agrees that the District may terminate this Agreement immediately for cause by providing written notice of termination to the Contractor. The District shall provide thirty (30) days written notice of termination without cause. Upon any termination of this Agreement, the Contractor shall be entitled to payment for all Services rendered up until the effective termination of this Agreement, subject to whatever claims or off sets the District may have against the Contractor as the sole means of recovery for termination.

SECTION 21. OWNERSHIP OF DOCUMENTS. All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Contractor pursuant to this Agreement shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.

SECTION 22.  PUBLIC RECORDS.  Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Jane Gaarlandt (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Contractor shall 1) keep and maintain public records required by the District to perform the service;
2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if the Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to the District, at no cost, all public records in Contractor’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Contractor, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 723-5900, MARTINEZV@PFM.COM, OR AT 12051 CORPORATE BOULEVARD, ORLANDO, FLORIDA 32817.

SECTION 23. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 24. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

9

SECTION 25. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement.

[Signatures on Next Page]

Lorraine Rd. South (Extension)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

Attest:	Lakewood Ranch Stewardship District

Secretary	Chairman/Vice Chairman, Board of Supervisors

Witness:	 	Sun State Landscape Management, Inc.

By: 	

Signature of Witness

Print Name

Print Name: 	 Title:    	 

Exhibit A:	Description of Services
Composite Exhibit B:	Landscape Maintenance Scope Maps
Exhibit C:	Unit Pricing Scope Sheet
Exhibit D:	Form of Change Order

Lorraine Rd. South (Extension)

EXHIBIT A

Description of Services

Lakewood Ranch Stewardship District		Landscape & Irrigation Maintenance Agreement EXHIBIT A
Maintenance Specifications

Turf Maintenance

Mechanical: St. Augustine and Zoysia turfgrass shall be mowed weekly during the months of April through October and bi-weekly during the months of November through March; a minimum of 40 times per year. Bahia turfgrass shall be mowed according to seasonal needs and at frequencies necessary to sustain vigor and other desired conditions; a minimum of 25 times per year. All turf shall be maintained with rotary mower. Mower blades shall be sharp at all times to provide a quality cut. Mowing heights shall be 4” for Bahia, 3-3.5” for St. Augustine and 2-2.5” for Zoysia. Mulched areas and bodies of water must not be contaminated with turf clippings. If this occurs, the clippings must be removed.

All edging shall be accomplished using a metal blade edger. Sidewalks, curbs, pavement and other hard surfaces bordered by turf shall be edged at each mowing event. Landscaped beds and tree rings shall be edged at frequencies necessary to preserve a clean, defined appearance and to maintain shape and size.

Line trimmers shall be used at each mowing event to preserve a uniform turf appearance around fences, irrigation valve boxes and any other area not accessible to mowers. Turf around sprinkler heads will be mechanically removed so as to not interfere with or intercept water output.

All areas shall be kept free of debris and litter at all times.

Fertilization: Turf shall be fertilized at intervals necessary to promote and sustain desired conditions. Complete fertilizers shall be granular in composition and contain 30% to 50% or more of the nitrogen in a slow or controlled-release form. While nitrogen fertilization is based on the desired growth rate and type of turf grass being grown, the phosphorus fertilization rate should be based on the analysis of a turf soil sample and the recommendations obtained from it. The fertilizer shall also contain magnesium and micro-nutrients (i.e. manganese, iron, zinc, copper, etc.) Iron shall be in the sulfate, sucrate or chelated form. Fertilizer will be blown or swept off of sidewalks and other paved surfaces. Specific fertilizer formulation shall vary depending on type of turfgrass and based on soil analysis provided by Contractor. Fertilizer applications shall comply with all applicable laws and regulations, including local ordinances imposing seasonal restrictions.

Pest Control: Turf shall be inspected at each visit for indications of problems and methods of Integrated Pest Management (IPM) shall be utilized to prevent or mitigate damage caused by insects and disease.

Pesticide applications will be made by in accordance with the laws and regulations governing use of pesticides in Florida.

Accent Trees, Palms, Shrubs, Ground Covers Maintenance

Mechanical/Manual: ALL PRUNING TOOLS MUST BE CLEANED PRIOR TO USE ON STEWARDSHIP DISTRICT PROPERTIES. Shrubs and ornamental trees will be pruned as specified by District and to provide the desired shape, fullness and blooms. Pruning shall include removal of dead or diseased shrubs and ground covers. Pruning of palms under 12’ in height C.T. will be done as necessary to remove brown fronds, seed heads and hanging boots and any time they appear to maintain the palms looking their best. No pruning will be done during or immediately following growth flushes, branches will be pruned just outside the branch collar. Sucker growth will be removed by hand from the base of trees. No herbicides will be used for this purpose. Pruning of canopy trees shall be undertaken as necessary to maintain a minimum of 8’ clearance of the canopy as measured

Lakewood Ranch Stewardship District		Landscape & Irrigation Maintenance Agreement EXHIBIT A
from the ground. Contractor will remove and dispose of all biomass generated by pruning activities.

Fertilization: Shrubs, trees and ground covers shall be fertilized three times per year. Two of the annual applications are normally scheduled around February and October. A third application can be made during the summer. Rate will be 1 pound of nitrogen per 1,000 square feet per application.

Mature palms in the landscape shall be fertilized four times per year at the rate of 5 to 8 lbs. each application. Palms under 8 feet tall will receive 2-5 lbs. per application four times per year.

Fertilizers should contain equal amounts of nitrogen and potassium and 30% or more of both elements should be available in slow-release from. The fertilizer should also contain magnesium and a complete micronutrient amendment. The fertilizer analysis shall be similar to 8-2-8, 15-5-15, 14-3-14, 12-2-14, etc.

Established shrubs and trees in turf areas exposed to turf fertilizations will be fertilized on an as- needed basis to ensure plants maintain a healthy look. Fertilizer applied to shrubs and trees planted in beds shall be broadcasted over the entire plant bed. Nutrient deficiencies shall be treated with supplemental applications of the specific lacking nutrient according to University of Florida Cooperative Extension recommendations.

The specifications above shall be modified as necessary to comply with applicable laws and regulations.

Pest and Weed Control: Contractor shall practice Integrated Pest Management (IPM) in compliance with applicable laws and regulations to control insects, diseases and weeds on and around perennials, ground covers, shrubs, vines and trees. This will include frequent monitoring and spot treatment as necessary using the least toxic methods. All applications will be performed when temperatures are below 90 degrees F and when wind drift is negligible. First choice will be insecticidal soaps, horticultural oils and biological controls such as Bacillus thuringiensis (Br). Weeds in beds or mulched areas will usually be removed mechanically or be hand. Herbicides will be employed for heavy weed infestations.

Annuals Maintenance

Annual Flowers: Replacement of existing annuals will be done 4 times per year at a per-plant cost not included within the Agreement price. Renovation of annual beds with soil amendments shall be accomplished once per year in early March at no additional cost.

Replacement of dead or injured plants due to pests or Contractor negligence will be done without cost to District. Annuals and perennial bedding plants shall be fertilized at installation with time- release fertilizer. Supplemental fertilization with liquid 20-20-20 or comparable shall also be applied as necessary to promote color and vigor. Hand-pulled weed control will be performed during every maintenance service to ensure all areas are maintained weed-free. No herbicides are to be used on or near the annual beds.

Edging and trimming along the beds will be done to maintain the original straight line or smooth curve.

Lakewood Ranch Stewardship District		Landscape & Irrigation Maintenance Agreement EXHIBIT A
Irrigation Systems Maintenance

Irrigation Systems: Contractor shall inspect and test all components of the irrigation system for functionality on a routine monthly schedule. The monthly test shall include:

Verifying functionality of decoders and solenoid valves from the controller
Ensuring proper coverage of rotor and spray heads and maxi-jet emitters to maximize effectiveness and minimize over spray upon roads, sidewalks, etc.
Replacement of clogged emitters and spray nozzles
Identifying breaks or leaks in lateral lines
Clearing turfgrass, etc. from valve and control boxes
Identifying broken, non-functioning or missing rotors, spray heads and maxi jets
Verify functionality of rain sensors, soil moisture sensors and other automatic shut-off devices

Contractor shall take appropriate action as necessary to maintain the irrigation systems in accordance with the above; compensable at a time and materials basis. Repairs due to damage caused by Contractor’s maintenance activities will be made by Contractor at no expense to District.

Contractor shall be responsible for controller programming including seasonal adjustments, specific need adjustments, accommodating new plant material and otherwise as necessary to ensure adequate irrigation is applied.

Central Control: Contractor must communicate all changes made to controller programming, for approval & to prevent them from being deleted by periodic synchronization.

Optional Services

Thatch Control: Thatch removal is not included the basic contract charges. Removal of thatch (a spongy build-up of dead and living grass shoots, stems and roots) should be considered when thatch thickness exceeds one inch. The best time for thatch removal is March through August when the turf is rapidly growing. Verti-cutting, using a vertical mover is the recommended method of mechanically removing thatch from Zoysia lawns. Blade spacing shall be 1-2” for Zoysia grass.

Mulching: Re-mulching of planting beds shall be by the request of District and charged separately.

Palm and Canopy Tree Pruning: Pruning of palm trees in excess of 12’ C.T. shall be by the request of the District and charged separately. Structural pruning of canopy trees shall be by the request of District and be performed by an ISA Certified Arborist.

Other Services: Other compensable services outside of the Agreement Scope including, but not limited to:
Major clean-up due to storms, vandalism or otherwise
Hand watering
Fire Ant control

Lorraine Rd. South (Extension)

COMPOSITE EXHIBIT B

Landscape Maintenance Scope Maps

 	

  

 	 	 

 	  	 	 	

2,283 sf

100 ft

160 ft

3,228 sf

   JUP 

35 ft

30 LA1 

FRUITVILLE ROAD

35 ft

3

ZAF

DIV

   JUP 

    PS 

3 JUP	139

   MG	 ICB    78	5	 ICB 

   MG 

LI

LI

LI

107	108

115

LA1 5

1	103	11

   TRI 62

104	15	1	105	106

109

110	111	11

MG

QV

QV

QV

QV

   QV

QV

QV

QV

QV

QV

QV

QV

QV

QV

QV

2,380 sf

2,126 sf

EXISTING TREES TO REMAIN

LORRAINE ROAD

EXISTING TREES TO REMAIN

15 ft

LA1	SPB	JUP
6    JUP	22	31
30

EXISTING TREES TO BE REMOVED

GHARD
2020-08-25 19:43:41
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1,412 sf

LP-101a

35 ft

35 ft

LA1 12

JUP 31

SPB 23

JUP 30

 	PS	
   ICB 4

JUP

   MG 

JUP 11

DIV

JUP

SPB
31

120

121

1	17283

124

   QV

20 ft

   LA1	ZAF	142	31	23

118

119

3 DIV 

   ZAF 

JUP

5	LA1

116

117

120	1

114	5

QV

QV

QV

QV

QV

MG

LI

LI

LI

MATCH LINE

112	113 JUP	131

LI

LI

LI

MG

QV

44
EXISTING TREES TO REMAIN

EXISTING TREES TO REMAIN

LORRAINE ROAD

EXISTING TREES TO REMAIN

TRI 62

MATCH LINE

   JUP 
31 LA1 
6

   SPB 23

   JUP 30

QV

1,392 sf

EXISTING TREES TO BE REMOVED

MG

QV

MG

QV

QV

MATCH LINE

GHARD
2020-08-25 19:57:07
--------------------------------------------
14,911 sf

GHARD
2020-08-27 15:41:24
--------------------------------------------
15,885 sf

LP-101b

40 ft

Match Line

JUP 33

LA1	SPB	JUP
12	19	32

PS
1	ICB	MG

JUP 32
 	131	132	

SPB 19

JUP 32

QV

QV

QV

QV

124

15	125 1

126

127	128	129

130

EXISTING TREES

MATCH LINE

EXISTING TREES	TO REMAIN

JUP

SPB

JUP

QV

QV

QV

QV

QV

MG

JUP	SPB
19	11

JUP 20

TO BE REMOVED

LORRAINE ROAD

18	11	19

23 ft

LA1 6

SPB	JUP

 		LA1

23 ft

6

JUP

SPB 19

JUP

JUP	19	32	32	32
32

LP-102a

ICB	PS	MG

MG	JUP 11

TRI	5

ICB 1

1	78	62

23 ft

EXISTING TREES TO BE REMOVED

LORRAINE ROAD

EXISTING TREES TO REMAIN

GHARD
2020-08-25 17:19:36
--------------------------------------------
2,465 sf

GHARD
2020-08-25 17:19:36
--------------------------------------------
12,451 sf

GHARD
2020-08-25 18:15:22
--------------------------------------------
6,794 sf

GHARD
2020-08-25 18:13:22
--------------------------------------------
4,083 sf

GHARD
2020-08-25 18:15:45
--------------------------------------------
19,114 sf

GHARD
2020-08-25 18:12:42
--------------------------------------------
12,077 sf

LP-102b

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

JUP

LA1 12

SPB

MG	PS	ICB

EXISTING TREES

35	24	JUP
32

1 ICB

5 TRI

17    JUP	MG	QV

TO REMAIN

30 sf

30 sf

1,486 sf

12	69	76	1	1

EXISTING TREES TO BE REMOVED

LORRAINE ROAD

30 sf

30 sf

JUP

JUP
35	SPB
23 JUP 32

2,005 sf

DIV 111

20	SPB	JUP	LA1 13		18		4
JUP
32 LA1
6	SPB
22 JUP 29

LP-103a

JUP
ZAF	92

QV

QV

QV

QV

QV

QV

QV

QV

QV

  QV

QV

MG

LI

LI

LI

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

30 sf

3

GHARD
2020-08-05 18:50:45
--------------------------------------------
668 sf

LA1
ZAF	5
3

DIV 143

161

EXISTING TREES TO REMAIN

163	164	166	167

JUP 92

JUP	SPB	JUP
18	13	20

LORRAINE ROAD

EXISTING TREES TO REMAIN

LI

LI

JUP 29

LA1 6

SPB	JUP

30 ft

22	32

GHARD
2020-08-20 15:02:24
--------------------------------------------
5,887 sf

LP-103b

18,225 sf

Match Line

Lorraine Rd. South (Extension)

EXHIBIT C

Unit Pricing Scope Sheet

updated on 8/28/2020		Lakewood Ranch Stewardship District SRQ Sector Landscape Maintenance Scope
'ENHANCED' Lorraine Road from Southern Boundary to Fruitville Road

Section I: Contract Scope	
	Unit $	Per Month $	Per Year$	
ImprovedTurf:	137,961	SF	$	0.25		$	34,490	
Non-Improved Turf	233,889	SF	$	0.12		$	28,067	
Beds/Shrubs/Ground Covers:	47,613	SF	$	0.33		$	15,712	
Irrigation:	45	LS	$	17.00		$	765	
Canopy Trees; 8' Clearance:	95	LS			$	-	
Accent Trees:	65	LS			$	-	
				$	79,034	

Section II: Non-Contract Scope	Unit $	Extension	
Canopy Trees; Structural Pruning:	95	LS	$	100.00	$	9,500	
Palm Tree Pruning:	20	LS	$	25.00	$	500	
Annuals:	0	LS		$	-	
Re-Mulch (at 1" depth):	159	CY	$	45.00	$	7,142	
Irrigation Repair:	PER HOUR	$30.00		

F:\LLAWM\STEWARDSHIP DISTRICT\Landscape and Irrigation\SRQ Sector\Lorraine Road\Lorraine South\2020 Improvements\Lorraine Road South Enhancement Landscape Scope Sheet; LWRSD Boundry to Fruitville.xlsx Lorraine South

EXHIBIT D

Form of Change Order

CHANGE ORDER

Project: 	

No.: 	

Date of Issuance: 		Effective Date: 	

Owner:		 Owner’s Contract No.: 		
Contractor: 		Engineer: 	

You are requested to make the following changes in the Contract Documents. Description:

(List documents supporting change)

Reason for Change Order: Attachments:

Change in Contract Price
Original Contract Price

$ 	

Net changes from previous Change Orders No. 	To No.

$ 	

Contract Price prior to this Change Order

$ 	

Net Increase (decrease) of this Change Order
$ 	

Contract Price with all approved Change Orders

$ 	

Change in Contract Times
Original Contract Times

Substantial Completion: 	 Ready for Final Payment: 	
days or dates

Net changes from previous Change Orders No. 	To No.

days

Contract Times prior to this Change Order

Substantial Completion: 	 Ready for Final Payment: 	
days or dates

Net Increase (decrease) of this Change Order

days

Contract Times with all approved Change Orders

Substantial Completion: 	 Ready for Final Payment: 	

Consultant (Authorized Signature)

Garrett Hardy, Maintenance Manager

days or dates

Recommended:	Approved:	Accepted:	
By: 		By: 		By: 		
Louis Lawman, Project Manager	Owner (Authorized Signature)	Contractor (Authorized Signature)	
Date: 		Date: 		Date: 		

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Specific Authorization No. 120 Stantec

September 17, 2020

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

Via: Hand Delivery and E-Mail

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

Attn:	Mr. Rex Jensen
Chairman

Reference: Specific Authorization No. 120
Revise Bond Issue Report for Northeast Quadrant

Dear Mr. Jensen:

Enclosed is Exhibit A120 for services described above. These are services for revision of the Engineer’s Report for the Bond Issue for the Northeast Quadrant project area.

Should you have any questions regarding this matter, please contact our office. Sincerely,

Michael A. Kennedy, P.E. District Engineer

Robert A. Engel, P.E. Assistant District Engineer

Stantec Consulting Services Inc.
Tel: (941) 907-6900	Tel: (941) 907-6900
Fax: (941) 907-6910	Fax: (941) 9007-6910
E-Mail: mike.kennedy@stantec.com	E-Mail: rob.engel@stantec.com

Enclosure

C:	Anthony Chiofalo, Schroeder-Manatee Ranch, Inc.

Exhibit A120 to General Provisions Attached to Agreement for Services Between Owner and Engineer Dated September 29, 2005

Specific Authorization No. 120
Revised Bond Issue Report for Northeast Quadrant

Further Description of Basic Engineering Services and Related Matters:

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

Engineer shall:

Revise Engineer’s Report.

Attend meetings as necessary.

Perform other services as requested by the Board.

Fee Summary

Engineering (T/M)	$ 3,500

* Time and Material (T/M) estimates are based upon past experience but the actual fee may be more or less due to factors outside of Stantec’s control.

Unless otherwise specified, charges for SERVICES are based on Stantec’s hourly billing rate table (“Rate Table”), attached hereto. The Rate Table is subject to escalation from time to time. At a minimum, effective each January 1 during the term of this Agreement, Stantec’s charges for SERVICES shall escalate by either (a) the most current Consumer Price Index year over year percentage increase, not seasonally adjusted, for the preceding July, all items, as published by Statistics Canada (for Projects in Canada) plus 1.0%, or (b) the most current Consumer Price Index for All Urban Consumers (CPI-U) year over year percentage increase, not seasonally adjusted, for the preceding July, as published by the U.S. Bureau of Labor Statistics plus 1.0% (for all other projects).

Accepted this 	day of 	, 2020.

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

SCHEDULE OF FEES
Effective January 1, 2020

Staff Level	Rate	
Level 3	$ 98.00	
Level 4	$ 108.00	
Level 5	$ 123.00	
Level 6	$ 127.00	
Level 7	$ 132.00	
Level 8	$ 143.00	
Level 9	$ 149.00	
Level 10	$ 154.00	
Level 11	$ 165.00	
Level 12	$ 174.00	
Level 13	$ 183.00	
Level 14	$ 192.00	
Level 15	$ 204.00	
Level 16	$ 225.00	
Level 17	$ 232.00	
Level 18	$ 239.00	
Level 19	$ 248.00	
Level 20	$ 258.00	
Level 21	$ 274.00	
1 Person Field Crew	$ 95.00	
2 Person Field Crew	$ 135.00	
3 Person Field Crew	$ 155.00	
4 Person Field Crew	$ 175.00	

Unit billings, such as printing and survey materials, will be billed at standard rates. All other out-of- pocket expenses will be billed at cost +10%.

Z:\billing_level_rates\2020\Schedule of Fees-2020_table-20191009.docx