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

BOARD OF SUPERVISORS	Friday, November 6, 2020 9:00 a.m.
LAKEWOOD RANCH	Schroeder-Manatee Ranch, Inc.
STEWARDSHIP DISTRICT	14400 Covenant Way
Lakewood Ranch, FL 34202

For those attending the meeting telephonically, the call-in information for the meeting is as follows:
Number:	1-844-621-3956
Participant code:	790 393 986# (New)

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
Administering the Oath of Office to Newly Elected Supervisors
Consideration of Resolution 2021-07, Canvassing and Certifying the Results of the Landowners Election
Consideration of Resolution 2021-08, Declaring a Vacancy in Seat 1
Consideration of Appointment of Supervisor to Seat 1
Consideration of Resolution 2021-09, Election of Officers

Consent Agenda
Minutes
September 25, 2020 Continued Board of Supervisors Meeting
October 2, 2020 Board of Supervisors Meeting
October 9, 2020 Continued Board of Supervisors Meeting
November 3, 2020 Landowners Meeting
Resolution 2021-10 Ratifying the Sale of the Series 2020 NE Sector Phase 2B Bonds
Second Amended and Restated Disclosure of Public Financing (NE Sector Phase 2B)
Engineer’s Report
Change Order No. 89 Specific Authorization No. 118 Stantec
Lakewood Centre CORE Roadways Project
Change Order No. 2 Woodruff & Sons, Inc.
Lorraine Rd Water Main Testing (Univ Pkwy to Fruitville

Numerous extras dictated by Sarasota County in conjunction w/24” water main testing: excavation & remove poly line
Change Order No. 2
Frederick Derr & Company, Inc.
Academic Ave. & Lighterwood Trail Roadway Improvements
Lighterwood Trail Phase: Fill, regrade, force main testing, casings, gate valves
Change Order No. 8 Ryangolf Corporation
Uihlein Road Phase 3 with SR-64 FDOT Turn Lanes
2”, 4” & 6” Conduit (Material & Install and Owner supplied)
Change Order No. 1 DMK Associates Inc.
Lighterwood Trail and SR 64
Item No. I – Changes during design phase Item No. II – Changes to permit applications
Change Order No. 219039B York Bridge Concepts Waterside Place
Notice of activation of longer piling clause
Business Matters
Consideration of Financing Matters Relative to the Northeast Sector Phase 2C, Series 2020 Bonds
MBS Capital Markets, LLC IBA Supplement
Presentation of Supplemental Assessment Methodology Report
Consideration of Resolution 2021-11, Delegation Resolution
Thirty-Second Supplemental Trust Indenture
Bond Purchase Contract
Preliminary Limited Offering Memorandum
Continuing Disclosure Agreement
A. Other Matters (provided under separate cover)
Consideration of Financing Matters Relative to Star Farms Project, Series 2021 Bonds
Consideration of Agreement for Consulting Engineering Services with Waldrop Engineering, P.A.
Consideration of Financing Team Funding Agreement with Forestar (USA) Real Estate Group, Inc.
Other Matters (provided under separate cover)
Consideration of Bid Award for White Eagle Blvd. Signalizations Project (White Eagle Blvd. at Malachite Rd. and White Eagle Blvd. at 44th Avenue East)
Award Recommendation Letter and Bid Tabulation
Resolution 2021-12, Award of Contract

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

Other Business
Staff Reports
Manager’s Report
Attorney’s Report
Engineer’s Report
Specific Authorization No. 121 Stantec
Services Associated with the Lakewood Ranch Stewardship District Pope Road Bidding Services
Change Order No. 8
Frederick Derr & Company, Inc.
Rangeland Pkwy Improvements and Post Blvd. Extension
Add work along Lorraine ROW, Mod of Lorraine/Rangeland intersection; improvements for landowners adjacent to the ROW
Proposal
MSB Services, LLC
Bourneside North Phase III Lighting – From Sta. 66+00 to 100+00 Bid Price: $186,842.70
improvements for landowners adjacent to the ROW
Proposal
Creative Mailbox Designs CORE Phase 2
Bid Price: $91,678.81
Audience Comments Adjournment

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-07

RESOLUTION 2021-07

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT CANVASSING AND CERTIFYING THE RESULTS OF THE LANDOWNERS ELECTION OF SUPERVISORS HELD PURSUANT TO CHAPTER 2005-338, LAWS OF FLORIDA, AND PROVIDING FOR AN EFFECTIVE DATE

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

WHEREAS, pursuant to Chapter 2005-338(5), Laws of Florida, a landowners meeting is required to be held within ninety (90) days of the District’s creation and every two (2) years following the creation of the District for the purpose of electing supervisors of the District; and

WHEREAS, such landowners meeting was held on November 3, 2020, at which the below recited persons were duly elected by virtue of the votes cast in his/her favor; and

WHEREAS, the Board of Supervisors of the District, by means of this Resolution, desire to canvas the votes and declare and certify the results of said election.

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

Section 1. The following persons are found, certified, and declared to have been duly elected as Supervisor of and for the District, having been elected by the votes cast in their favor as shown:

Tony Chiofalo	Seat 2	Votes 13,217

Section 2. In accordance with Chapter 2005-338(5) (2)(b), Laws of Florida, and by virtue of the number of votes cast for the Supervisor, the above-named person is declared to have been elected for the following term of office:

Tony Chiofalo	4 Year Term

[CONTINUED ON NEXT PAGE]

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

PASSED AND ADOPTED THIS 6th DAY OF NOVEMBER, 2020.

Attest:

LAKEWOOD RANCH STEWARDSHIP DISTRICT

 	
Secretary/Assistant Secretary	Chairperson, Board of Supervisors

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-08

RESOLUTION 2021-08

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT DECLARING A VACANCY IN SEAT 1 OF THE BOARD OF SUPERVISORS AND PROVIDING AN EFFECTIVE DATE.

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

WHEREAS, on November 3, 2020, one (1) member of the Board of Supervisors (“Board”) was to be elected by “Qualified Electors,” as that term is defined in Section 2005- 338(2)(2)(v), Laws of Florida; and

WHEREAS, the District published a notice of qualifying period set by the Supervisor of Elections at least two (2) weeks prior to the start of said qualifying period; and

WHEREAS, at the close of the qualifying period, no one qualified to run for Seat 1; and

WHEREAS, in accordance with Florida law, the Board desires to declare this seat vacant, effective the second Tuesday following the general election; and

WHEREAS, a Qualified Elector is to be appointed to the vacant seat within 90 days thereafter; and

WHEREAS, the Board finds that it is in the best interests of the District to adopt this Resolution declaring the seat available for election as vacant.

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

SECTION 1. Seat #1, currently held by Rex Jensen, is hereby declared vacant effective as of November 17, 2020.

SECTION 2. Until such time as the District Board nominates a Qualified Elector to fill the vacancy declared in Section 1 above, the incumbent Board Supervisor of Seat #1 shall remain in office.

SECTION 3. This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 6th day of November, 2020.

ATTEST:	LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary/Assistant	Chairman/Vice Chairman

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Appointment Supervisor to Seat 1

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-09

RESOLUTION 2021-09

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT ELECTING THE OFFICERS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the LAKEWOOD RANCH STEWARDSHIP DISTRICT (hereinafter the
“District”) is a local unit of special-purpose government created and existing pursuant to Chapter 2005-338, Laws of Florida; and

WHEREAS, pursuant to Chapter 2005-338, Laws of Florida, as soon as practicable after each election or appointment to the Board of Supervisors (the “Board”), the Board shall organize by electing one of its members as chair and by electing a secretary, and such other officers as the Board may deem necessary.

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

Section 1. Section 2. Section 3.

Section 4.

    Rex Jensen	is elected Chairman.
    Tony Chiofalo	is elected Vice Chairman.
    Jane Gaarlandt	is elected Secretary.
    Jim Schier	is elected Assistant Secretary.
    Ed Hunzeker	is elected Assistant Secretary.
    Tony Chiofalo	is elected Assistant Secretary.
    Scott Almand	 	is elected Assistant Secretary.
    Scott Almand	is elected Treasurer.

Section 5. 	is elected Assistant Treasurer.
Section 6. All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict.
Section 7. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED THIS 6TH DAY OF NOVEMBER, 2020.

ATTEST:	LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Consent Agenda

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Minutes

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

Minutes – Continued Board of Supervisor’s Meeting – by Telephonic Conferencing
September 25, 2020, 9:00 a.m. Attending and constituting a quorum:
Rex Jensen	Chair	
Tony Chiofalo	Vice-Chair/Assistant Secretary	
Scott Almand	Treasurer/Assistant Secretary	
Ed Hunzeker	Assistant Secretary	
Jim Schier	Assistant Secretary	

Also attending were:

Brent Wilder	PFM Financial Advisors, LLC Kevin Plenzler	PFM Financial Advisors, LLC Jane Gaarlandt	PFM Group Consulting LLC Christina Hanna	PFM Group Consulting LLC Jonathan Johnson	Hopping Green & Sams Misty Taylor	BMO
Brett Sealy	MBS
Sete Zare	MBS
Mike Kennedy	Stantec
Rob Engel	Stantec
Bob Simons	SMR
Roger Aman	SMR
Debbie Byerly	SMR
Scott Schuhle	US Bank

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

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

There were no public comments.

SECOND ORDER OF BUSINESS	Administrative Matters

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

Mr. Johnson presented the resolution.

On MOTION by Mr. Almand, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2020-41, Re-Designating the Secretary of the District.

THIRD ORDER OF BUSINESS	Business Matters

Consideration of Financing Matters  Relative to the Lorraine Lakes Project, Series 2020 Bonds
Presentation of Master Engineer’s Report
1

Presentation of Supplemental Assessment Methodology Report
Consideration of Resolution 2020- 42, Supplemental Assessment Resolution
Other Matters (provided under separate cover)

Mr. Sealy provided details noting that the Board has previously authorized MBS to market and sell the bonds pursuant to certain parameters set forth within the delegation resolution. The bonds had been structured with four term bonds resulting in an average coupon of 3.75% and a very successful pricing for the District. There were five purchasers for the bonds including Nuveen, Bowman Sachs, Blackstone, MacKay, and Franklin.
Mr. Johnson presented the resolution and its exhibits outlining the specifics terms of the pricing. Ms. Taylor confirmed that the closing of the bonds was set to take place as scheduled.

On MOTION by Mr. Hunzeker, seconded by Mr. Schier with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2020-42, Supplemental Assessment Resolution.

FOURTH ORDER OF BUSINESS	Consideration of Financing Matters  Relative to the Northeast Sector Phase 2B Bonds
Presentation of Supplemental Assessment Methodology Report
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)

Mr. Plenzler presented details of the Supplemental Methodology Report and confirmed that the assessments are found to be reasonably and equitably allocated and that the benefits received are greater than the related assessments.
Mr. Sealy provided the timeline for the bonds noting that Staff would request the October 2nd meeting be continued in order to accommodate closing of the bonds in the week of October 12th.
Ms. Taylor provided details of the delegation resolution and its exhibits. The line of credit will be paid off with the proceeds of the bonds. Ms. Taylor answered questions related to that process.

On MOTION by Mr. Chiofalo seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2020-43, Delegation Resolution.

FIFTH ORDER OF BUSINESS	Re-Consideration of Agreement between the District and Sun State Landscape Management, Inc. for Landscape and Irrigation Maintenance Services (Lorraine Rd South Extension)

Mr. Simon presented the agreement with Sun State Landscape Management, Inc. noting the Total amount was revised to $79,034.

On MOTION by Mr. Schier, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District Approved the revised agreement with Sun State Landscape Management, Inc.

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SIXTH ORDER OF BUSINESS	Staff Reports

Manager’s Report – Ms. Gaarlandt noted that following the discussion at the previous meeting relative to the statutory changes to the posting requirements on District websites, Staff recommends that single posting documents such as the audit report remains on the website and that the agenda packets no longer are posted with the back-up material but only the agenda letter.

Attorney’s Report – Mr. Johnson noted the current Executive Order expires on September 30th and absent of another extension at least 3 Board Members would need to meet in person at the next meeting. Some Board re- organization will be on the next agenda.

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

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

On MOTION by Mr. Chiofalo, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Specific Authorization No. 120, Stantec.

Change Order No. 1 Woodruff & Sons, Inc. White Eagle Blvd., Phase V
Revised Pricing for grassing & curb items; Structure S-130A ordered and shipped not needed due to overlap of scope / SR-64 project; Final Reconciliation of Contract

Mr. Engel requested this item be pulled from the agenda.

SEVENTH ORDER OF BUSINESS	Supervisor Requests

Mr. Jensen thanked the bond team for their great work.

EIGHTH ORDER OF BUSINESS	Audience Comments

There were no audience comments.

NINTH ORDER OF BUSINESS	Adjournment

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

On MOTION by Mr. Hunzeker, seconded by Mr. Chiofalo, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District moved to adjourn the September 25, 2020 meeting.

 	_ 	_	 	_ 		
Secretary/Assistant Secretary	Chairperson/Vice-Chairperson	

3	

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

Minutes - Board of Supervisor’s Meeting – by Telephonic Conferencing
October 2, 2020, 9:00 a.m. Attending and constituting a quorum:
Rex Jensen	Chair	
Tony Chiofalo	Vice-Chair/Assistant Secretary	
Scott Almand	Treasurer/Assistant Secretary	
Ed Hunzeker	Assistant Secretary	
Jim Schier	Assistant Secretary	

Also attending were:

Brent Wilder	PFM Financial Advisors, LLC Kevin Plenzler	PFM Financial Advisors, LLC Jane Gaarlandt	PFM Group Consulting LLC Christina Hanna	PFM Group Consulting LLC Jonathan Johnson	Hopping Green & Sams Misty Taylor	BMO
Brett Sealy	MBS
Rob Engel	Stantec
Bob Simons	SMR
Roger Aman	SMR
Debbie Byerly	SMR
Scott Schuhle	US Bank

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

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

There were no public comments.

SECOND ORDER OF BUSINESS	Consent Agenda

Minutes of the September 4, 2020 Board of Supervisors Meeting
Resolution 2021-01, Ratifying the Sale of the Taxable Series 2020 Refinancing Bonds, Lakewood Centre and NW Sector
Third Amended and Restated Supplemental Disclosure of Public Financing (Lakewood Centre and NW Sector Project)
Resolution 2021-02, Ratifying the Sale of the Taxable Series 2020 Bonds, Azario Project
Disclosure of Public Financing (Lorraine Lakes Project)
Engineer’s Report

1

Change Order No. 88 Under Specific Authorization No. 109 Stantec
Waterside East-West Roadway Project
Change Order No. 1
Frederick Derr & Company, Inc. Lakewood Centre CORE Phase 2 and SR-70 Turn Lanes 3 Deduction	for	Materials Purchase & Sales Tax
Change Order No. 6 Ryangolf Corporation
Uihlein Road Phase 3 with SR- 64 FDOT Turn Lanes
Remove, relocate and reinstall Control Structure 25
Change Order No. 7 Ryangolf Corporation
Uihlein Road Phase 3 with SR- 64 FDOT Turn Lanes
Conduit, furnish & install open trench, directional bore; pull & splice box; lighting conductors, light pole
Change Order No. 17
E.T MacKenzie of Florida,, Inc. 44th Avenue East Phase V
Credit 8” Concrete Sidewalk. Milled & Overlay and 4’ Concrete Traffic Separator (these items were billed at 100% in original bid, credited 100% in CO-2 and again shown as credit in CO-6)

On MOTION by Mr. Schier, seconded by Jensen, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the items on the consent agenda.

Mr. Chiofalo presented the consent agenda.

THIRD ORDER OF BUSINESS	Administrative Matters

Consideration of Board Seat Adjustments

Mr. Johnson noted that the District had reached the population threshold to transition the first seat over to a qualified elector, however, no qualified elector has registered to run for that seat so the Board is in the position to declare that seat vacant and appoint a qualified elector. Mr. Hunzeker is a qualified elector and has already served on the Board for quite a while, so it is just be a matter of adjusting Mr. Hunzeker’s seat. Mr. Johnson asked that any action on the matter be tabled to the next meeting.

Mr. Hunzeker left the meeting.

FOURTH ORDER OF BUSINESS	Business Matters

Consideration of Financing Matters  Relative to the Northeast Sector Phase 2B Bonds
A. Other Matters (provided under separate cover)

Mr. Sealy provided an update noting that the bonds are scheduled to be priced on October 7th and requested that the meeting be continued to October 9th in order to allow for presentation of the documents with a tentative closing date of October 14th.
Mr. Johnson noted that the supplement assessment resolution would be presented at the October 9th meeting.. There were no other matters to consider.
FIFTH ORDER OF BUSINESS	Consideration of Bid Award for Bourneside Boulevard South Phase II
Award Recommendation Letter and Bid Tabulation
Resolution	2021-04,	Award	of Contract

Mr. Johnson noted that this contract will be funded by the funding agreement previously authorized by the Board with the Toll Brothers. The Funding agreement has been executed and is in place and will provide the source of funding for the project until such time that bonds might be issued to fund the project in the Spring. The recommended bidder has ensured that they will hold their pricing through April 2021 in case the Notice to Proceed is not issued until closer to that date.
Mr. Engel presented the recommendation to award the contract for Bourneside Boulevard South Phase II to Frederick Derr & Co., Inc. for the total bid amount of $3,695,582.90.

On MOTION by Mr. Jensen, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2021-04, Award of Contract.

SIXTH ORDER OF BUSINESS	Consideration of Agreements with the District for Landscape and Irrigation Maintenance Services
Cepra Landscape, LLC – 44th Ave. E; Uihlein to Bourneside
NDL LLC (Natural Designs Landscaping) – Pine Warbler Place

Mr. Engel presented the Cepra Proposal in the amount of $66,845.90.

On MOTION by Mr. Jensen, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the Cepra Proposal for Landscape and Irrigation Maintenance Services.

Mr. Engel presented the NDL Proposal in the amount of $7,557.60. Mr. Simons provided details.

On MOTION by Mr. Almand, seconded by Mr. Jensen, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the NDL Proposal for Landscape and Irrigation Maintenance Services.

SEVENTH ORDER OF BUSINESS	Consideration of Agreement between the District and Irrigation Design Associates, Inc. for Irrigation Installation Services and Materials – Uihlein Rd. Ph III; 44th Ave to
S.R. 64

Mr. Engel presented the agreement with IDA. Total amount $153,620.50.

On MOTION by Mr. Almand, seconded by Mr. Jensen, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District Approved the agreement with Irrigation Design Associates, Inc.

EIGHTH ORDER OF BUSINESS	Consideration of Agreement between the District and SMR Farms, LLC for  Landscape Installation Services and Materials – Uihlein Rd. Ph III; 44th Ave to
S.R. 64

Mr. Engel presented the agreement with SMR. Total amount $272,077.00.

On MOTION by Mr. Jensen, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District Approved the agreement with SMR.

NINTH ORDER OF BUSINESS	Financial Matters

Mr. Almand presented for the Board’s Consideration:

Draw Requests & Requisitions

Requisition List for Draw No. 1 Azario Lakewood Ranch Project Series 2020 Bond

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

Requisition List for Draw No. 37 Del Webb
Series 2017 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Requisition List No. 37 for Del Webb.

Requisition List for Draw No. 1 Indigo Expansion Area Project Series 2019 Bond

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

Requisition List for Draw No. 22 Lakewood Centre & NW Sector Series 2018 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Draw No. 22 for Lakewood Centre & NW Sector.

Requisition List for Draw No. 15 Lakewood Centre North
Pre-Funding

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Draw No. 15, Lakewood Centre North – Pre-Funding.

Requisition List for Draw No. 10 Lakewood National and Polo Run Project Series 2017 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Draw No. 10 for Lakewood National and Polo Run Project.

Requisition List for Draw No. 20 Northeast Sector
2017 Note

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Requisition List No. 20 for Northeast Sector.

Requisition List for Draw No. 10
The Villages of Lakewood Ranch South Pre-Funding - Landowner/County Construction Funding Agreement

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District accepted the Construction Funding and approved payment of Requisition List No. 10 for The Villages of Lakewood Ranch South.

TENTH ORDER OF BUSINESS	Compilation Report

No Comments

ELEVENTH ORDER OF BUSINESS	Staff Reports

Manager’s Report – Ms. Gaarlandt reminded the Board that the Landowners Election is scheduled for November 3. Only the Landowner(s) or Proxyholder(s) are required to attend. Mr. Johnson will coordinate the forms with Mr. Perka.

Attorney’s Report – No Report

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

Specific Authorization No. 119 Stantec
General District Engineering Services (Fiscal Year 2020-2021)

On MOTION by Mr. Chiofalo, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Specific Authorization No. 119, Stantec.

Change Order No. 2
Altec Lakes and Natural Areas, Inc.
NE	Sector	Aquatic	and	Stormwater Management Maintenance Services Increase in Contract Scope

On MOTION by Mr. Chiofalo, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Change Order No. 2, Altec Lakes and Natural Areas, Inc.

TWELFTH ORDER OF BUSINESS	Supervisor Requests

There were no Supervisor requests.

THIRTEENTH ORDER OF BUSINESS	Audience Comments

There were no audience comments.

FOURTEENTH ORDER OF BUSINESS	Adjournment

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

On MOTION by Mr. Schier, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District moved to continue the meeting to October 9, 2020 at 9:00 a.m. at the current location.

 	_ 	_	 	_	 Secretary/Assistant Secretary		Chairperson/Vice-Chairperson

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

Minutes – Continued Board of Supervisor’s Meeting – by Telephonic Conferencing
October 9, 2020, 9:00 a.m. Attending and constituting a quorum:
Rex Jensen	Chair
Tony Chiofalo	Vice-Chair/Assistant Secretary Scott Almand	Treasurer/Assistant Secretary
Ed Hunzeker	Assistant Secretary
Jim Schier	Assistant Secretary Also attending were:
Brent Wilder	PFM Financial Advisors, LLC Kevin Plenzler	PFM Financial Advisors, LLC Jane Gaarlandt	PFM Group Consulting LLC Christina Hanna	PFM Group Consulting LLC Jennifer Glasgow	PFM Group Consulting LLC Jonathan Johnson	Hopping Green & Sams Misty Taylor	BMO
Brett Sealy	MBS
Sete Zare	MBS
Rob Engel	Stantec
Bob Simons	SMR
Roger Aman	SMR
Debbie Byerly	SMR
Scott Schuhle	US Bank

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

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

There were no public comments.

SECOND ORDER OF BUSINESS	Business Matters

Consideration of Financing Matters  Relative to the Northeast Sector Phase 2B Bonds
Presentation	of	Supplemental Assessment Report
Resolution 2021-05 Supplemental Assessment Resolution
Other	Matters	(provided	under separate cover)

Mr. Sealy provided details noting that the bonds had been very successfully priced. The proceeds of the bonds will go towards the reserve fund balance pertaining to the 2017 line of credit and pay it down to a $0 balance as well as provide additional project funds. The structure of the bonds resulted in an average coupon of 3.83%. There were eight institutional purchasers representing both recurrent and newer purchasers.

1

Mr. Plenzler presented details of the updated Supplemental Methodology Report and confirmed that the assessments are found to be reasonably and equitably allocated and that the benefits received are greater than the related assessments.
Mr. Johnson presented the resolution and its exhibits outlining the specifics terms of the pricing.

On MOTION by Mr. Chiofalo, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2021-05, Supplemental Assessment Resolution.

There were no other matters to consider.

THIRD ORDER OF BUSINESS	Consideration of Resolution 2021-06, Adopting an Amended Assessment Methodology (Country Club East Series 2020 Refunding Bonds)
Assessment Methodology Report

Mr. Johnson noted that resolution 2021-06 adopts an amended assessment methodology for the recently issued Country Club East Series 2020 Refunding Bonds in order to take into account some prepayments that were not picked up that were made just prior to the refunding.
Mr. Plenzler reviewed the adjustments reflected in the amended Assessment Methodology Report.

On MOTION by Mr. Hunzeker, seconded by Mr. Chiofalo, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2021-06, Adopting an Amended Assessment Methodology (Country Club East Series 2020 Refunding Bonds).

FOURTH ORDER OF BUSINESS	Other  Business Staff Reports
Manager’s Report – No Report

Attorney’s Report – Mr. Johnson requested that today’s meeting be continued to October 23rd.

Engineer’s Report –No Report

FIFTH ORDER OF BUSINESS	Supervisor Requests

There were no Supervisor requests.

SIXTH ORDER OF BUSINESS	Audience Comments

There were no audience comments.

SEVENTH ORDER OF BUSINESS	Adjournment

Mr. Jensen asked for a motion to continue the meeting.

On MOTION by Mr. Schier, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District moved to continue the meeting to October 23, 2020 at 9:00 a.m. at the current location.

 	_ 	_	 	_ 		
Secretary/Assistant Secretary	Chairperson/Vice-Chairperson	
	
2	

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

Landowners Meeting
Tuesday, November 3, 2020 at 9:00 a.m. Schroeder-Manatee Ranch, Inc. Headquarters 14400 Covenant Way, Bradenton, Florida 34202

The Landowners’ Meeting of the Lakewood Ranch Stewardship District was called to order at 9:00 a.m. Present:
Dan Perka	SMR	
Deborah Byerly	SMR	
Jane Gaarlandt	PFM Group Consulting LLC	(by phone)	
Lindsay Whelan	Hopping Green & Sams	(by phone)	

Ms. Gaarlandt was appointed Chairman of the meeting and asked for all landowners to make their presence known.

Mr. Perka came forward and presented the following proxies for Sarasota County: Schroeder-Manatee Ranch, Inc. representing 1.499 acres authorizing 2 votes; SMR 2050, LLC representing 2,722.6 acres authorizing 2,727 votes; Lakewood Ranch Corporate Park representing 633.6 acres authorizing 640 votes; Heritage Ranch, LLC representing 2,126.4 acres authorizing 2,129 votes; SMR/Myakka, LLC representing 2,143.5 acres authorizing 2,146 votes.
The following proxies were presented for Manatee County: Schroeder-Manatee Ranch, Inc. representing 927.2 acres authorizing 933 votes; SMR North 70 LLC representing 504.2 acres authorizing 507 votes; SMR Northeast, LLC representing 1,698.5 acres authorizing 1,707 votes; SMR Northwest Land, LLC representing
251.4 acres authorizing 252 votes; Lakewood Ranch Golf Company, LLC representing 332.9 acres authorizing 335 votes; Lake Club Investors, LLC representing 34.5 acres authorizing 35 votes; Lakewood Ranch Commerce Park, LLC representing 24.5 acres authorizing 25 votes; Lennar Homes, LLC (Polo Run) representing 38 acres authorizing 38 votes; Lennar Homes, LLC (Lorraine Lakes) representing 319.3 acres authorizing 320 votes; Pulte Home Company, LLC (Sapphire Point) representing 230.8 acres authorizing 231 votes; Meritage Homes of Florida, Inc. (Savanna) representing 63.7 acres authorizing 64 votes; Taylor Morrison of Florida, Inc. (Azario) representing 729.4 acres authorizing 730 votes; KH Lakewood Ranch LLC (Cresswind) representing 149.5 acres authorizing 150 votes; Pulte Home Company, LLC (Del Webb) representing 217.5 acres authorizing 218 votes; and TI Investors of LWR Apartments LLC (HBT Estia) representing 217.5 acres authorizing 218 votes; all within the District.

Sarasota County	7,644 votes
Manatee County	 5,573 votes
Total	13,217 votes

Ms. Gaarlandt noted that the one (1) seat up for election was Seat 2, currently held by Tony Chiofalo. There was a call for nominations and Mr. Perka nominated Mr. Chiofalo and confirmed that there were no other candidates at this time.

A request was made for all other landowners wishing to participate in the proceedings to make their presence known. No other landowners came forward.

1

Mr. Perka cast votes for the one (1) nominee as follows:

Tony Chiofalo	13,217 votes

Mr. Chiofalo will serve a term of four (4) years.

A call was made for any landowner questions or comments. There were none.

There being no further business the Landowners’ Meeting of the Lakewood Ranch Stewardship District was adjourned.

 	_ 		 	_ 	_ Secretary/Assistant Secretary		Chairperson/Vice-Chairperson

2

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-10

RESOLUTION 2021-10

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT RATIFYING, CONFIRMING, AND APPROVING THE SALE OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (NORTHEAST SECTOR PROJECT – PHASE 2B); RATIFYING, CONFIRMING, AND APPROVING THE ACTIONS OF THE CHAIRMAN, VICE CHAIRMAN, TREASURER, SECRETARY, ASSISTANT SECRETARIES, AND ALL DISTRICT STAFF REGARDING THE SALE AND CLOSING OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT  REVENUE BONDS, SERIES 2020 (NORTHEAST SECTOR PROJECT – PHASE 2B), AND DETERMINING SUCH ACTIONS AS BEING IN ACCORDANCE WITH THE AUTHORIZATION GRANTED BY THE BOARD; SPECIFICALLY ACCEPTING AND APPROVING REQUISITION PAYMENTS; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Lakewood Ranch Stewardship District (the “District”) is a local unit of special purpose government created and existing pursuant to Chapter 2005-338, Laws of Florida, being situated in Manatee County and Sarasota County; and

WHEREAS, Chapter 2005-338, Laws of Florida, authorizes the District to acquire, construct, install, operate and/or maintain systems and facilities for certain basic infrastructure, including, but not limited to, surface water management, potable water systems, sanitary sewer systems, and irrigation facilities; and

WHEREAS, the District previously adopted resolutions authorizing the issuance and the negotiated sale of bonds within the scope of Chapter 2005-338, Laws of Florida, including its
$17,755,000 Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2B) (the “Series 2020 Bonds”); and

WHEREAS, on October 14, 2020, the District closed on the sale of the Series 2020 Bonds; and

WHEREAS, as prerequisites to the issuance of the Series 2020 Bonds, the Chairman, Vice Chairman, Treasurer, Assistant Secretaries and District Staff, including the District Manager, District Financial Advisor, District Engineer, Bond Counsel and District Counsel, were required to execute and deliver various documents (the “Closing Documents”); and

WHEREAS, the District has previously considered and adopted a number of resolutions relating to the issuance of the Series 2020 Bonds and the imposition of special assessments securing such bonds; and

1

WHEREAS, the District finds the sale, closing and issuance of the Series 2020 Bonds were in the best interests of the District and desires to ratify, confirm and approve all actions of the District Chairman, Vice Chairman, Treasurer, Assistant Secretaries and District Staff in closing the sale of the Series 2020 Bonds, including the approval of requisition payments.

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

SECTION 1. The sale, issuance and closing of the Series 2020 Bonds and the adoption of resolutions relating to the Series 2020 Bonds and all actions taken in furtherance of the closing on such bonds serve a public purpose and are in the best interests of the District and are hereby ratified, approved and confirmed. Additionally, the Cost of Issuance Spreadsheet,  attached hereto as Exhibit A, and the Closing Document List, attached hereto as Exhibit B, both of  which were prepared in connection with the closing of the Series 2020 Bonds, are hereby ratified, approved and confirmed.

SECTION 2. The resolutions levying and imposing the special assessments securing the Series 2020 Bonds remain in full force and effect and are hereby ratified and confirmed in all respects.

SECTION 3. The actions of the Chairman, Vice Chairman, Treasurer, Secretary, Assistant Secretaries and all District Staff in finalizing the closing and issuance of the Series 2020 Bonds, including the execution and delivery of the Closing Documents, and such other certifications or other documents required for the closing on the Series 2020 Bonds, including the approval of requisition payments, are determined to be in accordance with the prior authorizations of the Board and are hereby ratified, approved and confirmed in all respects.

SECTION 4. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part of this Resolution not held to be valid or unenforceable.

SECTION 5. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 6th day of November, 2020.

ATTEST:	LAKEWOOD RANCH STEWRADSHIP DISTRICT

Secretary/Assistant Secretary	Chairman/Vice Chairman

Exhibit A: Cost of Issuance Spreadsheet
Exhibit B: Closing Document List

Exhibit A

Cost of Issuance Spreadsheet

Exhibit B Closing Document List

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Second Amended and Restated Disclosure of Public Financing (NE Sector Phase 2B)

This Instrument Prepared by and return to:

Lakewood Ranch Stewardship District c/o PFM Group Consulting, LLC 12051 Corporate Blvd.
Orlando, Florida 32817

This space reserved for use by the Clerk of
the Circuit Court

SECOND AMENDED AND RESTATED DISCLOSURE OF PUBLIC FINANCING AND MAINTENANCE OF IMPROVEMENTS TO REAL PROPERTY UNDERTAKEN BY THE LAKEWOOD RANCH STEWARDSHIP DISTRICT
[NORTHEAST SECTOR PROJECT]1

Board of Supervisors and Officers21
Lakewood Ranch Stewardship District

Rex Jensen	James Schier	
Chairman	Assistant Secretary	
Tony Chiofalo	Scott Almand	
Vice Chairman/Assistant Treasurer	Assistant Secretary	
	Ed Hunzeker	
	Assistant Secretary	

PFM Group Consulting, LLC District Manager
12051 Corporate Blvd.
Orlando, Florida 32817
(407) 723-5900

District records are on file at the offices of the District Manager and at the local records office 14400 Covenant Way, Lakewood Ranch, Florida 34202, and are available for public inspection upon request during normal business hours.

1 This document replaces the Amended and Restated Disclosure of Public Financing recorded in the Manatee County Official Records at Book 2817, Page 2062.
2 This list reflects the composition of the Board of Supervisors and Officers as of November 1, 2020. For a current list, please contact the District Manager.

TABLE                  OF                  CONTENTS Introduction	1
What is the District and how is it governed?	1
What infrastructure improvements does the
District provide and how are the improvements paid for?	2
District Infrastructure Improvements	3
Roadway Improvements	3
Utility Improvements	3
Stormwater Management and Drainage Improvements	3
Landscaping and Entry Feature Improvements	4
Assessments, Fees, and Charges	4
Method of Collection	5

Introduction

On behalf of the Board of Supervisors of the Lakewood Ranch Stewardship District (the “District”), the following information is provided to give you a description of the District’s services and the assessments that are anticipated to be levied within the District to pay for the construction, operation and maintenance of certain community infrastructure. The District is a unit of special-purpose local government created pursuant to and existing under the provisions of 2005-338, Laws of Florida. Unlike city and county governments, the District has only certain limited powers and responsibilities.

Under Florida law, special districts are required to take affirmative steps to provide for the full disclosure of information relating to the public financing and maintenance of improvements to real property undertaken by such districts. The law specifically provides that this information shall be made available to all persons currently residing within the District and to all prospective District residents. The following information, describing the Lakewood Ranch Stewardship District and the assessments, fees and charges that are anticipated to be levied within the District to pay for certain community infrastructure, is provided to fulfill this statutory requirement.

The District is here to serve the needs of the community and we encourage your participation in District activities.

What is the District and how is it governed?

The District is an independent special taxing district created pursuant to and existing under the provisions of Chapter 2005-338, Laws of Florida, enacted on June 17, 2005 and amended by Chapter 2009-263, Laws of Florida, Chapter 2018-178, Laws of Florida, and Chapter 2019-180, Laws of Florida. The District currently encompasses approximately 25,605 acres of land located within the jurisdictional boundaries of Manatee and Sarasota Counties, Florida. As a local unit of special-purpose government, the District provides an alternative  means for planning, financing, constructing, operating and maintaining various public improvements and community facilities within its jurisdiction.

The District is governed by a five-member Board of Supervisors, the members of which must be residents of Florida and citizens of the United States. There is an election by  landowners for the District every two years on the first Tuesday after the first Monday in November. Board members shall begin being elected by qualified electors of the District as the District becomes populated with qualified electors based on the following schedule: at 10,000 qualified electors, one governing board member shall be a person elected by qualified electors and four elected by landowners; at 20,000 qualified electors the ratio is two-to-three respectively; at 30,000 qualified electors the ratio is three-to-two; at 40,000 qualified electors, the ratio is four- to-one; and at 45,000 qualified electors, all five governing board members shall be persons who were elected by qualified electors. A "qualified elector" in this instance is any person at least 18 years of age who is a citizen of the United States, a legal resident of Florida and of the District, and who is also registered with the Supervisor of Elections to vote in either Manatee County or

Sarasota County and resides in either Manatee or Sarasota County. Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, it shall, prior to the exercise of such power, call an election at which all members of the Board shall be elected by qualified electors of the District.

Board meetings are noticed in the local newspaper and are conducted in a public forum in which public participation is permitted. Consistent with Florida's public records laws,  the records of the District are available for public inspection during normal business hours. Elected members of the Board are similarly bound by the State's open meetings law and are subject to the same disclosure requirements as other elected officials under the State's ethics laws.

What infrastructure improvements does the District provide and how are the improvements paid for?

The boundaries of the District encompass approximately 25,605 acres of land located in Manatee and Sarasota Counties. The “Northeast Sector Project” consists of approximately 3,724.7 acres located in Manatee County, the legal description of which is attached hereto as Exhibit A. The development is planned as a mixed-use development with residential, commercial, and other uses.

The public infrastructure necessary to support the development program includes, but is not limited to, the following: roadways, a drainage and stormwater management system (i.e. lakes, control structures, etc.), landscaping, lighting, potable water systems, sanitary sewer systems, and irrigation facilities (the “Improvements”). Each of Improvements are more fully detailed below. The Improvements are anticipated to be funded by the District’s sale of bonds, notes, or other indebtedness as discussed below (the “Northeast Sector Project”).

On September 8, 2017, the District issued Not to Exceed $45,000,000 Lakewood Ranch Stewardship District Bond Anticipation Notes, Series 2017 (Northeast Sector Project) (the “Series 2017 Notes”) for the purpose of: (1) financing a portion of the costs associated with the acquisition, construction, installation and equipping of the Improvements; (2) funding the 2017 Note Reserve Account; (3) funding capitalized interest on the Series 2017 Note; and (4) paying certain costs associated with the issuance of the Series 2017 Note.

On August 30, 2018, the District issued $14,925,000 Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1A) (the “Phase 1A Bonds”) for the purpose of: (1) financing a portion of the costs associated with the acquisition, construction, installation and equipping of the Improvements; (2) paying off the portion of the Series 2017 Notes then outstanding; (3) funding the Phase 1A Reserve Account;
(4) funding capitalized interest through May 1, 2019; and (5) paying certain costs associated with the issuance of the Phase 1A Bonds.

On December 10, 2018, the District issued $36,185,000 Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1B) (the “Phase 1B Bonds”) for the purpose of: (1) financing a portion of the costs associated with

the acquisition, construction, installation and equipping of the Improvements; (2) funding the Phase 1B Reserve Account; (3) funding capitalized interest on the Phase 1B Bonds through May 1, 2019; and (4) paying certain costs associated with the issuance of the Phase 1B Bonds.

On November 4, 2019, the District issued $5,585,000 Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2019 (Northeast Sector Project – Phase 2A) (the “Phase 2A Bonds”) for the purpose of: (1) financing a portion of the costs associated with the acquisition, construction, installation and equipping of the Improvements; (2) funding the Phase 2A Reserve Account; (3) funding capitalized interest on the Phase 2A Bonds through May 1, 2020; and (4) paying certain costs associated with the issuance of the Phase 2A Bonds.

On October 14, 2020, the District issued $17,755,000 Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2B) (the “Phase 2B Bonds”) for the purpose of: (1) financing a portion of the costs associated with the acquisition, construction, installation and equipping of the Improvements; (2) paying off the portion of the Series 2017 Notes then outstanding ; (3) funding the Phase 2B Reserve Account;
funding capitalized interest on the Phase 2B Bonds through May 1, 2021; and (5) paying certain costs associated with the issuance of the Phase 2B Bonds.

District Infrastructure Improvements

As noted above, improvements for the Northeast Sector Project will consist of roadways, a drainage and stormwater management system (i.e. lakes, control structures, etc.), landscaping, lighting, potable water systems, sanitary sewer systems, and irrigation facilities. Of these facilities, the District will own and operate/maintain the stormwater management system, irrigation system, and portions of the landscaping within the roadway systems. Some roadway lighting may be owned by the District. Portions of the internal roadways, commercial/office, mixed use and multi-family will be privately owned and, therefore, will not be funded by the District. Most of the potable water system and the sanitary sewer system will be owned and operated/maintained by Manatee County, with lesser portions being owned and operated/maintained by the District.

Roadway Improvements

There are roadways that may require improvement in order to serve the Northeast Sector Project. Improvements may include new roadways, street lighting, expansion of existing roadways, intersection improvements, etc. These improvements will be assigned to the  Northeast Sector Project on a pro-rata basis consistent with the benefit received.

Utility Improvements

The District will construct the potable water, sanitary sewer and irrigation systems necessary to support the Northeast Sector Project’s residents and other activities. Potable water, sanitary sewer and irrigation will be constructed to Manatee County standards. Utilities may include offsite systems (i.e., offsite force main to a wastewater treatment plant) or onsite systems constructed as part of a major roadway or subdivision.

Stormwater Management/Drainage Improvements

The stormwater management system will be comprised of excavated stormwater management ponds as well as above ground and below-ground collection systems to transport the stormwater to the appropriate stormwater ponds for treatment and attenuation. Stormwater treatment will occur by Biological Filtration Process. The filtration system consists of constructed littoral shelves in the appropriate stormwater ponds. These littoral shelves will be planted with wetland plants to create the filtration process.

Portions of the Project lie within the FEMA 100-year floodplain. As a result, there is the possibility of floodplain lakes within the Project to mitigate any impacts. All floodplain impact mitigation will be designed per SWFWMD and Manatee County criteria.

Landscaping and Entry Feature Improvements

Landscaping and entry features will be an integral part of the Northeast Sector Project’s infrastructure. Development areas and various neighborhoods will have entry features and various hardscape features designed to provide a distinctive look to the community.

Assessments, Fees, and Charges

The costs of acquisition or construction of a portion of the above  described Improvements have been financed by the District through the sale of the Series 2017 Notes, Phase 1A Bonds, Phase 1B Bonds, Phase 2A Bonds and Phase 2B Bonds. The outstanding  bonds are secured by special assessments on property that benefits from the construction, acquisition, establishment, and operation of the Improvements. A schedule of the annual debt service obligations of the District which must be defrayed by annual assessments will depend upon the location (assessment area) and type of property purchased. A copy of the District’s Assessment Methodology, as amended and supplemented, is on file with the District.

The current maximum annual debt assessment for the benefitted lands within the Northeast Sector per unit type is as follows:

Note: The maximum annual assessments level amounts have been grossed up to include collection costs from Manatee County and a maximum discount for early payment as authorized by law.

For more information regarding the assessments imposed on a specific piece of real property, please contact the District Manager.

The amounts described above exclude any operations and maintenance assessments which may be determined and calculated annually by the District’s Board of Supervisors against all benefited lands in the District. These assessments will also be collected in the same manner  as county ad valorem taxes.

Method of Collection

The District’s debt service and operations and maintenance assessments may be billed directly by the District or may appear on that portion of the annual real estate tax bill entitled “non-ad valorem assessments,” and are expected to be collected by the county tax collector in the same manner as county ad valorem taxes. Each property owner must pay both ad valorem and non-ad valorem assessments at the same time. Property owners will, however, be entitled to the same discounts as provided for ad valorem taxes. As with any tax bill, if all taxes and assessments due are not paid within the prescribed time limit, the tax collector is required to sell tax certificates which, if not timely redeemed, may result in the loss of title to the property. The decision to collect special assessments by any particular method – e.g., on the tax roll or by direct bill – does not mean that such method will be used to collect special assessments in future years, and the District reserves the right in its sole discretion to select collection methods in any given year, regardless of past practices

This description of the Lakewood Ranch Stewardship District’s operation, services and financing structure is intended to provide assistance to landowners and prospective purchasers concerning the important role that the District plays in providing infrastructure improvements essential to the development of the community. If you have questions or would simply like additional information about the District, please write to PFM Group Consulting, LLC, 12051 Corporate Blvd., Orlando, Florida 32817, or call (407) 723-5900.

IN WITNESS WHEREOF, this Disclosure of Public Financing and Maintenance of

Improvements  to  Real  Property  Undertaken  has  been  executed  as  of  the   	 November, 2020, and recorded in the Official Records of Manatee County, Florida.

day of

	LAKEWOOD RANCH STEWARDSHIP	
	DISTRICT	
	
By: 		
	Rex Jensen, Chairman	
		
Witness	Witness	
		
Print Name	Print Name	

STATE OF FLORIDA		
COUNTY OF  			

Affirmed and subscribed before me by means of  physical presence or  online notarization, this day of November, 2020 by Rex Jensen as Chairman of Lakewood Ranch Stewardship District, who is personally known to me or who has produced
 	 as identification. [Notary Seal]

Print Name:  	 Notary Public, State of Florida
Commission No.:  	

Exhibit A: Legal Description

Exhibit A

Exhibit A

Exhibit A

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Engineer’s Report

October 28, 2020

215615958

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

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

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

Attn:	Mr. Rex Jensen
Chairman

Reference: Change Order No. 89 Under Specific Authorization No. 118 Lakewood Centre CORE Roadways Project

Dear Mr. Jensen:

As requested, Stantec is seeking approval to move the four remaining active tasks that are part of the Lakewood Centre CORE Roadways (original Specific Authorization No. 9 with LWR Commerce Park) into the referenced SA No. 89 contract. Stantec will then fully close out SA No. 9 as requested.

New Task 255 – Construction Phase Services – Phase 2 (Task 565 of the original SA No. 9)

Stantec will provide general construction observation of site construction for Phase 2 of the project. Attend a pre-construction meeting, review shop drawings, provide input to contractor’s requests for payment, review test reports and record drawings, and conduct final observation of construction/ testing coordination as required by Manatee County Growth Management Division and Public Works Department. Scope and fee are based a single construction phase for certification. It is assumed that construction will be completed over the course of six (6) months. We are requesting T/M* budget of $25,000 for this new task.

New Task 310 – Miscellaneous Sketch & Descriptions (Task 420 of the original SA No. 9)

Provide sketch and descriptions as needed for various parcels or easements as may be required. We are requesting a Fixed Fee budget of $1,400 for this new task.

New Task 410 – Landscape Construction Phase Services Phase 1 (Task 610 of the original SA No. 9)

Stantec will assist with the bidding process as directed by the Client. Provide plant material inspection and/or tree tagging if requested by Client or contractor. Perform site construction observation as appropriate to the various stages of construction to observe the contractor’s progress in constructing the improvements in general conformance with the plans and specifications prepared by Stantec and as requested by the Client. We are requesting a T/M* budget of $2,000 for this new task.

CO 89 to SA 118
Lakewood Ranch Stewardship District Lakewood Centre CORE Roadways Page 2 of 2

New Task 420 – Landscape Construction Phase Services Phase 2 (Task 615 of the original SA No. 9)

An increase to the above task is being requested for the additional work performed for preparing landscape construction plans. Plans will be prepared in a two-step process to allow for Client review and approval. The basis of these documents will be the plant palette and design concepts within the medians of the adjacent roadways within the Lakewood Centre area. Plantings are anticipated within the medians, roundabout center, and right-of-way areas only. The Client shall provide review comments at the 60% stage, which will be incorporated into the 100% plans. We are requesting a Fixed Fee budget of $2,000 for this new task.
*  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.

Fees are not to be exceeded without prior consent from the CLIENT.

S.A. Contract to Date	$ 34,800	
Increase this Change Order	$ 30,400	
New Contract Sum	$ 64,400	

  Stantec Consulting Services Inc.		 Lakewood Ranch Stewardship District	

  6900 Professional Parkway East		 14400 Covenant Way	

  Sarasota, FL 34240	

By

  Lakewood Ranch, FL 34202	

By

    October 28, 2020		 	

Date

By

Date

     October 28, 2020	
Date

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

September 29,2020

Keith Litzell, P.E.
District Engineer
Lakewood Ranch Stewardship District 1440 Covenant Way
Lakewood ranch, FL 34202

Subject: Design Contract – Change Order #1

Dear Keith,

DMK is submitting the following change order for the Design Contract:

Changes made during design phase:

1	Design Gravity Sewer Main	$2,910	
2	Design and modelling of a new pond at the NW corner of Lighterwood Trail and SR 64	$1,910	
3	Redesign effort to relocate drainage pipes, inlets, adjust roadway profile, and utilities after the 60% plans	$5,030	
Sub-Total		$9,850	

The direction to separate the SR 64 and Lighterwood Trail connection permitting from the original scope required additional work that included:

Submittal of a separate SWFWD permit application and the associated stormwater modelling.
Incorporation of impacts from a right turn lane for future Lighterwood Trail extension to the north and preparing an ACOE permit application
Additional effort to design and permit the existing box culvert extension under SR 64 that was not anticipated in the original scope.

Also funds from construction services were used to cover the design and permitting of the 4- inch force main along Academic Avenue since it is related to construction.

We would like to make a request to use the budget allocated under Task 12. Misc. Sketch and descriptions of $9800 to cover the above two bullets.

Requested additional Fee			
							
1. SWFWMD permit submittal - SR 64	$6,800				
							
2. Right Turn lane ACOE permit - SR 64	$3,000				
							
3. Box Culvert Extension - SR 64	$4,000				
							
4. Force main design & Permitting - Academic Ave.	$4,000	used $4000 from the construction budget	
							
Sub - Total		$17,800				
							
Task 12 Misc. Sketch & Description budget	Minus ($9,800)				
							
Sub-Total Additional Fee	$8,000				

In Summary:

Original Contract		$293,500	
Item No. I		$9,850	
Item No. II		$8,000	
Total Revised Contract		
$311,350	

Sincerely

Robert Fakhri, P.E. DMK Associates Inc.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Approved  	

Dated  	

LAKEWOOD RANCH STEWARDSHIP DISTRICT

MSB Capital Markets, LLC IBA Supplement

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Supplemental Assessment Methodology Report

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

October 2020

Prepared for:

Board of Supervisors,
Lakewood Ranch Stewardship District

Prepared on October 28, 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 2C

October 28, 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, Series 2019 Phase 2A and Series 2020 Phase 2B Bonds to fund the initial phases of the CIP. The FCB 2017 Note has subsequently been retired.

This report describes the proposed sale of the District’s Series 2020 Phase 2C Bonds in the amount of
$7,575,000 to fund $6,910,350 in capital improvements to support development of Parcel G and portions of Parcel A comprising a total of 640 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 A - Taylor Morrison (1)	992	SF	1,750	
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 – MI Homes	260	SF	500	
Parcel H - Forestar	379	SF	800	
Parcel I - Forestar	519	SF	700	
Parcel J	70	Apartments	700	
Parcel K (2)	48	SF		
Parcel L (2)	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		7,819	
Net (parcels K & L and school sites)	3,627			
Source: The Landowner *estimated				
The Tract A developer is currently under negotiations with the Landowner to purchase an additional nineteen (19) acres which will extend the eastern boundary of Tract A to Uihlein Road. Pending consummation of the purchase of such lands, Tract A will include 1,011 acres planned for 1,825 single family units. A modification to the zoning ordinance has been submitted to the County to allow for a minimum of 1,825 residential units planned within the expanded Tract A boundaries.
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: 7,819 residential units of various types, 85 acres of commercial space, a public high school, and a K-8 public school. The Landowner has sold the following parcels: Taylor Morrison for Parcel A, Lennar for Parcel B, Pulte for Parcel D, Kolter for Parcel F, Solera Landco, LLC, the bank financing entity for
D.R. Horton, for Parcel E, and Forestar for Parcel H and Parcel I (collectively, the “Sold Properties”). In addition, the Landowner has entered into purchase and sale contracts with MI Homes for Parcel G and Taylor Morrison for an additional 19.1 acres of land located within the District’s boundaries just outside of the northeast corner of Parcel A (the “Expansion Parcel”). 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 2019 Issuance	Series 2020 PH 2B	Future Bond Issues	Total	
Construction Fund	$43,980,394	$5,051,841	$16,360,991	$20,948,669	$86,341,895	
Debt Service Reserve	$2,808,789	$161,868	$509,754	$1,114,947	$4,595,357	
Capitalized Interest	$3,093,000	$103,722	$358,905	$1,139,042	$4,694,670	
Cost of Issuance	$200,000	$137,750	$170,250	$162,737	$670,737	
Underwriter's Discount	$1,031,000	$111,700	$355,100	$479,819	$1,977,619	
Rounding - OID	($3,182)	$18,119	$0	$4,785	$19,721	

Total	==========
$51,110,000	==========
$5,585,000	==========
$17,755,000	==========
$23,850,000	==========
$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	Net Annual 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 $74,450,000 in bonds as shown in Table 5. The Landowner has sold 3,192 acres of land to Taylor Morrison, Lennar, Pulte, Solera Landco, LLC (bank financing entity for D.R. Horton), Forestar and Kolter. The Sold Property has been allocated all $74,450,000 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 2018 Phase 1B Bonds	$36,185,000	
Series 2019 Phase 2A Bonds	$5,585,000	
Series 2020 Phase 2B Bonds*	$17,755,000	
	==========	
Total Bonds Sold	$74,450,000	
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	
Parcel H – Kolter	379	
Parcel I – Kolter	519	
	======	
Total Sold	3,192	
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 have been repaid.

The Series 2020 Assessments securing the Series 2020 Phase 2C Bonds will initially be bifurcated and levied over all assessable lands within each distinct development tract, Tract A and Tract G, on an equal acreage basis.

The Series 2020 Assessments securing the Series 2020 Phase 2C Bonds as it relates to Tract G will initially be levied over all assessable lands within Tract G consisting of 260 acres on an equal acreage basis. The 2020 Bonds have in part been sized to correspond with the amount of special assessments allocable to Tract G planned for 500 single-family residential units. Tract G is currently under contract with M/I Homes and upon successful consummation of the sale of Tract G, the Series 2020 Assessments levied in connection with the Series 2020 Phase 2C Bonds will then be allocated on a per lot basis within such development tract. Based on the development plan for Tract G, approximately $5.9 million of the principal amount of the Series 2020 Assessments will be allocated to Tract G.

At the time of issuance of the 2018 Phase 1B Bonds, the development plan for Tract A only contemplated the development of 1,685 residential units and as such the 2018 Phase 1B Bonds were sized to correspond with the amount of special assessments allocable to 1,685 single-family residential units within Tract A. Taylor Morrison has entered into negotiations with the Landowner for the purchase of the Expansion Parcel. Upon successful consummation of the Expansion Parcel, Tract A will consist of 1,011 acres planned for 1,825 single-family resulting in an additional 140 residential units that were not originally contemplated at the time of issuance of the 2018 Phase 1B Bonds. Development activities have commenced within Tract A and a portion of the lands have been platted and assigned special assessments levied in connection with the 2018 Phase 1B Bonds. Thus, the Series 2020 Assessments securing the 2020 Bonds as it relates to Tract A (inclusive of the Expansion Parcel) will initially be levied on all 749 undeveloped acres within the expanded Tract A boundaries on an equal acreage basis.

Upon platting of the 1,685 residential lots originally contemplated within Tract A, a portion of the Series 2020 Assessments securing the Series 2020 Phase 2C Bonds related to Tract A will be assigned to the undeveloped acreage planned for the additional 140 residential lots within such development tract. Upon development completion and platting of the 140 additional residential lots planned in the expanded Tract A boundaries, the Series 2020 Assessments will be assigned to such lots. Based on the current development plan for Tract A which includes the additional 140 residential units, approximately $1.7 million of the principal amount of the Series 2020 Assessments will be allocated to Tract A.

The District’s $7,575,000 in Series 2020 Phase 2C Bonds is described below.

Table 6. Total Debt Service Allocations for the Series 2020 Phase 2C Bonds

Parcels Unsold	Acreage	Lots	
Parcel A (less platted acres)	749	140	
Parcel G	260	500	
	=======	=======	
Total	1,009	640	
Source: District Engineer & PFM Financial Advisors LLC

Assuming that the District sells its Series 2020 Phase 2C Bonds in the amount of $7,575,000 the Ceiling Amount would be set at follows consistent with allocation of planned units within the two parcels:

Parcel A: $1,657,031 Series 2020 Phase 2C Bonds / 749 unplatted acres = $2,212 Parcel G: $5,917,969 Series 2020 Phase 2C Bonds / 260 unplatted acres = $22,761
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 2C – True-Up Test for Parcel A and Parcel G

Parcel A	25%	50%	75%	90%	
Cumulative Acres	187	375	562	674	
Unallocated Acres	562	375	187	75	
					
Parcel G	25%	50%	75%	90%	
Cumulative Acres	65	130	195	234	
Unallocated Acres	195	130	65	26	
Source: PFM Financial Advisors LLC

Series 2020 Phase 2C Bonds

Financing Plan

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

Table 8. Sizing for the Series 2020 Phase 2C Bonds

Category	Amount	
Construction Fund	$6,910,350	
Debt Service Reserve Fund	$221,950	
Capitalized Interest Fund	$121,200	
Costs of Issuance	$170,000	
Underwriter's Discount	$151,500	
Rounding

TOTAL	$0
==========
$7,575,000	
Source: MBS Capital Markets LLC

Master Assessment Allocations for the Series 2020 Phase 2C 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 Taylor Morrison for the Expansion Parcel within Parcel A and MI Homes for Parcel G. Table 9 illustrates the application of the assessment methodology to the pending sale of the Expansion Parcel within Parcel A and Parcel G.

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

Category Land Use
Number of Units	Phase 2C Single-family
640	
Par Debt/Unit	$11,836	
Total Par Debt Allocated	$7,575,000	
Net Annual Debt Service/Unit	$694	
Total Net Maximum Annual Debt Service	$443,900	
Total Gross Annual Debt Service	$477,312	
Gross Annual Debt Service/Unit	$746	
Source: PFM Financial Advisors LLC

Tract A is currently planned for 1,825 residential units, inclusive of the density planned within the Expansion Parcel. Tract A previously received rezoning and preliminary site plan approval from the County for the development of up to 1,750 single-family residential units. Taylor Morrison has submitted for a modification to the zoning ordinance to accommodate the additional planned density. Thus, upon closing on the Series 2020 Phase 2C Bonds, $[ ] of net proceeds will be deposited and held in the Retainage Subaccount in the 2020 Acquisition and Construction Account established for the seventy- five (75) lots pending zoning approval. To the extent modifications to the zoning ordinance have not been completed by September 15, 2021, the monies held in the Retainage Subaccount (together with proceeds from the 2020 Debt Service Reserve Account) will be transferred to the 2020 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2020 Phase 2C Bonds applicable to such seventy-five (75) lots.

Tax Roll

As discussed above, the Series 2020 Phase 2C Bonds will initially be bifurcated and levied over all assessable lands within each distinct development tract, Tract A and Tract G, on an equal acreage basis. The Series 2020 Assessments securing the Series 2020 Phase 2C Bonds as it relates to Tract G will initially be levied over all assessable lands within Tract G consisting of 260 acres on an equal acreage basis. The Series 2020 Assessments securing the Series 2020 Phase 2C Bonds as it relates to Tract A (inclusive of the Expansion Parcel) will initially be levied on all 749 undeveloped acres within the expanded Tract A boundaries on an equal acreage basis. The Series 2020 Phase 2C Bonds will ultimately be secured by the Series 2020 Assessments levied on Tract G which is under contract with M/I Homes and planned for the development of 500 residential lots together with the additional 140 residential lots planned within Tract A within the Northeast Sector which are not subject to special assessments securing the 2018 Phase 1B Bonds.
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 reflects the tax roll for the Series 2020 Phase 2C Bonds.

Table 10. Tax Roll

	Gross		Annual	Administrative	Total Annual	
Parcel
Parcel A - Taylor Morrison (Undeveloped)	Acres

749	Par Debt

$1,657,031	Assessment

$97,103	Charges

$7,309	Assessment

$104,412	
Parcel G	260	$5,917,969	$346,797	$26,103	$372,900	
	=======	=======	=======	=======	=======	
Total	1,009	$7,575,000	$443,900	$33,412	$477,312	
Source: PFM Financial Advisors LLC

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-11

RESOLUTION 2021-11

A RESOLUTION OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SUPPLEMENTING ITS RESOLUTION 2005-16 BY AUTHORIZING THE ISSUANCE OF AND AWARDING THE SALE OF NOT EXCEEDING
$9,000,000 PRINCIPAL AMOUNT OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (NORTHEAST SECTOR PROJECT - PHASE 2C) 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- SECOND 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 2C) in a principal amount not exceeding $9,000,000 (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
$9,000,000 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-Second Supplemental Trust Indenture dated as of December 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 $9,000,000, (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 Section 286.011, Florida Statutes[, as supplemented and/or amended by Executive Orders of the Governor of Florida in connection with the state of emergency declared as a result of COVID-19]. The Open Meetings were held for the necessary public purpose of considering matters related to the issuance of the 2020 Bonds.

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 6th day of November, 2020.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

[SEAL]

By:		 Chairman, Board of Supervisors

ATTEST:

By:		 Secretary

EXHIBIT A

FORM OF THIRTY-SECOND SUPPLEMENTAL INDENTURE

BMO DRAFT
10/21/20

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

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

TABLE OF CONTENTS

This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of this Thirty-Second 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	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	19
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.	24
ARTICLE VI MISCELLANEOUS PROVISIONS	24
Section 601.	Additional Events of Default and Remedies	24
Section 602.	Foreclosure of Assessment Lien	25
Section 603.	Interpretation of Thirty-Second Supplemental Indenture	25
Section 604.	Amendments	25
Section 605.	Counterparts	26
Section 606.	Appendices and Exhibits	26
Section 607.	Payment Dates	26
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	27
Section 705.	Patriot Act Requirements of Trustee	27
Exhibit “A”	Master Engineer’s Report for Northeast Sector at Lakewood Ranch Infrastructure Improvements dated [ 	], 2020
Exhibit “B”	Form of 2020 Bonds

THIRTY-SECOND SUPPLEMENTAL TRUST INDENTURE

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

WHEREAS, the District has entered into a Master Trust Indenture dated as of  September 1, 2005 (the “Master Indenture”) (herein together with this Thirty-Second 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), its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1A), its Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1B), its Special Assessment Revenue Bonds, Series 2019 (Northeast Sector Project
– Phase 2A) and its Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2B) in order to finance a portion of the Northeast Sector Project; and

WHEREAS, pursuant to the Bond Resolution, as supplemented by Resolution No.  2021-
      adopted  by  the  Governing  Body  of  the  District  on  November  6,  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 2C) (the “2020 Bonds”) as a Series of Bonds under the Master Indenture and authorized the execution and delivery of this Thirty-Second Supplemental Indenture to secure the issuance of the 2020 Bonds; and

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

WHEREAS, the execution and delivery of the 2020 Bonds and of this Thirty-Second 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- Second 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- SECOND 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-Second Supplemental Indenture and in the 2020 Bonds: (a) has executed and delivered this Thirty- Second 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 established 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-Second 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-Second 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-Second 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-Second 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- Second Supplemental Indenture, then upon such final payments, this Thirty-Second 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-Second Supplemental Indenture shall remain in full force and effect;

THIS THIRTY-SECOND 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-Second Supplemental Indenture), including this Thirty-Second 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-Second 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-Second 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-Second 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 2C 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 2021- , 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 2C between the District and the Landowner dated December , 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 2C shall mean: either (a) the date upon which the Northeast Sector Project – Phase 2C 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 2C 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 2C 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 2C) dated as of December , 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, 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-Second 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 2C” 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.

“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.

“Tax Regulatory Covenants” shall mean the tax covenants contained in this Thirty- Second Supplemental Indenture and in the “Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986, as Amended” prepared by Bond Counsel and executed by the District in connection with the issuance of the 2020 Bonds.

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-Second 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-Second 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 principal amounts 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-Second 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 2C 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 2C, (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-Second 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 2C;

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-Second Supplemental Indenture. The 2020 Bonds may be purchased as provided in the Master Indenture.

Notwithstanding any other provision hereof or of the Master Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.

ARTICLE IV
DEPOSIT OF 2020 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

Section 401.	Establishment of Accounts.

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

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

a 2020 Costs of Issuance Account.

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

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

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

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

Section 402.	Use of 2020 Bond Proceeds. The net proceeds of 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   [less/plus]   original  issue
[discount/premium] of $ 	(the “Bond Proceeds”)), 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; and

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

Section 403.	2020 Acquisition and Construction Account.

Amounts on deposit in the General Subaccount of the 2020 Acquisition and Construction Account shall be applied to pay the Costs of the Northeast Sector Project – Phase 2C 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.

Amounts on deposit in the Retainage Subaccount of the 2020 Acquisition and Construction Account shall be retained therein and shall not be available to pay Costs of the Northeast Sector Project – Phase 2C, unless and until the District shall have delivered to the Trustee a certificate from an Authorized Officer of the District, on which the Trustee may conclusively rely, stating that (i) the Landowner has received the required modifications to the zoning ordinance as described and contemplated in the Limited Offering Memorandum for the Series 2020 Bonds, and (ii) the certificate is the one required under this Section 403(b) upon which the Trustee may conclusively rely. Such certificate shall also set forth the amount to be transferred from the Retainage Subaccount of the 2020 Acquisition and Construction Account into the General Subaccount of the 2020 Acquisition and Construction Account. Any amount remaining in the Retainage Subaccount of the 2020 Acquisition and Construction Account on September 15, 2021, 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 on November 1, 2021, in the manner prescribed in the form of 2020 Bond set forth as

Exhibit  “B”  hereto.	Subsequent to such transfer, the Retainage Subaccount of the 2020 Acquisition and Construction Account shall be closed.

Any balance remaining in either Subaccount of the 2020 Acquisition and Construction Account after the Date of Completion of the Northeast Sector Project – Phase 2C and after retaining the amount, if any, of all remaining unpaid Costs of the Northeast Sector Project – Phase 2C set forth in the Engineer’s Certificate establishing such Date of Completion, shall be transferred to and deposited in the 2020 Prepayment Subaccount of the 2020 Redemption Account and applied to the extraordinary mandatory redemption of the 2020 Bonds in the manner prescribed in the form of 2020 Bond set forth as Exhibit “B” hereto. At such time as there are no amounts on deposit in the 2020 Acquisition and Construction  Account, including all Subaccounts therein, such Account and Subaccounts shall be closed.

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

Section 405. 2020 Reserve Account. Amounts on deposit in the 2020 Reserve Account, except as provided elsewhere in the Indenture, shall be used only for the purposes set forth in Section 609 hereof and for making payments into the 2020 Interest Account and the 2020 Sinking Fund Account to pay the 2020 Bonds, without distinction as to 2020 Bonds and without privilege or priority of one 2020 Bond over another, when due when the moneys on deposit in such Accounts and available therefor are insufficient.

The Trustee, on or before the forty-fifth (45th) day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Quarterly Redemption Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2020 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in the 2020 Reserve Account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit into the 2020 Reserve Account, from the first legally available sources of the District. Any excess monies in the 2020 Reserve Account (except excess from investment earnings), shall be deposited in the General Subaccount of the 2020 Acquisition and Construction Account until the Date of Completion of the Northeast Sector Project – Phase 2C and on and after the Date of Completion of the Northeast Sector Project – Phase 2C 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 General Subaccount of the 2020 Acquisition and Construction Account and then on and after the Date of Completion, shall be deposited to the 2020 Revenue Account. To the extent a deficiency exists  in the 2020 Reserve Account, investment earnings in the 2020 Reserve Account shall remain in the 2020 Reserve Account. The 2020 Reserve 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 General Subaccount of the Series 2020 Acquisition and Construction Account to be used to pay Costs of the Northeast Sector Project – Phase 2C, (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, 2020 Capitalized Interest Account, 2020 Sinking Fund Account, 2020 Redemption Account, 2020 Reserve Account, and each Account and Subaccount therein shall be used as provided in the Master Indenture except as otherwise provided 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 General Subaccount of the 2020 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred to the 2020 Revenue Account;

SECOND, on each May 1, commencing May 1, [2022], 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 General Subaccount of 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 and any Subaccounts within said Accounts shall be retained as realized, in such Accounts or Subaccount and used for the purpose of such Accounts or Subaccounts. 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 Manatee County 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- Second 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-Second Supplemental Indenture. This Thirty- Second 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-Second Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and this Thirty-Second Supplemental Indenture shall be read and construed as one document.

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

Section 605. Counterparts. This Thirty-Second 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-Second Supplemental Indenture are hereby incorporated herein and made a part of this Thirty-Second Supplemental Indenture for all purposes.

Section 607. Payment Dates. In any case in which an Interest Payment Date or the maturity date of the 2020 Bonds or the date fixed for the redemption of any 2020 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.

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

Section 609. Use of 2020 Acquisition and Construction Account Moneys and Other Trust Funds. Upon the occurrence of an Event of Default, moneys in the Series 2020  Acquisition and Construction Account, the Subaccounts therein and the 2020 Trust Estate may be used to pay the fees and the expenses and costs of litigation and other remedies of the Trustee incurred, to pursue remedies under the Indenture.

Section 610. Bond Year. The Bond Year for the 2020 Bonds shall mean May 1-April 30, except that the first Bond Year is from the date of issuance of the 2020 Bonds through April 30, 2021.

ARTICLE VII
THE TRUSTEE; THE PAYING AGENT AND BOND REGISTRAR

Section 701. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created and agrees to perform such trusts upon the terms and conditions set forth in the Indenture. The Trustee agrees to act as Paying Agent and Bond Registrar for the 2020 Bonds.

Section 702. Trustee’s Duties. The Trustee shall not be responsible in any manner for the due execution of this Thirty-Second 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.

[Remainder of page intentionally left blank]

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

[Signature Page | Thirty-Second Supplemental Trust Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:		 Vice President

[Signature Page | Thirty-Second Supplemental Trust Indenture]

EXHIBIT “A”

Master Engineer’s Report for Northeast Sector at Lakewood Ranch Infrastructure Improvements dated [ 	], 2020, as may be amended from time to time.

	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 2C)		
Interest Rate	Maturity	Dated
Date	Date	
CUSIP	
[ 	]%	May 1, 20 	December , 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 2C)” (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-Second Supplemental Trust Indenture, dated as of December 1, 2020 (the “Supplemental Indenture”), between the District and the Trustee (the Master Indenture as supplemented by the Supplemental Indenture is hereafter referred to as the “Indenture”). The 2020 Bonds are secured by the 2020 Pledged Revenues and 2020 Pledged Funds as provided for in the Indenture. The 2020 Bonds are issued in an aggregate principal amount of $ 	, for the purpose of (i) financing the Cost of the acquisition, construction, installation and equipping the Northeast Sector Project – Phase 2C; (ii) paying certain costs associated with the issuance of the 2020 Bonds; (iii) paying the interest to become due on the 2020 Bonds on May 1, 2021; and (iv) funding the 2020 Reserve Account.

NEITHER THIS 2020 BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THIS 2020 BOND AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE AUTHORIZING THE ISSUANCE OF THE 2020 BONDS. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2020 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY

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

On or after the Date of Completion of the Northeast Sector Project – Phase 2C, by application of moneys transferred from either Subaccount in the 2020 Acquisition and Construction Account to the 2020 Prepayment Subaccount of the 2020 Redemption Account in accordance with the terms of the Indenture; or

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

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

Except as otherwise provided in the Indenture, if less than all of the 2020 Bonds subject to redemption shall be called for redemption, the particular maturities of such 2020 Bonds or portions of particular maturities of such 2020 Bonds to be redeemed shall be selected by the Bond Registrar on a pro rata basis as determined by the ratio of the Outstanding principal amount of each maturity of the 2020 Bonds divided by the aggregate principal amount of Outstanding 2020 Bonds and as otherwise provided in the Indenture and then by lot within each maturity, as determined by Cede & Co.

Notice of each redemption of 2020 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each Registered Owner of 2020 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Bond Registrar. Notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the 2020 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such 2020 Bonds or such portions thereof on such date, interest on such 2020 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2020 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such 2020 Bonds or such portions thereof so called for redemption except to

receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

The Owner of this 2020 Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the 2020 Bonds then Outstanding under the Indenture may become and may be declared due and payable before the stated maturity thereof, with the interest accrued thereon.

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

If the District deposits or causes to be deposited with the Trustee funds or Federal Securities (as defined in the Indenture) sufficient to pay the principal or Redemption Price of any 2020 Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of such 2020 Bonds as to the 2020 Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.

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

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

By:		 Vice President

Date of Authentication: December , 2020

CERTIFICATE OF VALIDATION

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

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:		 Chairman, Board of Supervisors

[FORM OF ASSIGNMENT FOR 2020 BONDS]

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

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

UNIFORM TRANS MIN ACT -	 	

Custodian	 	

under	Uniform

Transfers to Minors Act 	(State)

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

For value received, the undersigned hereby sells, assigns and transfers unto
 	 the within 2020 Bond and all rights thereunder, and   hereby   irrevocably   constitutes  and  appoints 	, attorney to transfer the said 2020 Bond on the books of the District, with full power of substitution in the premises.

Dated this       day of 	, .

Social Security Number of Employer:  	

Identification Number of Transferee:  	

Signature guaranteed: 	

By:		 Authorized Signatory

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

EXHIBIT B

FORM OF BOND PURCHASE CONTRACT

LAKEWOOD RANCH STEWARDSHIP DISTRICT
$[Bond Amount] Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C)

BOND PURCHASE CONTRACT

[BPA Date]

Lakewood Ranch Stewardship District Sarasota/Manatee Counties, Florida

Dear Ladies and Gentlemen:

MBS Capital Markets, LLC (the "Underwriter") hereby offers to enter into this Bond Purchase Contract (this "Purchase Contract") with Lakewood Ranch Stewardship District (the "District") which, upon your acceptance of this offer and the execution and delivery of this Purchase Contract, will be binding upon you and the Underwriter. This offer of the Underwriter shall, unless accepted by the District, expire at 7:00 P.M. prevailing time within the jurisdiction of the District on the date hereof, unless previously withdrawn or extended in writing by the Underwriter. The Underwriter hereby represents that neither it nor any "person" or "affiliate" has been on the "convicted vendor list" during the past 36 months, as all such terms are defined in Section 287.133, Florida Statutes, as amended. Any capitalized term not defined herein shall have the meaning ascribed thereto in the Preliminary Limited Offering Memorandum or the Indenture (each as hereinafter defined), as applicable. In conformance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby delivers to the District the Disclosure and Truth-In-Bonding Statement attached hereto as Exhibit A.

Purchase and Sale. Upon the terms and conditions and upon the basis of the respective representations, warranties, agreements and covenants set forth herein, the Underwriter hereby agrees to purchase from the District, and the District hereby agrees to sell to the Underwriter, all (but not less than all) of its $[Bond Amount] Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "Bonds"). The aggregate purchase price for the Bonds is $[PP] consisting of $[Bond Amount].00 par amount of the Bonds, less the Underwriter's discount in the amount of $[UD] and [plus/less] [net] original issue [premium/discount] of
$[OIP/OID]. The purchase price shall be paid in immediately available federal funds upon the delivery of the Bonds.

The Bonds. The Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including the Lakewood Ranch Stewardship District Act, Chapter 2005-338 Laws of Florida, as amended (the "Act"), Resolution No. 2005-16 adopted by the Board of Supervisors of the District (the "Board") on August 23, 2005, as supplemented by Resolution No. 2021-[ ] adopted by the Board on November [6], 2020 (collectively, the "Bond Resolution"), and a Master Trust Indenture dated as of September

1, 2005 (the "Master Indenture") between the District and U.S. Bank National Association, as successor to Wachovia Bank, National Association, as trustee (the "Trustee"), as supplemented by that certain Thirty-Second Supplemental Trust Indenture dated as of December 1, 2020 (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture") between the District and the Trustee. Pursuant to the Bond Resolution, the District has authorized the execution and delivery of the Indenture and the issuance and delivery of the Bonds thereunder. The Series 2020 Assessments will be levied by the District on lands within the District specially benefited by the Northeast Sector Project – Phase 2C pursuant to resolutions duly adopted by the Board (collectively, the "Assessment Resolution"). The Bonds shall be as described in, and shall be issued and secured pursuant to, the provisions of the Indenture. The District and SMR Northeast LLC, a Florida limited liability company (the "Landowner") will enter into or have already entered into the Collateral Assignment Agreement, Completion Agreement and Landowner True-Up Agreement, each as defined in the Supplemental Indenture and that Agreement between the Lakewood Ranch Stewardship District and SMR Northeast, LLC Regarding the Acquisition of Certain Work Product and Infrastructure (Northeast Sector Project – Phase 2C). The documents described in the immediately preceding sentence are collectively referred to as the "Ancillary Documents."

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

Establishment of Issue Price.

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

Except as otherwise set forth on Exhibit B attached hereto, the District will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the District the price or prices at which the Underwriter has sold to the public

each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity, the Underwriter agrees to promptly report to the District the prices at which the Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date (as hereinafter defined) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.

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

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

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

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

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

The Underwriter confirms that:

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

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

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

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

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

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

"sale date" means the date this Purchase Contract is executed by all parties.

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

Definitions. For purposes hereof, this Purchase Contract, the Bonds, the Indenture, the Continuing Disclosure Agreement, dated as of the Closing Date, among the District, SMR Northeast, LLC, a Florida limited liability company (the "Landowner") and PFM Group Consulting LLC, a Florida limited liability company (the "Dissemination Agent"), in substantially the form attached to the Preliminary Limited Offering Memorandum as an appendix thereto (the "Disclosure Agreement"), and the DTC Blanket Issuer Letter of Representations entered into by the District, are referred to herein collectively as the "Financing Documents."

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

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

The District has full legal right, power and authority to: (i) adopt the Bond Resolution and the Assessment Resolution; (ii) enter into the Financing Documents and the Ancillary Documents; (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the Bonds for the purposes described in the

Preliminary Limited Offering Memorandum; (v) authorize the distribution of the Preliminary Limited Offering Memorandum and the use and execution of the Limited Offering Memorandum; (vi) carry out and consummate the transactions contemplated by the Bond Resolution, the Assessment Resolution, the Financing Documents, the Ancillary Documents and the Limited Offering Memorandum; (vii) acquire and construct the Northeast Sector Project – Phase 2C; (viii) issue the Bonds; and (ix) levy and collect the Series 2020 Assessments as provided in the Indenture and the Assessment Proceedings. The District has complied, and at the Closing will be in compliance in all material respects, with the terms of the Act and with the obligations on its part contained in the Financing Documents, the Ancillary Documents, the Bond Resolution, the Assessment Proceedings and the Bonds;

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

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

occurred which constitutes or which, with the lapse of time or the giving of notice, or both, would constitute, an event of default (as therein defined) under the Financing Documents;

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

The descriptions of the Financing Documents, the Ancillary Documents, the Northeast Sector Project and the Northeast Sector Project – Phase 2C in the Preliminary Limited Offering Memorandum conform in all material respects to the Financing Documents, the Ancillary Documents, the Northeast Sector Project and the Northeast Sector Project – Phase 2C, respectively;

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

Except as disclosed in the Limited Offering Memorandum, as of the date hereof, there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to its best knowledge, threatened against the District: (i) contesting the corporate existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery  of the Bonds or the application of the proceeds of the sale thereof for the purposes described in the Limited Offering Memorandum or the pledge of and lien on the 2020 Trust Estate pursuant to the Indenture; (iii) contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District in any respect relating to authorization for the issuance of the Bonds, the construction and/or acquisition of Northeast Sector Project – Phase 2C, the issuance of the Bonds, the levy and collection of the Series 2020 Assessments, the authorization of the Bond Resolution, the Assessment Resolution, the Financing Documents, or the Ancillary Documents, or the application of the proceeds of the Bonds for the purposes set forth in the Limited Offering Memorandum; (iv) contesting the validity or federal or state tax status of the interest on the Bonds; (v) contesting the completeness or accuracy of the Preliminary Limited Offering Memorandum or Limited Offering Memorandum or any supplement or amendment thereto; or (vi) where an unfavorable ruling would materially adversely affect the financial position or condition of the District;

The District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to: (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and the District will use its best efforts to continue such qualifications in effect so long as required for the initial offering and distribution of the Bonds; provided, however, that the District shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction or incur any fees in connection with its compliance with this subsection;

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

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

If between the date of this Purchase Contract and the earlier of: (i) ninety
(90) days from the end of the "Underwriting Period" as defined in Securities Exchange Commission Rule 15c2-12 (17 CFR 240.15c2-12) ("Rule 15c2-12"); or (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB's Electronic Municipal Market Access System (but in no event less than twenty-five (25) days following the end of the Underwriting Period for the Bonds), any event shall occur, of which the District has actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a

material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the District shall notify the Underwriter thereof, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the District will at its expense supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter (unless such supplement or amendment is a result of information provided by the Landowner or  the Underwriter, in which case, the Landowner or the Underwriter, as applicable, will at its expense supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter). This covenant shall survive the Closing;

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

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

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

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

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

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

The District acknowledges receipt from the Underwriter of a due diligence request (the "Due Diligence Checklist"). Except as provided in Section 9(c)(3) hereof, the District has provided the information requested in the Due Diligence Checklist to the Underwriter prior to the date hereof; and

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

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

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

hereunder and under such documents and instruments at or prior to the Closing, and are also subject to the following additional conditions:

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

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

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

The Limited Offering Memorandum and each supplement or amendment, if any, thereto;

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

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

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

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

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

An opinion dated the Closing Date and addressed to the Underwriter of Nabors, Giblin & Nickerson, P.A., counsel to the Underwriter in form and substance satisfactory to the Underwriter;

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

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

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

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

Executed copies of all Financing Documents and Ancillary Documents;

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

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

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

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

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

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

(19)	Evidence of	a	final, non-appealable judgment of validation of the	
Bonds;				
(20)	Such additional documents as may be required by the Indenture to be	
delivered as a condition precedent to the issuance of the Bonds;

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

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

A certificate of the District Manager in the form attached as Exhibit
J; and

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

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

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

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

legislation shall be introduced in, enacted by, reported out of committee, or recommended for passage by either House of the Congress, or recommended to the  Congress or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Department of the Treasury of the United States, the Internal Revenue Service, or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or a bill to amend the Code (which, if enacted, would be effective as of a date prior to the Closing) shall be filed in either House,

or a decision by a court of competent jurisdiction shall be rendered, or a regulation or filing shall be issued by or on behalf of the Department of the Treasury of the United States or the Internal Revenue Service, or other agency of the federal government, or a release or official statement shall be issued by the President of the United States, the Department of the Treasury of the United States or the Internal Revenue Service, in any such case with respect to or affecting (directly or indirectly) the taxation of interest received on obligations of the general character of the Bonds which, in the opinion of the Underwriter, materially adversely affects the market for the Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Bonds; or

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

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

there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the reasonable judgment of the Underwriter, impractical or inadvisable to proceed with the offering of the Bonds as contemplated in the Limited Offering Memorandum; or

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

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

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

Expenses.

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

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

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

Purchase Contract may be given by delivering the same in writing to MBS Capital Markets, LLC, 152 Lincoln Avenue, Winter Park, FL 32789, Attention: Brett Sealy.

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

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

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

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

Governing Law. This Purchase Contract shall be governed and construed  in accordance with the laws of the State.

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

Severability. If any provision of this Purchase Contract is, or is held to be invalid or unenforceable as applied in any particular case in any jurisdiction because it conflicts with any provision(s) of any constitution, rule or public policy, statute or any other reason, such circumstances shall not make the provision in question invalid or unenforceable in any other case or circumstance, or make any other provision (s) or this Purchase Contract invalid or unenforceable.

[Remainder of Page Intentionally Left Blank]

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

Very truly yours,

MBS CAPITAL MARKETS, LLC

By:		 Brett Sealy, Managing Partner

Accepted and agreed to as of the date first written above

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:		 Rex Jensen, Chair,
Board of Supervisors

EXHIBIT A

LAKEWOOD RANCH STEWARDSHIP DISTRICT
$[Bond Amount] Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C)

DISCLOSURE AND TRUTH-IN-BONDING STATEMENT

[BPA Date]

Lakewood Ranch Stewardship District Manatee/Sarasota Counties, Florida

Ladies and Gentlemen:

Pursuant to Section 218.385, Florida Statutes, and with respect to the issuance of the above referenced bonds (the "Bonds"), MBS Capital Markets, LLC (the "Underwriter"), having purchased the Bonds pursuant to a Bond Purchase Contract, dated [BPA Date] (the "Purchase Contract") between the Underwriter and Lakewood Ranch Stewardship District (the "District"), makes the following disclosures in connection with the limited public offering and sale of the Bonds:

The total underwriting discount paid to the Underwriter pursuant to the Purchase  Contract  for  the  Bonds  is  $[ 	] ([ ]% of the principal amount of the Bonds).

The total amount of expenses estimated to be incurred by the Underwriter in connection with the issuance of the Bonds is $[ 	]. An itemization of these expenses is attached hereto as Schedule I.

There are no "finders" as such term is used in Sections 218.385 and 218.386, Florida Statutes, in connection with the issuance of the Bonds.

The components of the Underwriter's discount for the Bonds are as follows:

Per $1,000
Management Fee Takedown
Expenses	 	    	

There are no other fees, bonuses, or other compensation estimated to be paid by the Underwriter or on behalf of the Underwriter in connection with the Bonds to any person not regularly employed or retained by the Underwriter.

The name and address of the Underwriter is set forth below:

MBS Capital Markets, LLC 152 Lincoln Avenue
Winter Park, Florida 32789

We understand that you do not require any further disclosure from the Underwriter, pursuant to Section 218.385(6), Florida Statutes, as amended.

The District is proposing to issue $[Bond Amount] of the Bonds for the purpose of (a) providing moneys to finance the cost of acquiring, constructing and equipping the assessable improvements comprising the Northeast Sector Project - Phase 2C, (b) pay certain costs associated with the issuance of the Bonds, (c) pay a portion of the interest to become due on the Bonds, and (d) fund the 2020 Reserve Account. The Bonds are expected to be repaid over a period of approximately [ ] years. At a net interest cost  of  approximately [     ]%, total interest paid over the life of the Bonds will be $[ 	].

The sources of repayment for the Bonds are the Series 2020 Assessments imposed and collected by the District. Based solely upon the assumptions set forth in the  paragraphs above, the issuance of the Bonds will result in an average of approximately
$[ 	] of the District's special assessment revenues not being available to the District on an annual basis to finance other services of the District; provided however, that in the event that the Bonds were not issued, the District would not be entitled to impose and collect the Series 2020 Assessments in the amount of the principal of and interest to be paid on the Bonds.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

MBS CAPITAL MARKETS, LLC

By:		 Brett Sealy, Managing Partner

SCHEDULE I

ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER

Travel Expenses Communication Day Loan
Clearance & Settlement Charges CUSIP / DTC
Contingency

Total

EXHIBIT B  TERMS OF BONDS
The purchase price for the Bonds shall be $[PP] (representing the $[Bond Amount].00 aggregate principal amount of the Bonds, [less/plus] [net] original issue [discount/premium] of $[OID/BP] and less an Underwriter's discount of $[UD].

Series	Maturity Date	Principal Amount	Interest Rate	Yield	Price	CUSIP†

* Represents maturity for which 10% test has been met as of sale date.
† The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness.

REDEMPTION PROVISIONS

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 Sinking Fund 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	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

Final maturity

$ 	Term Bond maturing May 1, 20 	

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

* Final maturity	
$ 	Term Bond maturing May 1, 20 		
May 1
of the Year	Amortization Installment	May 1
of the Year	Amortization Installment	

* Final maturity	
$ 	Term Bond maturing May 1, 20 		
May 1
of the Year	Amortization Installment	May 1
of the Year	Amortization Installment	

Final maturity

Upon redemption or purchase of the 2020 Bonds (other than redemption in accordance with scheduled Amortization Installments), the District shall cause to be recalculated and delivered to the Trustee revised Amortization Installments recalculated so that Debt Service on such 2020 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of such 2020 Bonds (the annual principal amounts so determined are hereinafter referred to as the "Aggregate Amortization Installments"). The Amortization Installments as so recalculated shall not result in an increase in Aggregate Amortization Installments in any year.

Extraordinary Mandatory Redemption. The 2020 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part on a pro rata basis as calculated by the District

determined by the ratio of the Outstanding principal amount of each maturity of the 2020 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding 2020 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, if and to the extent that any one or more of the following shall have occurred:

on May 1, 2022, from amounts transferred to the 2020 Prepayment Subaccount of the 2020 Redemption Account from the Retainage Subaccount in the 2020 Acquisition and Construction Account as provided in the Supplemental Indenture; or

on or after the Date of Completion of the Northeast Sector Project - Phase 2C, by application of moneys transferred from either Subaccount in the 2020 Acquisition and Construction Account to the 2020 Prepayment Subaccount of the 2020 Redemption Account in accordance with the terms of the Indenture; or

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

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

Except as otherwise provided in the Indenture, if less than all of the 2020 Bonds subject to redemption shall be called for redemption, the particular maturities of such 2020 Bonds or portions of particular maturities of such 2020 Bonds to be redeemed shall be selected by the Bond Registrar on a pro rata basis as determined by the ratio of the Outstanding principal amount of each maturity of the 2020 Bonds divided by the aggregate principal amount of Outstanding 2020 Bonds and as otherwise provided in the Indenture and then by lot within each maturity, as determined by Cede & Co.

EXHIBIT C

FORM OF BOND COUNSEL'S SUPPLEMENTAL OPINION

[Closing Date]

Board of Supervisors
Lakewood Ranch Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Winter Park, Florida

$[Bond Amount]
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C)

Ladies and Gentlemen:

We have served as Bond Counsel to the Lakewood Ranch Stewardship District (the "Issuer") in connection with the issuance by the Issuer of its $[Bond Amount] Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "Series 2020 Bonds"). The Series 2020 Bonds are being issued pursuant to Resolution No. 2005-16 adopted by the Board of Supervisors of the Issuer (the "Board") on August 23, 2005, as supplemented and amended by Resolution No. 2021-[ ] duly adopted by the Board on November [6], 2020 (collectively, the "Resolution"). The Series 2020 Bonds are  being further issued under and are secured by a Master Trust Indenture dated as of September 1, 2005 (the "Master Indenture"), as supplemented with respect to the Series 2020 Bonds by a Thirty-Second Supplemental Trust Indenture dated as of December 1, 2020 (the "Thirty- Second Supplement" and, together with the Master Indenture, the "Indenture"), each by and between the Issuer and U.S. Bank National Association, as trustee.

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

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

We have reviewed the statements contained in the Limited Offering Memorandum under the sections "DESCRIPTION OF THE 2020 BONDS", (other than the subsection, "Book-Entry Only System"), "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS," (excluding statements contained in the subsections "Agreement for Assignment of Development Rights," "True-Up Agreement" and "Completion Agreement," as to which no view is expressed) "COLLECTION OF SERIES 2020 ASSESSMENTS," and

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

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

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

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

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

Respectfully submitted,

BRYANT MILLER OLIVE P.A.

EXHIBIT D

FORM OF DISTRICT COUNSEL OPINION

[Closing Date]

Lakewood Ranch Stewardship District Manatee and Sarasota Counties, Florida

MBS Capital Markets, LLC Winter Park, Florida

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

Re: $[Bond Amount] Lakewood  Ranch  Stewardship  District  Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C)

Ladies and Gentlemen:

We serve as counsel to the Lakewood Ranch Stewardship District ("District"), a local unit of special-purpose government established pursuant to the laws of the State of Florida, in connection with the sale by the District of its $[Bond Amount] Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) ("Bonds"). This letter is delivered to you pursuant to Section 207 of  the Master Indenture (defined below), Section 207 of the Supplemental Trust Indenture (defined below), and Section 9 of the Bond Purchase Contract (referenced below), and is effective as of the date written above. Each capitalized term not otherwise defined herein has the meaning given it to it in the Indenture (defined herein).

DOCUMENTS EXAMINED

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

Chapter 2005-338, Laws of Florida, effective as of June 17, 2005, as amended by Chapter 2009-263, Laws of Florida, effective as of June 16, 2009, Chapter 2018- 178, Laws of Florida, effective as of March 23, 2018, and Chapter 2019-180, Laws of Florida, effective as of May 23, 2019, each of which were enacted by the Florida Legislature;
the Master Trust Indenture, dated as of September 1, 2005 ("Master Indenture"), as supplemented by the Thirty-Second Supplemental Trust Indenture, dated as of December 1, 2020 ("Supplemental Trust Indenture," and together with the Master Indenture, "Indenture"), each by and between the District and U.S. Bank National Association, as successor trustee and trustee, respectively ("Trustee");

Resolutions Nos. 2005-16 and 2021-[ ] adopted by the District on August 23,  2005 and November [6], 2020, respectively (collectively, "Bond Resolution");
the Master Engineer’s Report for Northeast Sector at Lakewood Ranch Infrastructure Improvements dated August 7, 2017, as last revised [September 16, 2020] ("Engineer’s Report"), which describes among other things, the "Project;"
the Master Assessment Methodology Report for Lakewood Ranch Stewardship District Northeast Sector, dated September 8, 2017, and the [Supplemental Assessment Methodology Report for Northeast Sector Series 2020 Bonds (Phase
2C)], dated	, 2020 (collectively, "Assessment Methodology");
Resolution Nos. 2017-19 and 2017-20 adopted by the District on August 4, 2017, Resolution No. 2017-23 adopted by the District on September 8, 2017, and
Resolution  No.  2021-	adopted by the District on [December ], 2020
(collectively, "Assessment Resolution"), establishing the debt service special assessments ("Debt Assessments") securing the Bonds;
the Final Judgment issued on December 20, 2005 by the Circuit Court for the Twelfth Judicial Circuit in and for Manatee and Sarasota Counties, Florida in Case No. 2005-CA-005205, and Certificate of No Appeal issued on January 30, 2006;
the Preliminary Limited Offering Memorandum dated [PLOM Date] ("PLOM") and Limited Offering Memorandum dated [BPA Date] ("LOM");
certain certifications by MBS Capital Markets, LLC ("Underwriter"), as underwriter to the sale of the Bonds;
certain certifications of Stantec Consulting Services, Inc., as District Engineer and Landowner’s Consulting Engineer;
certain certifications of SMR Northeast, LLC, as Landowner;
certain certifications of PFM Group Consulting, LLC, as District Manager and PFM Financial Advisors LLC as Assessment Consultant;
general and closing certificate of the District;
an opinion of Bryant Miller Olive P.A. ("Bond Counsel") issued to the District in connection with the sale and issuance of the Bonds;
an opinion of Holland & Knight LLP ("Trustee Counsel") issued to the District and Underwriter in connection with the sale and issuance of the Bonds;
an opinion of Landowner’s in-house counsel, issued to the District and the Underwriter in connection with the sale and issuance of the Bonds ("Landowner’s Counsel");
the following agreements ("Bond Agreements"):
the Acquisition Agreement between the District and the Landowner, and dated September 8, 2017, and the amendment thereto dated August 30, 2018;
the Bond Purchase Contract between the Underwriter and the District, and dated [BPA Date] ("BPC");
the Collateral Assignment and Assumption Agreement between the District and the Landowner, and dated [Closing Date];
the Completion Agreement between the District and the Landowner, and dated September 8, 2017;

the Continuing Disclosure Agreement between the District, the Landowner, and the District Manager as dissemination agent, and dated [Closing Date];
the True-Up Agreement between the District and the Landowner, and dated [Closing Date]; and
a Declaration of Consent to Jurisdiction and to Imposition of Special Assessments (Northeast Sector Project- Master Assessment Lien) executed by the Landowner, and dated September 8, 2017; and
a Declaration of Consent to Jurisdiction and to Imposition of Special Assessments (Northeast Sector Project- Phase 2C) executed by the Landowner, and dated [Closing Date];
the following Executive Orders of the Governor of the State of Florida: 20-52 issued March 9, 2020, 20-69 issued March 20, 2020, 20-112 issued April 29, 2020, 20-114 issued May 8, 2020, 20-123 issued May 18, 2020, 20-150 issued June 23, 2020; 20-179 issued July 29, 2020, 20-193 issued August 7, 2020, and 20-246 issued September 30, 2020; and
such other documents as we have deemed necessary or appropriate in rendering the opinions set forth below.

We have also attended various meetings of the District and have participated in conferences from time to time with representatives of the District, the District Engineer, the District Manager and Assessment Consultant, Bond Counsel, the Underwriter, counsel to the Underwriter, the Landowner, Landowner’s Counsel, and others relative to the Limited Offering Memorandum and the related documents described herein.

RELIANCE

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

OPINIONS

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

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

under the terms and conditions of the Bond Resolution, the Assessment Resolution, the Bond Agreements, the Bonds and the Indenture.

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

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

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

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

PLOM and LOM – The District has duly authorized the execution, delivery and distribution by the Underwriter of the PLOM and LOM. To our knowledge, and based upon our review of the PLOM and LOM and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the PLOM and LOM, and as of the date of their respective issuances, and with respect to the PLOM, the date of the BPC, and with respect to the LOM, the date hereof, nothing has come to our attention which would lead us to believe that the PLOM and LOM contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, provided however that the opinions stated herein extend only to the following provisions of the PLOM and LOM: "INTRODUCTION," "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS – Agreement for Assignment of Development Rights, Completion Agreement, and True Up Agreement," "ENFORCEMENT OF ASSESSMENT COLLECTIONS," "THE DISTRICT" (excluding the subcaption "The District Manager"), "ASSESSMENT METHODOLOGY," "AGREEMENT BY THE STATE," CONTINUING DISCLOSURE" (as it relates to the District only), "LITIGATION" (as it

relates to the District only), and "VALIDATION," and further provided however that the opinions stated herein do not extend to any statements that constitute descriptions of the Bonds or the Indenture. No information or opinion is offered as to any remaining  provisions of the PLOM or LOM.

Litigation –Based on inquiry of the District’s Registered Agent for service of process and the fact that we have not been served with notice, there is no litigation pending or, to the best of our knowledge, threatened against the District: (a) seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of the proceeds thereof, or the imposition, levy or collection of the Debt Assessments or the 2019 Trust Estate pledged for the payment of the debt service on the Bonds; (b) contesting or affecting the authority for the authority for the Debt Assessments, the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Indenture, the Bond Agreements or the transactions contemplated thereunder; (c) contesting or affecting the establishment or existence of the District or any of its Supervisors, officers or employees, its assets, property or condition, financial or otherwise, or contesting or affecting any of the powers of the District, including its power to enter into the Indenture or the Bond Agreements, or its power to determine, assess, levy, collect and pledge the Debt Assessments for the payment of the debt service on the Bonds; or (d) specifically contesting the exclusion from federal gross income of interest on the Bonds.

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

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

CERTAIN ASSUMPTIONS

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

agreements and other documents have been properly authorized and are binding on each of the other parties thereto. Such assumptions do not apply to District documents. We have also assumed the legality and validity of the following Executive Orders: 20-52 issued March 9, 2020, 20-69 issued March 20, 2020, 20-112 issued April 29, 2020, 20-114 issued
May 8, 2020, 20-123 issued May 18, 2020, 20-150 issued June 23, 2020, 20-179 issued July
29, 2020, 20-193 issued August 7, 2020, and 20-246 issued September 30, 2020.

CERTAIN QUALIFICATIONS

The foregoing opinions are subject to the following qualifications:

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

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

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

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

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

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

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

our knowledge of the existence of such facts should be drawn from the fact of our representation of District.

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

Very truly yours,

HOPPING GREEN & SAMS, P.A.

For the Firm

EXHIBIT E

FORM OF CERTIFICATE OF CONSULTING ENGINEER

[Closing Date]

Lakewood Ranch Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Winter Park, Florida

U.S. Bank National Association Orlando, Florida

Re:	$[Bond Amount] Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "Bonds")

Ladies and Gentlemen:
The undersigned serves as the Consulting Engineer to Lakewood Ranch Stewardship District (the "District"). This Certificate is furnished pursuant to Section 9(c)(15) of the Bond Purchase Contract dated [BPA Date], between the District and MBS Capital Markets, LLC (the "Purchase Contract") relating to the sale of the above-captioned Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in the Purchase Contract or in the Limited Offering Memorandum dated [BPA Date], relating to the Bonds (the "Limited Offering Memorandum").

All governmental permits and approvals required to commence and complete construction, acquisition and installation of Northeast Sector Project, including but not limited to Northeast Sector Project – Phase 2C, have been obtained or can reasonably be obtained in the ordinary course. Northeast Sector Project – Phase 2C is expected to be completed by 		, 20 .

The information contained in the Preliminary Limited Offering Memorandum dated [PLOM Date] and the Limited Offering Memorandum dated [BPA Date] under the caption "THE NORTHEAST SECTOR PROJECT", and in the Engineer's Report (the "Engineer's Report") included as appendix to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum did not, and does not, to the best of our knowledge, contain any untrue statement of a material fact and did not, and does not, omit to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Engineer's Report was prepared in accordance with generally accepted engineering practices. We consent to the inclusion of the Engineer's Report in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the references to our firm therein.

The plans and specifications for the Northeast Sector Project – Phase 2C  have been approved by all regulatory bodies required to approve them (such regulatory bodies consisting of those referred to in Engineer's Report) or such approval can reasonably be expected to be obtained.

All water and sewer utilities necessary to serve the lands specially benefited by Northeast Sector Project – Phase 2C as described in the Limited Offering Memorandum, are, or will be, available as and when needed.

The portion of the Northeast Sector Project – Phase 2C  heretofore constructed has been constructed in a sound workmanlike manner and in accordance with industry standards and the plans and specifications therefor.

The purchase price to be paid by the District for any portion of the Northeast Sector Project – Phase 2C being acquired by the District is no more than the lesser of (a)  the fair market value of such improvements and (b) the actual cost of construction of such improvements.

STANTEC CONSULTING SERVICES INC.

By:	 Name:	 Title: 	

EXHIBIT F

FORM OF CERTIFICATE OF LANDOWNER

[Closing Date]

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

MBS Capital Markets, LLC Winter Park, Florida

U.S. Bank National Association Fort Lauderdale, Florida

Re: $[Bond Amount] Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "Bonds")

The undersigned, a duly authorized representative of SMR NORTHEAST, LLC, a Florida limited liability company (the "Landowner") hereby certifies that:

This Certificate is furnished pursuant to Section 9(c)(13) of the Bond Purchase Contract (the "Purchase Contract") dated [BPA Date], between the Lakewood Ranch Stewardship District (the "District") and MBS Capital Markets, LLC relating to the sale of the above referenced Bonds. Terms used herein in capitalized from and not otherwise defined herein shall have the meaning ascribed thereto in said Purchase Contract.

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

The information contained in the Preliminary Limited Offering Memorandum dated [PLOM Date] and the Limited Offering Memorandum dated [BPA Date], each relating to the Bonds, under the captions or subcaptions "INTRODUCTION" (to the extent it describes the Landowner, the Northeast Sector or the Northeast Sector Project, "BONDOWNERS' RISKS" (to the extent it describes the Landowner, the Northeast Sector or the Northeast Sector Project), "LAKEWOOD RANCH" "NORTHEAST SECTOR" "LITIGATION – The Landowner" and "THE NORTHEAST SECTOR PROJECT" is true  and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading. The Landowner agrees that if between the date hereof and the earlier of: (i) ninety (90) days from the end of the "Underwriting Period" as defined in Securities Exchange Commission Rule 15c2-12 (17  CFR 240.15c2-12) ("Rule 15c2-12"); or (ii) the time when the Limited Offering  Memorandum is available to any person from a nationally recognized municipal securities information repository (but in no event less than twenty-five (25) days following the end of

the Underwriting Period), any event shall occur of which the Landowner shall have actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact relating to the Landowner, the Northeast Sector or the Northeast Sector Project, or to omit to state a material fact relating to the Landowner, the Northeast Sector or the Northeast Sector Project necessary to make the statements therein, in the circumstances under which were made, not misleading, the Landowner shall notify the Underwriter thereof, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the Landowner will, at its expense, supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter.

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

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

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

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

There is no litigation pending or, to our knowledge, threatened which would prevent or prohibit the development of the Northeast Sector and the Northeast Sector Project – Phase 2C in accordance with the description thereof in the Limited Offering Memorandum and the Engineer's Report attached thereto. The Landowner is proceeding in its normal course of business to develop the Northeast Sector. Except as otherwise disclosed

in the Limited Offering Memorandum, there is no action, suit or proceedings at law or in equity by or before any court or public board or body pending or, solely to the best of our knowledge, threatened against the Landowner (or any basis therefor) (a) seeking to restrain or enjoin the execution or delivery of Landowner Documents, (b) contesting or affecting the validity or enforceability of the Landowner Documents, or any and all such other agreements or documents as may be required to be executed, or the transactions contemplated thereunder, or (c) contesting or affecting the establishment or existence of the Landowner, or of the Landowner's business, assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Landowner or the Northeast Sector as described in the Limited Offering Memorandum.

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

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

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

All water and sewer utilities necessary to serve the Northeast Sector, as such is described in the Limited Offering Memorandum, are, or will be, available as and when needed. The lands in the Northeast Sector have the appropriate land use, zoning and other governmental approvals and development agreements to permit the development thereof as contemplated by the Limited Offering Memorandum and the Engineer's Report attached thereto. Except as otherwise disclosed in the Limited Offering Memorandum, all material conditions of the governmental development approvals and agreements applicable to the land in the Northeast Sector have been complied with as of the date hereof or will be complied with in due course and there are no conditions therein that must be complied with in the future that would limit the development of the Northeast Sector (including infrastructure improvements needed for the Northeast Sector not included in the Northeast Sector Project – Phase 2C) as described in the Limited Offering Memorandum.

The Landowner acknowledges that it will have no rights under Chapter 170, Florida Statutes, as amended, to prepay, without interest, the Series 2020 Assessments imposed on lands in the District owned by it within thirty (30) days following completion of the Northeast Sector Project – 2C and acceptance thereof by the District.

The Landowner acknowledges that the Bonds have the debt service requirements set forth under the heading "DEBT SERVICE REQUIREMENTS" in the Limited Offering Memorandum and that the Series 2020 Assessments will be levied by the

District at times, and in amounts sufficient, to enable the District to pay Debt Service on the Bonds when due.

The Landowner has complied as described in the Limited Offering Memorandum with all continuing disclosure commitments undertaken by it pursuant to Rule 15c2-12 prior to the date hereof.

All contracts for sale entered into by Landowner for real property to be encumbered by Series 2020 Assessments have contained the disclosure language required by Chapter 2005-338(6)(28) Laws of Florida.

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

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

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

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

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

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

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

There has been no action taken by or omitted by the Landowner that impairs the contemplated transactions by the District with respect to the Bonds, including: (a) the issuance and sale of the Bonds upon the terms set forth in the Purchase Contract; (b) the approval of the Limited Offering Memorandum and the signing of the Limited Offering Memorandum by a duly authorized officer of the District; (c) the acquisition and construction of the Northeast Sector Project – Phase 2C (as described in the Limited Offering Memorandum); and (d) the execution, delivery and receipt of the Purchase Contract, the Bonds, the Indenture, the Continuing Disclosure Agreement, any of the Ancillary Documents and any and all such other agreements or documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated by the Limited Offering Memorandum and the Indenture. The Landowner acknowledges and consents to those provisions of the Purchase Contract which reference it.

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

IN WITNESS WHEREOF, the undersigned has executed this certificate for and on behalf of the Developer as of the [ 	] day of [December], 2020.

SMR NORTHEAST, LLC,
a Florida limited liability company

By:	 Name:	 Title:  	

EXHIBIT G

FORM OF OPINION OF COUNSEL TO LANDOWNER

[Closing Date]

MBS Capital Markets, LLC 152 Lincoln Avenue
Winter Park, FL 32789

Re: $[Bond Amount] Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "Bonds")

Ladies and Gentlemen:

I am counsel to SMR Northeast, LLC, a Florida limited liability company (the "Landowner"). I have served as counsel to the Landowner in connection with the issuance by Lakewood Ranch Stewardship District (the "District") of the above-referenced Bonds as described in the District's Preliminary Limited Offering Memorandum, dated [PLOM Date] (the "Preliminary Limited Offering Memorandum") and the Limited Offering Memorandum dated [BPA Date] (the "Limited Offering Memorandum"). Unless otherwise expressly defined herein, capitalized terms used herein have the respective meanings assigned to them in the Limited Offering Memorandum or in the Bond Purchase Contract for the Bonds (the "Contract of Purchase").

In my capacity as counsel to the Landowner, we have examined such documents and have made such examination of laws as we have deemed necessary or appropriate in rendering the opinions set forth below.

Based on the foregoing, I am of the opinion that:

The Landowner is a Florida limited liability company, duly organized and lawfully existing and duly qualified to do business in the State of Florida. The Landowner has all requisite power and authority to conduct its business as described in the Limited Offering Memorandum including the development of the Northeast Sector and to enter into the Landowner’s Documents hereinafter described.

The Landowner has lawful authority to undertake the development of the Northeast Sector as described in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and I am not aware of any action taken or omitted by the Landowner that impairs the completion of the Northeast Sector.

To my knowledge, there has been no action taken by or omitted by the Landowner that prevents any of the following transactions of the District; (a) the issuance and sale of the Bonds upon the terms set forth in the Contract of Purchase and in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum; (b) the approval of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum by a duly authorized officer of the District; (c) the acquisition and

construction of Northeast Sector Project – 2C; and (d) the execution, delivery and receipt of the Financing Documents and the Ancillary Documents. Such Ancillary Documents, the Declaration of Consent and the Continuing Disclosure Agreement and all the documents executed and delivered by the Landowner in connection with the issuance of the Bonds are collectively referred to as the "Landowner Documents."

The consummation of the transactions described in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum do not on the date hereof and will not at the time of such consummation, conflict with or constitute on the part of the Landowner a breach or violation of the terms and provisions of, or constitute a default under any existing agreement, indenture, mortgage, lease, deed of trust, note or other instrument to which the Landowner is subject or by which it or its properties are or may be bound. To my knowledge, the consummation by the Landowner of the transactions described in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum applicable to the Landowner do not on the date hereof and will not at the time of such consummation, conflict with or constitute a default under its organizational documents or under any existing constitution, laws, court or administrative rule or regulation, to which the Landowner is subject, or any decree, order or judgment to which it is party or by which it is bound in force an effect on the date hereof.

To my knowledge, the Landowner is not in default under any other resolution, agreement, development agreement, zoning condition, permit, indenture, mortgage, lease, deed of trust, note or other instrument to which the Landowner is subject or by which it or its properties are or may be bound.

Based upon inquiry with the Clerk of the Courts for Manatee County through
         , 2020, there was at that time no action, suit or proceedings at law or in equity by or before any such courts, public board or body pending or threatened against the Landowner
seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of the proceeds thereof, or the levy or collection of the Series 2020 Assessments, (b) contesting or affecting the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Landowner Documents or the transactions contemplated thereunder, (c) contesting or affecting the establishment or existence of the Landowner or any of its officers or employees, its assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Landowner, including its power to develop the Northeast Sector and its ownership interest in Northeast Sector which could if determined adversely to the Landowner have a material adverse effect upon the construction of the Northeast Sector by the Landowner or the District, or (d) which, if determined adversely to the Landowner, would have a material adverse impact on the ability of the Landowner to sell lands in the Northeast Sector as contemplated by the Limited Offering Memorandum.

The Landowner has complied with all provisions of applicable law in all matters relating to the Northeast Sector and its undertaking as described in the Preliminary Limited Offering Memorandum, the Limited Offering Memorandum and the Indenture including receiving all permits, consents or licenses and making all notices to or filings with governmental authorities required as of this date, except as set forth in the Limited Offing Memorandum. The Northeast Sector lands are completely vested and zoned for their intended use. All government permits and approvals, as described in the Limited Offering Memorandum, including the consulting engineer's report attached thereto, have

been received or are expected to be received as needed. We have no reason to believe that any permits, consent and licenses required to complete the Northeast Sector as described in the Preliminary Limited Offering Memorandum, the Limited Offering Memorandum and the Indenture will not be obtained as required.

To my knowledge, the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the heading "THE NORTHEAST SECTOR PROJECT," "LAKEWOOD RANCH," "NORTHEAST SECTOR," "LITIGATION – The Landowner," "LITIGATION – SMR" and "CONTINUING DISCLOSURE," as it relates to the Landowner accurately and fairly present the information purported to be shown and contains no untrue statement of material fact or omits to state any material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading as of their respective dates and as of the date hereof.

In  reliance upon the Ownership  and  Encumbrance   Report No. 	dated
        prepared by 	, at that time, all of the assessable properties that are owned by the Landowner were free and clear of any liens or encumbrances (without regard to priority of lien, as to which no opinion is expressed) that would impede the construction of Northeast Sector Project – Phase 2C and the Northeast Sector as contemplated in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, and all appendices thereto. The levy of the Series 2020 Assessments on the property in the District subject thereto and owned by the Landowner will not conflict with, constitute a breach of, or default under any indenture or other mortgage instrument relative to the property in the District which the Landowner is a party. There are no mortgages on the property subject to the Series 2020 Assessments owned by the Landowner, other than as described in the Limited Offering Memorandum.

Assuming due authorization and execution by the other parties thereto, the Landowner Documents constitute legal, valid and binding obligations of the Landowner, enforceable in accordance with their respective terms (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization and similar law affecting creditors, rights generally and general principles of equity).

This opinion is solely for the benefit of the addressees and this opinion may not be relied upon in any manner, nor used, by any other person or entities. This opinion is as of the date set forth above and I assume no duty to subsequently update the opinion.

Whereas herein I have issued an opinion as to enforceability of a document, such opinion is subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor's rights generally and general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or a law) and to the exercise of judicial discretion in appropriate cases.

The opinion or statements expressed above are solely on the laws of Florida and of the United States of America. Accordingly, I express no opinion nor make any statements regarding the effect or application of the laws of any other state or jurisdiction.

Very truly yours,

EXHIBIT H

FORM OF CERTIFICATE OF CONSULTING ENGINEER

[Closing Date]

Lakewood Ranch Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Winter Park, Florida

U.S. Bank National Association Fort Lauderdale, Florida

Re: $[Bond Amount] Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "Bonds")

Ladies and Gentlemen:

The undersigned has been engaged to provide engineering services to SMR Northeast, LLC (the "Landowner"), in connection with the development known as the Northeast Sector located within the boundaries of Lakewood Ranch Stewardship District (the "District"). This Certificate is furnished pursuant to Section 9(c)(15) of the Bond Purchase Contract dated [BPA Date], between the District and MBS Capital Markets, LLC (the "Purchase Contract") relating to the sale of the above-captioned Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in the Purchase Contract or in the Limited Offering Memorandum dated [BPA Date], relating to the Bonds (the "Limited Offering Memorandum").

The information under the subcaptions "NORTHEAST SECTOR – Permitting," "NORTHEAST SECTOR – Environmental Matters" and NORTHEAST SECTOR – District Infrastructure Status" in the Preliminary Limited Offering Memorandum dated [PLOM Date], and the Limited Offering Memorandum is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

To the best of our knowledge, after reasonable investigation, the governmental permits and approvals currently required to complete the Northeast Sector Project as described in the Limited Offering Memorandum and to complete the infrastructure needed to serve the Northeast Sector are in place or are reasonably obtainable in the ordinary course. The infrastructure needed for the Northeast Sector Project not included in Northeast Sector Project – Phase 2C being undertaken by the District is expected to be complete by         , 20     . All material conditions of the land       use and zoning ordinances and other governmental development orders, approvals, and

agreements applicable to the Northeast Sector Project have been complied with as of the date hereof and there are no conditions therein that must be complied with in the future that would limit the development thereof (including internal subdivision improvements and master infrastructure) as described in the Limited Offering Memorandum.

All water and sewer utilities necessary to serve the Northeast Sector as such development is described in the Limited Offering Memorandum, are, or will be, available as and when needed.

STANTEC CONSULTING SERVICES, INC.

By:	 Name:	 Title:  	

EXHIBIT I
FORM OF ISSUE PRICE CERTIFICATE LAKEWOOD RANCH STEWARDSHIP DISTRICT
$[Bond Amount] Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C)

The undersigned, on behalf of MBS CAPITAL MARKETS, LLC ("MBS"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bonds"). Capitalized terms shall have the meaning ascribed in Section 2 hereof.

MBS and the District entered into a Bond Purchase Contract on the Sale Date in connection with the sale of the Bonds (the "Purchase Contract"). Pursuant to the terms of the Purchase Contract, MBS made a bona fide limited offering of the Bonds to a portion of the Public representing accredited investors as required by Florida law at the prices or yields for each such maturity as shown on the cover page of the Limited Offering Memorandum, dated [BPA Date], relating to Bonds.

1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the  Bonds, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2.	Defined Terms.	
(a)	District means Lakewood Ranch Stewardship District.	
(b)	Maturity means Bonds with the same credit and payment terms. Bonds with	
different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.

Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50% common ownership, directly or indirectly.

Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date].

Underwriter means (i) any person that agrees pursuant to a written contract with the District to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

3. Reserve Account. A reserve account in an amount equal to the 2020 Reserve Account Requirement was necessary in order to market and sell the Bonds given the nature

of the Bonds which are secured by special assessments and the delinquent assessment collection procedures related thereto.

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents MBS' interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the District with respect to certain of the representations set forth in the Tax Certificate executed by the District in connection with the issuance, sale and delivery  of the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the District from time to time relating to the Bonds.

MBS CAPITAL MARKETS, LLC

By:		 Brett Sealy, Managing Partner

Dated: [Closing Date]

SCHEDULE A
SALE PRICES OF THE BONDS
(Attached)

EXHIBIT J

FORM OF CERTIFICATE OF DISTRICT MANAGER

We have acted as district manager to Lakewood Ranch Stewardship District (the "District") in connection with the sale and issuance by the District of its $[Bond Amount] aggregate principal amount of Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "Bonds") and have participated in the preparation of the Preliminary Limited Offering Memorandum dated [PLOM Date], and the final Limited Offering Memorandum dated [BPA Date], related to the Bonds (collectively, the Limited Offering Memoranda").

As District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memoranda, as it relates to the District, the Northeast Sector Project – Phase 2C and any other information provided by us for inclusion therein contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

The information set forth in the Limited Offering Memoranda under the subcaptions "THE DISTRICT," ASSESSMENT METHODOLOGY," "FINANCIAL STATEMENTS," "LITIGATION – The District," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE" (as it relates to the District), "MUNICIPAL ADVISOR," "DISCLOSURE OF MULTIPLE ROLES," CONTINGENT FEES," and in APPENDIX F – Audited Financial Statements of the  District for the Fiscal Year Ended September 30, 2019 did not as of the respective dates of the Limited Offering Memoranda and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

As District Manager and registered agent for the District, we are not aware  of any litigation pending, or to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Bonds, or the existence or powers of the District.

Dated: [Closing Date]	PFM GROUP CONSULTING LLC

By:	 Name:	 Title:  	

EXHIBIT C

FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED NOVEMBER [ ], 2020

NEW ISSUE – BOOK-ENTRY ONLY	NOT RATED LIMITED OFFERING

In the opinion of Bond Counsel, assuming compliance by the District with certain covenants, under existing statutes, regulations, and judicial decisions, the interest on the 2020 Bonds will be excluded from gross income for federal income tax purposes of the  holders thereof and will not be an item of tax preference for purposes of the federal alternative minimum tax. See "TAX MATTERS" herein for a description of other tax consequences to holders of the 2020 Bonds.

$[Bond Amount]*
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C)
Dated:  Date of Delivery	Due: May 1, as set forth below

The Lakewood Ranch Stewardship District (the "District") is issuing its Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "2020 Bonds") in fully registered form, without coupons, in denominations of $5,000 or any integral multiple thereof; provided that the 2020 Bonds will be deliverable to the initial purchasers in minimum principal amounts of $100,000 or integral multiples of $5,000 in excess thereof. The 2020 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. Purchases of beneficial interests in the 2020 Bonds will be made in book-entry form and purchasers of beneficial interests in the 2020 Bonds will not receive physical 2020 Bond certificates. For so long as the book-entry system is maintained, the principal of, premium, if any, and interest on the 2020 Bonds will be paid from the sources described herein by U.S. Bank National Association, as trustee (the "Trustee"), to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of the Direct Participants and Indirect Participants, as more fully described herein. Any purchaser, as a beneficial owner of a 2020 Bond, must maintain an account with a broker or dealer who is, or acts through, a Direct Participant in order to receive payment of the principal of, premium, if any, and interest on such 2020 Bond. Interest on the 2020 Bonds is payable on each May 1 and November 1, commencing May 1, 2021, and will be computed on the basis of a 360-day year of twelve thirty-day months. See "DESCRIPTION OF THE 2020  BONDS" herein.

Proceeds of the 2020 Bonds will be used to (a) finance the acquisition, construction, installation and equipping of the Northeast Sector Project – Phase 2C (herein defined), (b) fund the 2020 Reserve Account in an amount equal to the initial 2020 Reserve Account Requirement, (c) capitalize interest on the 2020 Bonds through May 1, 2021, and (d) pay costs of issuance of the 2020 Bonds. See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein.

The District is a local unit of special purpose government and an independent special district of the State of Florida (the "State"), created pursuant to the Lakewood Ranch Stewardship District Act, Chapter 2005-338, Laws of Florida, as amended (the "Act"). The 2020 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of September 1, 2005 (the "Master Indenture"), between the District and the Trustee, as supplemented by a Thirty-Second Supplemental Trust Indenture dated as of December 1, 2020, between the District and the Trustee (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"). Capitalized terms  not  otherwise defined herein shall have the meanings assigned to them in the Indenture.
The principal of and interest on the 2020 Bonds shall be payable solely from, and shall be secured solely by, the revenues derived by the District from the Series 2020 Assessments (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and the 2020 Costs of Issuance Account) established by the Supplemental Indenture (the "2020 Pledged Funds"). The 2020 Pledged Revenues  and  2020 Pledged Funds collectively comprise the "2020 Trust Estate."
The 2020 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts, and at the redemption price more fully described herein. See "DESCRIPTION OF THE 2020 BONDS – Redemption Provisions" herein.
NEITHER THE 2020 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE. THE 2020 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2020 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2020 TRUST ESTATE PLEDGED TO THE 2020 BONDS, ALL AS PROVIDED IN THE INDENTURE AND THE 2020 BONDS.
Investment in the 2020 Bonds poses certain risks and the 2020 Bonds are not a suitable investment for all potential investors. See "INTRODUCTION," "SUITABILITY FOR INVESTMENT" and "BONDOWNERS' RISKS" herein. The Underwriter is limiting this offering of the 2020 Bonds to accredited investors within the meaning of the rules of the Florida Department of Financial Services ("Accredited Investors"). The limitation of the initial offering of 2020 Bonds to Accredited Investors does not denote restrictions on transfers in any secondary market for the 2020 Bonds. The 2020 Bonds are not credit enhanced and are not rated and no application has been made for credit enhancement or a rating with respect to the 2020 Bonds, nor is there any reason to believe that the District would have been successful in obtaining either credit enhancement or a rating for the 2020 Bonds had application been made. Potential investors are solely responsible for evaluating the merits and risks of an investment in the 2020 Bonds.

This cover page contains certain information for quick reference only. It is not a summary of the 2020 Bonds. Investors must read this entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.
PRINCIPAL AMOUNTS, INTEREST RATES, MATURITY DATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS†

$ 	 % Term 2020 Term Bond Due May 1, 20    Yield 	% Price      CUSIP No.†   	
$ 	 % Term 2020 Term Bond Due May 1, 20    Yield 	% Price      CUSIP No.†   	
$ 	 % Term 2020 Term Bond Due May 1, 20    Yield 	% Price      CUSIP No.†   	
$ 	 % Term 2020 Term Bond Due May 1, 20    Yield 	% Price      CUSIP No.†   	

The 2020 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt of the opinion of Bryant Miller Olive P.A., Orlando, Florida, Bond Counsel, as to the validity of the 2020 Bonds and the excludability  of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams P.A., Tallahassee, Florida, for the Landowner by its in-house counsel, for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida, and for the Underwriter by its counsel, Nabors, Giblin & Nickerson, P.A., Tampa, Florida. PFM Financial Advisors LLC is serving as the District's Independent Registered Municipal Advisor in connection with the issuance of the 2020 Bonds. It is expected that the 2020 Bonds will be available for delivery through the facilities of The Depository Trust Company on or about 	, 2020.
MBS Capital Markets, LLC
Dated: 	, 2020

Preliminary, subject to change.
† The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness. They are included solely for the convenience of the readers of this Limited Offering Memorandum.

RED HERRING LANGUAGE

This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. The 2020 Bonds may not be sold nor may offers to  buy be accepted prior to the time the Limited Offering Memorandum is delivered in final form. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the 2020 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

BOARD OF SUPERVISORS

Rex Jensen, Chair
Tony Chiofalo, Vice Chair/Assistant Secretary Scott Almand, Treasurer
Jim Schier, Assistant Secretary Ed Hunzeker, Assistant Secretary

DISTRICT MANAGER

PFM Group Consulting LLC Orlando, Florida

DISTRICT COUNSEL

Hopping Green & Sams P.A. Tallahassee, Florida

DISTRICT ENGINEER

Stantec Consulting Services Inc.
Sarasota, Florida

ASSESSMENT CONSULTANT AND MUNICIPAL ADVISOR

PFM Financial Advisors LLC Orlando, Florida

BOND COUNSEL

Bryant Miller Olive P.A. Orlando, Florida

REGARDING USE OF THIS LIMITED OFFERING MEMORANDUM

No dealer, broker, salesperson or other person has been authorized by the District, Manatee County, Florida, the State of Florida or the Underwriter to give any information  or to make any representations other than those contained in this Limited Offering Memorandum and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2020 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.
The information set forth herein has been obtained from the Landowner, SMR (each as defined herein), the District, the District Manager, the District Engineer, the Assessment Consultant and other sources that are believed by the Underwriter to be reliable, but which information is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the District (with respect to information provided by others) or the Underwriter named on the cover page of this Limited Offering Memorandum. The Underwriter has reviewed the information in this Limited Offering Memorandum in accordance with and as part of its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. At closing, the Landowner, SMR, the District, the District Manager, the District Engineer and the Assessment Consultant will each deliver certificates certifying that certain of the information supplied by each does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. The information and expressions of opinion herein contained are subject to change without notice and neither the delivery of this Limited Offering Memorandum, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of the District, the Landowner, or SMR or in the status of the Northeast Sector or the Northeast Sector Project (each as defined herein) since the date hereof.

The Trustee has not participated in the preparation of this Limited Offering Memorandum and makes no representation with respect to the accuracy or completeness of any of the material contained in this Limited Offering Memorandum. The Trustee has no duty or obligation to pay the 2020 Bonds from its own funds, assets or corporate capital or to make inquiry regarding, or investigate the use of, amounts disbursed from the 2020 Trust Estate.
The 2020 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, nor has the Indenture been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions set forth in such acts. The registration, qualification or exemption of the 2020 Bonds in accordance with the applicable securities law provisions of any jurisdictions wherein these securities have been or will be registered, qualified or exempted should not be regarded as a recommendation thereof. Neither the District, Manatee County, Florida, the State of Florida, nor any other political subdivisions thereof have guaranteed or passed upon the merits of the 2020 Bonds, upon the probability of any earnings thereon or upon the accuracy or adequacy of this Limited Offering Memorandum.

"Forward looking statements" are used in this document by using forward-looking words such as "may," "will," "should," "intends," "expects," "believes," "anticipates," "estimates" or others. The reader is cautioned that such forward-looking statements are subject to a variety of uncertainties that could cause actual results to differ from the projected results. Those risks and uncertainties include general economic and business conditions, conditions in the financial markets and real estate market, the District's collection of the Series 2020 Assessments, and various other factors which may be beyond the District's, the Landowner's and SMR's control. Because the District, the Landowner  and SMR cannot predict all factors that may affect future decisions, actions, events or financial circumstances, what actually happens may be different from what is included in forward-looking statements. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The District, the Landowner and SMR do not plan to issue any updates or revisions to those forward-looking statements if or when any of its expectations or events, conditions or circumstances on which such statements are based occur, other than as described under "CONTINUING DISCLOSURE" herein.
The order and placement of materials in this Limited Offering Memorandum, including the appendices, are not to be deemed a determination of relevance, materiality or importance, and this Limited Offering Memorandum, including the appendices, must be considered in its entirety. The captions and headings in this Limited Offering  Memorandum are for convenience of reference only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provisions or sections in this Limited Offering Memorandum.
This Limited Offering Memorandum is being provided to prospective purchasers either in bound printed form ("Original Bound Format") or in electronic format on the following websites: www.munios.com and www.emma.msrb.org. This Limited Offering Memorandum may be relied upon only if it is in its Original Bound Format or as printed in its entirety directly from such websites.
References to website addresses presented herein, including the District's website, are for information purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Limited Offering Memorandum for any purpose, including for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission.
This Limited Offering Memorandum does not constitute a contract between the District or the Underwriter and any one or more of the Owners of the 2020 Bonds.
This Preliminary Limited Offering Memorandum is in a form deemed final by the District for purposes of Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended, except for certain information permitted to be omitted pursuant to Rule 15c2- 12(b)(1).

TABLE OF CONTENTS

Page

SUMMARY STATEMENT	i
Bondowners' Risks; Limited Offering	i
The District	i
The 2020 Bonds	i
Purpose of the 2020 Bonds	ii
Northeast Sector	ii
Security for the 2020 Bonds	ii
INTRODUCTION	1
SUITABILITY FOR INVESTMENT	3
DESCRIPTION OF THE 2020 BONDS	4
General	4
Redemption Provisions	4
Notice and Effect of Redemption	6
Book-Entry Only System	7
ESTIMATED SOURCES AND USES OF BOND PROCEEDS	10
DEBT SERVICE REQUIREMENTS	11
SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS	12
General	12
Enforcement and Collection of Series 2020 Assessments	12
Re-Assessment	14
Landowner Prepayment Waiver	14
Provisions Relating to Bankruptcy or Insolvency of Landowner	15
No Parity Bonds; Limitation on Additional Bonds	16
Events of Default and Remedies	17
Agreement for Assignment of Development Rights	18
Completion Agreement	18
True-Up Agreement	19
COLLECTION OF SERIES 2020 ASSESSMENTS	19
ENFORCEMENT OF ASSESSMENT COLLECTIONS	19
General	19
Direct Billing & Foreclosure Procedure	20
Uniform Method Procedure	20
FUNDS AND ACCOUNTS	24
General	24
Acquisition and Construction Fund	24
2020 Reserve Account	25
Application of Prepayment Principal	26
Tax Covenants and Rebate Account	27
2020 Revenue Account	27
BONDOWNERS' RISKS	29
Limited Pledge	29
Concentration of Land Ownership and Bankruptcy Risks	30
Delay and Discretion Regarding Remedies	30
Limitation on Funds Available to Exercise Remedies	31
Determination of Land Value upon Default	31

Landowner Challenge of Assessed Valuation	31
Failure to Comply with Assessment Proceedings	32
Other Taxes and Assessments	32
Limited Secondary Market	32
Inadequacy of 2020 Reserve Account	32
Regulatory and Environmental Risks	33
Economic Conditions	33
Infectious Viruses and/or Diseases	33
Damage to District from Natural Disasters	34
Completion of Northeast Sector Project	34
District May Not be Able to Obtain Permits	34
Interest Rate Risk; No Rate Adjustment for Taxability	35
IRS Examination and Audit Risk	35
Legislative Proposals and State Tax Reform	37
Loss of Exemption from Securities Registration	38
Performance of District Professionals	38
No Credit Enhancement	38
Mortgage Default and FDIC	38
THE DISTRICT	38
General	38
Governance	39
Legal Powers and Authority	40
District Manager	41
Outstanding Debt of the District	41
ASSESSMENT METHODOLOGY	43
THE NORTHEAST SECTOR PROJECT	44
LAKEWOOD RANCH	45
General	46
Existing Development	46
NORTHEAST SECTOR	62
Overview	62
Land Use Plan	62
Development Agreement	63
Permitting	66
Environmental Matters	66
District Infrastructure/Finance Plan	66
District Infrastructure Status	68
Utilities	68
Land Sale/Contract Activity	69
The Assessment Areas	72
Schools	74
Marketing	74
Fees and Assessments	75
Competition	76
TAX MATTERS	76
General	76
Information Reporting and Backup Withholding	77
Other Tax Matters Relating to the 2020 Bonds	78

Tax Treatment of Original Issue Discount	79
Tax Treatment of Bond Premium	80
AGREEMENT BY THE STATE	80
LEGALITY FOR INVESTMENT	81
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	81
CONTINUING DISCLOSURE	81
FINANCIAL STATEMENTS	82
ENFORCEABILITY OF REMEDIES	82
LITIGATION	83
District	83
Landowner	83
SMR	83
NO RATING OR CREDIT ENHANCEMENT	83
UNDERWRITING	83
DISCLOSURE OF MULTIPLE ROLES	84
EXPERTS AND CONSULTANTS	84
CONTINGENT AND OTHER FEES	84
LEGAL MATTERS	84
MUNICIPAL ADVISOR	85
VALIDATION	85
MISCELLANEOUS	85

APPENDICES:

APPENDIX A	Engineer's Report APPENDIX B	Assessment Report
APPENDIX C	Copy of Master Indenture and Form of Supplemental Indenture APPENDIX D	Form of Opinion of Bond Counsel
APPENDIX E	Form of Continuing Disclosure Agreement
APPENDIX F	Audited Financial Statements of the District for the Year Ended September 30, 2019
APPENDIX G	Northeast Sector Parcel Map

SUMMARY STATEMENT

This Summary Statement is part of this Limited Offering Memorandum and is subject in all respects to the more complete information and definitions contained in or incorporated in this Limited Offering Memorandum. This Summary Statement should not be considered to be a complete statement of the facts material to making an investment decision. The offer by the Lakewood Ranch Stewardship District (the "District") of its Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "2020 Bonds") is made only by means of this entire Limited Offering Memorandum. No person is authorized to detach this Summary Statement from this Limited Offering Memorandum or to otherwise use it without this entire Limited Offering Memorandum. Unless otherwise defined, all capitalized terms in this Summary Statement shall be as defined herein, in the Indenture (herein defined) or in the text of this Limited Offering Memorandum.

Bondowners' Risks; Limited Offering

NO APPLICATION HAS BEEN MADE FOR A RATING WITH RESPECT TO THE 2020 BONDS. INVESTMENT IN THE 2020 BONDS POSES CERTAIN RISKS AND THE
2020 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL POTENTIAL INVESTORS. SEE "INTRODUCTION," "SUITABILITY FOR INVESTMENT" AND "BONDOWNERS' RISKS" HEREIN. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE 2020 BONDS.

The District

The District is a local unit of special-purpose government of the State of Florida (the "State") created pursuant to the Lakewood Ranch Stewardship District Act, Chapter 2005- 338, Laws of Florida, as amended (the "Act"). The District consists of approximately 25,605 acres located within both Manatee and Sarasota Counties. For more complete information about the District, see "THE DISTRICT" herein.

The 2020 Bonds

The 2020 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of September 1, 2005 (the "Master Indenture"), between the District and U.S. Bank National Association, as successor to Wachovia Bank, National Association, as  trustee (the "Trustee"), as supplemented by a Thirty-Second Supplemental Trust Indenture dated as of December 1, 2020, between the District and the Trustee (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"). A copy of  the  Master Indenture and the form of Supplemental Indenture is attached hereto as composite APPENDIX C.  The 2020 Bonds will be issued in fully registered form in denominations of
$5,000 or any integral multiple thereof; provided that the 2020 Bonds will be deliverable to the initial purchasers in minimum principal amounts of $100,000 or integral multiples of
$5,000 in excess of $100,000. The 2020 Bonds will bear interest at the fixed rates set forth on the cover page, calculated on the basis of a 360-day year of twelve thirty-day months, payable on each May 1 and November 1 commencing on May 1, 2021. The 2020 Bonds are subject  to  optional,  mandatory  and  extraordinary  mandatory  redemption  prior  to their

stated dates of maturity, as provided herein. See "DESCRIPTION OF THE 2020 BONDS" herein.

Purpose of the 2020 Bonds

The 2020 Bonds are being issued in order to provide funds to (a) construct, acquire, equip and install the Northeast Sector Project – Phase 2C, (b) fund the 2020 Reserve Account in an amount equal to the initial 2020 Reserve Account Requirement, (c) pay costs of issuance of the 2020 Bonds, and (d) capitalize the interest on the 2020 Bonds through May 1, 2021. See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein.

Northeast Sector

The Northeast Sector encompasses approximately 3,853 gross acres and is planned to include residential, commercial and educational uses as more fully described under the heading "NORTHEAST SECTOR." Pursuant to the Assessment Report, as parcels of land in the Northeast Sector are sold by SMR Northeast, LLC, a Florida limited liability company (the "Landowner"), the Series 2020 Assessments will be allocated to the first parcels sold within the 2020 Assessment Area based upon the amount of development entitlements transferred. See "ASSESSMENT METHODOLOGY" herein and APPENDIX  B – Assessment Report attached hereto.

Security for the 2020 Bonds

The principal of and interest on the 2020 Bonds shall be payable solely from, and shall be secured solely by, the revenues derived by the District from the Series 2020 Assessments (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and 2020 Costs of Issuance Account) established by the Supplemental Indenture (the "2020 Pledged Funds"). The 2020 Pledged Revenues and the 2020 Pledged Funds collectively comprise the "2020 Trust Estate."

[End of Summary Statement]

LIMITED OFFERING MEMORANDUM

relating to

$[Bond Amount]*
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C)

INTRODUCTION

The purpose of this Limited Offering Memorandum, including the cover page, summary statement and appendices hereto, is to provide certain information in connection with the issuance and sale by Lakewood Ranch Stewardship District (the "District") of its
$[Bond Amount]* Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "2020 Bonds").

No person has been authorized by the District or the Underwriter (hereinafter defined) to give any information or to make any representations, other than those contained in this Limited Offering Memorandum and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing.

The District is a local unit of special purpose government of the State of Florida (the "State"), created pursuant to the Lakewood Ranch Stewardship District Act, Chapter 2005- 338, Laws of Florida, as amended (the "Act"). Among the purposes for which the District was established are financing the acquisition and construction of and the maintenance and operation of the infrastructure and other public facilities necessary for development of the lands within the District. The Act authorizes the District to issue bonds for purposes, among others, of financing the cost of acquisition and construction of assessable improvements including water management and control, water supply, wastewater management, reclamation and reuse, roadway improvements, landscaping, street lights, parks and other basic infrastructure projects within and, in accordance with the provisions of the Act, without the boundaries of the District. For more complete information about the District, its Board of Supervisors and the District Manager, see "THE DISTRICT" herein.

The boundaries of the District encompass approximately 25,605 acres of land located in Manatee and Sarasota Counties. The portion of the District being developed with certain proceeds of the 2020 Bonds is known as the Northeast Sector (hereinafter defined), an area of approximately 3,853 gross acres located in Manatee County (the "County") in the northeastern portion of the District.

The current sole landowner of the acreage constituting the 2020 Assessment Area (hereinafter defined), an area totaling approximately 1,009 acres, is SMR Northeast, LLC (the "Landowner"), a Florida limited liability company and a wholly owned subsidiary of

Preliminary, Subject to Change.

Schroeder-Manatee Ranch, Inc. ("SMR"), a Delaware corporation or affiliated entities thereof. See "LAKEWOOD RANCH" and "NORTHEAST SECTOR" herein.

The 2020 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of September 1, 2005 (the "Master Indenture"), between the District and U.S. Bank National Association, as successor to Wachovia Bank, National Association, as  trustee (the "Trustee"), as supplemented by a Thirty-Second Supplemental Trust Indenture dated as of December 1, 2020, between the District and the Trustee (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture. The principal of and interest on the 2020 Bonds shall be payable solely from, and shall be secured solely by, the revenues derived by the District from the Series 2020 Assessments (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and 2020 Costs of Issuance Account) established by the Supplemental Indenture (the "2020 Pledged Funds"). The 2020 Pledged Revenues and the 2020 Pledged Funds collectively comprise the "2020 Trust Estate."

NEITHER THE 2020 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE. THE 2020 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2020 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2020 TRUST ESTATE PLEDGED TO THE 2020 BONDS, ALL AS PROVIDED IN THE INDENTURE AND THE 2020 BONDS.

Proceeds of the 2020 Bonds will be used to (a) acquire, construct, install and equip the Northeast Sector Project – Phase 2C (hereinafter defined), (b) fund the 2020 Reserve Account in an amount equal to the initial 2020 Reserve Account Requirement, (c) pay costs of issuance of the 2020 Bonds, and (d) capitalize interest on the 2020 Bonds through May 1, 2021. See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein.

INVESTMENT IN THE 2020 BONDS POSES CERTAIN RISKS AND THE 2020 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL POTENTIAL INVESTORS. SEE "SUITABILITY FOR INVESTMENT" AND "BONDOWNERS' RISKS" HEREIN.

THE 2020 BONDS ARE NOT CREDIT ENHANCED AND ARE NOT RATED. PROSPECTIVE INVESTORS IN THE 2020 BONDS ARE INVITED TO VISIT THE DISTRICT AND TO REQUEST FROM THE DISTRICT DOCUMENTS, INSTRUMENTS AND INFORMATION WHICH MAY NOT NECESSARILY BE REFERRED TO, SUMMARIZED OR DESCRIBED HEREIN. THEREFORE, PROSPECTIVE INVESTORS

SHOULD RELY UPON THE INFORMATION APPEARING IN THIS LIMITED OFFERING MEMORANDUM WITHIN THE CONTEXT OF THE AVAILABILITY OF SUCH ADDITIONAL INFORMATION AND THE SOURCES THEREOF. PROSPECTIVE INVESTORS MAY REQUEST SUCH ADDITIONAL INFORMATION AND ARRANGE TO VISIT THE DISTRICT AS DESCRIBED HEREIN UNDER THE CAPTION "SUITABILITY FOR INVESTMENT."

There follows in this Limited Offering Memorandum a brief description of the District, Lakewood Ranch, the Northeast Sector, the Northeast Sector Project, the 2020 Bonds, the Indenture and certain provisions of the Act and other sections of Florida Statutes. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and statutes, and all references to the 2020 Bonds are qualified by reference to the form thereof and the information with respect thereto contained in the Indenture. A copy of the Master Indenture and the proposed form of the Supplemental Indenture appear in composite APPENDIX C attached hereto.

This Limited Offering Memorandum speaks only as of its date and the information contained herein is subject to change.

SUITABILITY FOR INVESTMENT

While the 2020 Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), MBS Capital Markets, LLC (the "Underwriter") will, as required by Chapter 189, Florida Statutes, offer the 2020 Bonds only to "accredited investors," within the meaning of Chapter 517, Florida Statutes, and the rules promulgated thereunder ("Accredited Investors"). However, the limitation of the initial offering to Accredited Investors does not denote restrictions on transfers in any secondary market for the 2020 Bonds. Prospective investors in the 2020 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the 2020 Bonds and should have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment.

Investment in the 2020 Bonds poses certain economic risks. No dealer, broker, salesman or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum. Additional information will be made available to each prospective investor, including the benefit of a site visit to the District, and the opportunity to ask questions of the District, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the 2020 Bonds. Prospective investors are encouraged to request such additional information, visit the District and ask such questions. Such requests should be directed to:

Brett Sealy
MBS Capital Markets, LLC 152 Lincoln Avenue
Winter Park, Florida 32789 Ph: (407) 808-0685

DESCRIPTION OF THE 2020 BONDS

General

The  2020  Bonds  are  issuable  only  in  fully  registered  form,  in  denominations of
$5,000 or any integral multiple thereof; provided that the 2020 Bonds will be deliverable to the initial purchasers in minimum principal amounts of $100,000 or integral multiples of
$5,000 in excess thereof. The 2020 Bonds will be dated as of the date of delivery thereof, will bear interest at the rates per annum and, subject to the redemption provisions set forth below, will mature on the dates set forth on the cover page of this Limited Offering Memorandum. Each 2020 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication (a) 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 (b) is prior to the first Interest Payment Date for the 2020 Bonds, in which event such 2020 Bond shall bear interest from its date. Interest on the 2020 Bonds will be due and payable on each May 1 and November 1, commencing May 1, 2021, and will be computed on the basis of a 360-day year of twelve 30-day months.

The 2020 Bonds shall be initially issued in the form of a separate single certificated fully registered 2020 Bond for each maturity thereof. Upon initial issuance, the ownership of each such 2020 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), the initial Bond Depository. Except as provided in the Indenture, all of the Outstanding 2020 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC. See "– Book-Entry Only System" below.

Redemption Provisions

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 Sinking Fund 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:

[Remainder of Page Intentionally Left Blank]

$ 	Term Bond maturing May 1, 20 		
May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

* Final maturity

May 1
of the Year	
$ 	Term Bond maturing May 1, 20 	

Amortization		May 1 Installment	of the Year	

Amortization Installment	
	 		
* Final maturity

May 1
of the Year	
$ 	Term Bond maturing May 1, 20 	

Amortization		May 1 Installment	of the Year	

Amortization Installment	
	 		
* Final maturity

May 1
of the Year	
$ 	Term Bond maturing May 1, 20 	

Amortization		May 1 Installment	of the Year	

Amortization Installment	

Final maturity

Upon redemption or purchase of the 2020 Bonds (other than redemption in accordance with scheduled Amortization Installments), the District shall cause to be recalculated and delivered to the Trustee revised Amortization Installments recalculated so that Debt Service on such 2020 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of such 2020 Bonds (the annual principal amounts so determined are hereinafter referred to as the "Aggregate Amortization Installments"). The Amortization Installments as so recalculated shall not result in an increase in Aggregate Amortization Installments in any year.

Extraordinary Mandatory Redemption. The 2020 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part on a pro rata basis as calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of the 2020 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding 2020 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, if and to the extent that any one or more of the following shall have occurred:

on May 1, 2022, from amounts transferred to the 2020 Prepayment Subaccount of the 2020 Redemption Account from the Retainage Subaccount in the 2020 Acquisition and Construction Account as provided in the Supplemental Indenture; or

on or after the Date of Completion of the Northeast Sector Project – Phase 2C, by application of moneys transferred from either Subaccount in the 2020 Acquisition and Construction Account to the 2020 Prepayment Subaccount of the 2020 Redemption Account in accordance with the terms of the Indenture; or

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

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

Except as otherwise provided in the Indenture, if less than all of the 2020 Bonds subject to redemption shall be called for redemption, the particular maturities of such 2020 Bonds or portions of particular maturities of such 2020 Bonds to be redeemed shall be selected by the Bond Registrar on a pro rata basis as determined by the ratio of the Outstanding principal amount of each maturity of the 2020 Bonds divided by the aggregate principal amount of Outstanding 2020 Bonds and as otherwise provided in the Indenture and then by lot within each maturity, as determined by Cede & Co.

Notice and Effect of Redemption

Notice of each redemption of 2020 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior

to the redemption date to each Registered Owner of 2020 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Bond Registrar. Notice of optional redemption may be conditioned upon the occurrence or non- occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice. On the date designated for redemption, notice having been given and money  for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the 2020 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such 2020 Bonds or such portions thereof on such date, interest on such 2020 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2020 Bonds or 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.

Book-Entry Only System

THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM DTC AND NEITHER THE DISTRICT NOR THE UNDERWRITER MAKE ANY REPRESENTATION OR WARRANTY OR TAKE ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

DTC will act as securities depository for the 2020 Bonds. The 2020 Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of each Series of the 2020 Bonds and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides  asset  servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants (the "Direct Participants") deposit with DTC. DTC also facilitates the post- trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities  brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National  Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered

clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has a Standard and Poor's rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of the 2020 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2020 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2020 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2020 Bonds, except in the event that use of the book-entry system for the 2020 Bonds is discontinued.

To facilitate subsequent transfers, all 2020 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2020 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2020 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2020 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping an account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements made among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the 2020 Bonds are  being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such 2020 Bonds, as the case may be, to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the 2020 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the 2020 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized

representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon  DTC's receipt of funds and corresponding detail information from the District or the Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Registrar or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent for the 2020 Bonds. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the 2020 Bonds at any time by giving reasonable notice to the District. Under such circumstances, in the event that a successor securities depository is not obtained, 2020 Bond certificates are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, 2020 Bond certificates will be printed and delivered to DTC.

NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE 2020 BONDS. THE DISTRICT CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE 2020 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM.

[Remainder of Page Intentionally Left Blank]

ESTIMATED SOURCES AND USES OF BOND PROCEEDS

Proceeds from the issuance and delivery of the 2020 Bonds are expected to be applied as follows:

Source of Funds
Par Amount of 2020 Bonds
Less/Plus Original Issue Discount/Premium

Total Sources

Uses of Funds
Deposit to General Subaccount of 2020 Acquisition and Construction Account
Deposit to Retainage Subaccount of 2020 Acquisition and Construction Account
Deposit to 2020 Reserve Account
Deposit to 2020 Capitalized Interest Account(1) Costs of Issuance(2)

Total Uses

(1)	Represents capitalized interest on the 2020 Bonds through May 1, 2021.
(2)	Costs of issuance include, without limitation, underwriter's discount, legal fees and other costs associated with the issuance of the 2020 Bonds.

[Remainder of Page Intentionally Left Blank]

DEBT SERVICE REQUIREMENTS
The following table sets forth the scheduled debt service on the 2020 Bonds: Period Ending
November 1st	Principal	Interest	Total Debt Service

[Remainder of Page Intentionally Left Blank]

SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS

General

The 2020 Bonds are payable from and secured by the revenues derived by the District from the Series 2020 Assessments and amounts in the Funds and Accounts (except for the 2020 Rebate Account and the 2020 Costs of Issuance Account) established by the Indenture. Series 2020 Assessments will be levied and collected on the lands within the District that receive a special benefit from the Northeast Sector Project – Phase 2C, and shall not include Assessments imposed, levied and collected by the District with respect to property within the District not so specially benefited. The Series 2020 Assessments represent an allocation of the costs of the Northeast Sector Project – Phase 2C, including bond financing costs, to such benefited land within the District in accordance with the Assessment Report, attached hereto as composite APPENDIX B.

The Indenture provides that the pledge of the 2020 Trust Estate shall be valid and binding from and after the date of delivery of the 2020 Bonds, and the proceeds of the 2020 Bonds (excluding amounts deposited into the 2020 Costs of Issuance Account) and Series 2020 Assessments, respectively, shall immediately be subject to the lien of the pledge without any physical delivery thereof or further act, and the lien against the 2020 Trust Estate shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the District irrespective of whether such parties have notice thereof.
NEITHER THE 2020 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE. THE 2020 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2020 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2020 TRUST ESTATE PLEDGED TO THE 2020 BONDS, ALL AS PROVIDED IN THE INDENTURE AND THE 2020 BONDS.

Enforcement and Collection of Series 2020 Assessments

The primary source of payment for the 2020 Bonds are the revenues derived by the Series 2020 Assessments imposed on each landowner within the District which are specially benefited by the Northeast Sector Project – Phase 2C. To the extent that landowners fail to pay such Series 2020 Assessments, delay payments, or are unable to pay such Series 2020 Assessments, the successful pursuit of collection procedures available to the District is essential to continued payment of principal of and interest on the 2020

Bonds. The Act provides for various methods of collection of delinquent taxes by reference to other provisions of the Florida Statutes. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein for a summary of special assessment payment and collection procedures appearing in the Florida Statutes.

Non-ad valorem assessments are not based on millage and can become a lien against the homestead as permitted in Section 4, Article X of the Florida State Constitution. Series 2020 Assessments also consist of amounts received from any foreclosure or other court proceeding for the enforcement of collection of the Series 2020 Assessments or from the issuance and sale of tax certificates with respect to such Series 2020 Assessments, less the fees and costs of collection thereof payable to the Manatee County Tax Collector (the "Tax Collector") or other collection agent and less certain administrative costs payable to the Manatee County Property Appraiser (the "Property Appraiser"). The Indenture provides that the District shall not be required to collect Series 2020 Assessments using the uniform method of collection provided for in Sections 197.3631, 197.3632, and 197.3635, Florida Statutes, as amended (the "Uniform Method") until such time as the property subject to such Series 2020 Assessments 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 Method when the property is owned by a government or includes structures owned by a government. Pursuant to the Indenture, all Series 2020 Assessments that are collected directly by the District and not via the Uniform Method shall be due and payable by the landowner no later than thirty (30) days prior to each Interest Payment Date. Pursuant to the Indenture, upon the occurrence of an Event  of Default, the collection of Series 2020 Assessments shall be in the manner directed by the Majority Owners. See also "COLLECTION OF SERIES 2020 ASSESSMENTS" herein.
Pursuant to the Indenture, if the owner of any lot or parcel of land shall be delinquent in the payment of any Series 2020 Assessment, then such Series 2020 Assessment shall be enforced in accordance with Section 6 of the Act or collected pursuant to the provisions of Chapters 170 and 197, Florida Statutes, including but not limited to the sale of tax certificates and tax deeds as regards such Delinquent Assessment. If the provisions of Chapter 197, Florida Statutes, are inapplicable, then upon the delinquency of any Series 2020 Assessment, the District either on its own behalf, or through the actions of the Trustee, may, but is not obligated to, declare the entire unpaid balance of such Series 2020 Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, Florida Statutes, Section 6 of the Act and Chapter 170.10, Florida Statutes, or otherwise as provided by law.
The District covenants and agrees in the Supplemental Indenture 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.
Pursuant to the Supplemental Indenture, if any property shall be offered for sale for the nonpayment of any Series 2020 Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2020 Assessments

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 the District pursuant to this paragraph from any moneys legally available for such purpose held under the Indenture.
THERE CAN BE NO ASSURANCE THAT ANY SALE, PARTICULARLY A BULK SALE, OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH DELINQUENT ASSESSMENTS PLUS OTHER DELINQUENT TAXES AND ASSESSMENTS APPLICABLE THERETO.

Re-Assessment

Pursuant to the Master Indenture, if any Series 2020 Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or the District shall be satisfied that any such Series 2020 Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Series 2020 Assessment when it might have done so, the District has covenanted to either (a) take all necessary steps to cause a new Series 2020 Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement, or (b) in its sole discretion, make up the amount of such Series 2020 Assessment from legally available moneys, which moneys shall be deposited into the 2020 Revenue Account. In case any such subsequent Series 2020 Assessment shall also be annulled, the District shall obtain and make other Series 2020 Assessments until a valid Series 2020 Assessment shall be made.

Landowner Prepayment Waiver

Pursuant to the terms of the Act and the Assessment Proceedings, the owner of property subject to Series 2020 Assessments may pay the entire balance of the Series 2020 Assessments used to finance the improvements remaining due within thirty (30) days after the improvements have been completed and the Board has adopted a resolution accepting the improvements, without interest. The Landowner will waive this right in writing prior  to closing which waiver will run with the land.

Provisions Relating to Bankruptcy or Insolvency of Landowner

The Supplemental Indenture contains the following provisions which, pursuant to the terms of the Supplemental Indenture, shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to at least three percent (3%) of the then Outstanding Series 2020 Assessments (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). For as long as any 2020 Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Trustee, the 2020 Bonds or the Series 2020 Assessments, the District shall be obligated to act in accordance with direction from the Trustee with regard to all matters directly or indirectly affecting the 2020 Bonds or for as long as any 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:
the District agrees that it shall follow the direction of the Trustee in making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Series 2020 Assessments, the 2020 Bonds or any rights of the Trustee under the Indenture; (b) the District agrees that it shall not make any election, give any consent, commence any action or file 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 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 to (i) file a proof of claim with respect to the Series 2020 Assessments, (ii) deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) defend any objection filed to said proof of claim.

Notwithstanding the provisions of the immediately preceding paragraphs, the Supplemental Indenture does not preclude the District from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance assessments, and the District shall be free to pursue such a claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the District in pursuance of its claim for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or directions with respect to the Series 2020 Assessments whether such claim is pursued by the District or the Trustee; provided, however, that the District shall not oppose any relief sought by the Trustee under the authority granted to the Trustee in clause (c) of the paragraph above.

No Parity Bonds; Limitation on Additional Bonds

The District covenants and agrees in the Supplemental Indenture that, 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 in the Supplemental Indenture that, so long as the 2020 Bonds are Outstanding, it will not impose debt service Assessments for capital projects on any lands then subject to the Series 2020 Assessments without the written consent of the Majority Owners; provided, however, that such consent shall not be required if (a) such Assessments do not exceed the Maximum Assessment Levels (as listed in "NORTHEAST SECTOR – Fees and Assessments – District Special Assessments" herein) or (b) the Series 2020 Assessments have been  Substantially Absorbed. Notwithstanding the foregoing, nothing in the Supplemental Indenture 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. "Substantially Absorbed" is defined in the Supplemental Indenture to 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.

WHILE NO FUTURE ADDITIONAL BONDS WILL BE PAYABLE FROM OR SECURED BY THE SERIES 2020 ASSESSMENTS PLEDGED AS SECURITY FOR THE 2020 BONDS, THE DISTRICT, THE COUNTY, THE SCHOOL BOARD OF MANATEE COUNTY, FLORIDA, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF MAY IN THE FUTURE IMPOSE, LEVY AND COLLECT ASSESSMENTS AND TAXES THE

LIENS OF WHICH WILL BE CO-EQUAL WITH THE LIEN OF ASSESSMENTS WHICH INCLUDES THE SERIES 2020 ASSESSMENTS SECURING THE 2020 BONDS. See "–
Enforcement and Collection of Series 2020 Assessments" above.

Events of Default and Remedies

Events of Default. The Indenture provides that each of the following shall be an Event of Default under the Indenture with respect to the 2020 Bonds:

any payment of Debt Service on the 2020 Bonds is not made when due;

the District shall for any reason be rendered incapable of fulfilling its obligations under the Indenture;

the District admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the Northeast Sector Project;

the District is adjudged insolvent by a court of competent jurisdiction, or is adjudged a bankrupt on a petition in bankruptcy filed against the District, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the District, a receiver or trustee of the District or of the whole or any part of its property and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof;

the District shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;

under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District's assets or any part thereof, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control;

the District shall default in the due and punctual performance of any of the covenants, conditions, agreements and provisions contained in the 2020 Bonds or in the Indenture on the part of the District to be performed (other than a default in the payment of Debt Service on the 2020 Bonds when due, which is an Event of Default under subsection
above) and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the District by the Trustee or, if the Trustee is unwilling or unable to act, by Owners of not less than ten per centum (10%) in aggregate principal amount of the 2020 Bonds then Outstanding;

more than twenty percent (20%) of the operation 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; and

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

Remedies. Pursuant to the Supplemental Indenture, the District covenants and agrees that it will 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 in the Supplemental Indenture that (a) 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 (b) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings.

Agreement for Assignment of Development Rights

Contemporaneously with the issuance of the 2020 Bonds, the Landowner and the District will enter into a Collateral Assignment and Assumption of Development and Contract Rights (the "Assignment Agreement"). The Assignment Agreement provides, among other things, that in the event the Landowner defaults in the payment of Series 2020 Assessments levied on lands owned by the Landowner, the District may exercise its remedial rights thereunder. Pursuant to the Assignment Agreement, the Landowner agrees, subject to the provisions of the Assignment Agreement, to collaterally assign to the District all of its development rights and contract rights relating to lands benefited by the Northeast Sector Project – Phase 2C (the "Development and Contract Rights") as security for the Landowner's payment and performance and discharge of its obligation to pay the Series 2020 Assessments levied against the lands within the Northeast Sector. Such Development and Contract Rights specifically exclude any such portion of the Development and Contract Rights which relate solely to any property which has been conveyed to a landowner resulting from the sale of land in the ordinary course of business, the County, the District, any applicable homeowner's association or other governing entity or association as may be required by applicable permits, approvals, plats, entitlements or regulations affecting the Northeast Sector, if any.

Completion Agreement

The District and the Landowner have previously entered into an agreement (the "Completion Agreement") pursuant to which the Landowner agreed to provide funds to complete the Northeast Sector Project to the extent that proceeds of the 2020 Bonds and any other debt of the District issued for the purpose of funding the Northeast Sector Project are insufficient therefor. Remedies for a default under the Completion Agreement include damages and/or specific performance.

True-Up Agreement

In connection with the issuance of the 2020 Bonds, the District and Landowner will enter into an agreement pursuant to which the Landowner agrees to timely pay all Series 2020 Assessments on lands owned by the Landowner within the 2020 Assessment Area and to pay when requested by the District any amount of Series 2020 Assessments allocated to unplatted acres in excess of the allocation in place at the time of issuance of the 2020 Bonds.

COLLECTION OF SERIES 2020 ASSESSMENTS

As stated above, the Indenture provides that the District shall not be required to collect Series 2020 Assessments using the Uniform Method until such time as the property subject to such Series 2020 Assessments is platted and a distinct ad valorem property tax identification number has been assigned by the Property Appraiser thereto. The Indenture further provides that upon the occurrence of an Event of Default, the Series 2020 Assessments shall be collected in the manner directed by the Majority Owners.

The Indenture further provides that in addition, and not in limitation of, the covenants contained elsewhere in the Indenture, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series  2020 Assessments, as described in APPENDIX B – Assessment Report attached hereto, and to levy the Series 2020 Assessments and any required true-up payments set forth in the Assessment Report, in such manner as will generate funds sufficient to pay the principal of and interest on the 2020 Bonds, when due.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

General

The primary source of payment for the 2020 Bonds is the collection of Series 2020 Assessments (referred to herein as "Special Assessments") imposed on certain lands in the District specially benefited by the Northeast Sector Project – Phase 2C pursuant to the Assessment Proceedings. See "ASSESSMENT METHODOLOGY" herein and APPENDIX  B – Assessment Report attached hereto.

The imposition, levy, and collection of Special Assessments must be done in compliance with the provisions of State law. Failure by the District, the Tax Collector  or the Property Appraiser to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Special Assessments during any year. Such delays in the collection of Special Assessments, or complete inability to collect any Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of Debt Service on the 2020 Bonds. See "BONDOWNERS' RISKS" herein. To the extent that landowners fail to pay the Special Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to continued payment of principal of and interest on the 2020 Bonds.

For the Special Assessments to be valid, the Special Assessments must meet two requirements: (a) the benefit from the Northeast Sector Project – Phase 2C to the lands subject to the Special Assessments must exceed or equal the amount of the Special Assessments; and (b) the Special Assessments must be fairly and reasonably allocated across all such benefitted properties. The Assessment Consultant (hereinafter defined) will certify that these requirements have been met with respect to the Special Assessments.

Pursuant to the Act and the Assessment Proceedings, the District may collect the Special Assessments through a variety of methods. See "BONDOWNERS' RISKS" herein. Initially, and for undeveloped properties owned by the Landowner and subsequent landowners, the District will directly issue annual bills to landowners requiring payment of the Special Assessments and will enforce such bill through foreclosure proceedings. As lands are developed, the Special Assessments will be added to the County tax roll and collected pursuant to the Uniform Method. See "ASSESSMENT METHODOLOGY" herein and APPENDIX B – Assessment Report attached hereto. The following is a description of certain statutory provisions relating to each of these collection methods.  Such description  is not intended to be exhaustive and is qualified in its entirety by reference to  such statutes.

Direct Billing & Foreclosure Procedure

As noted above, and pursuant to Chapter 170, Florida Statutes, and the Act, the District may directly levy, collect and enforce the Special Assessments. In this context, Section 170.10, Florida Statutes, provides that upon the failure of any property owner to timely pay all or any part of the annual installment of principal and/or interest of a special assessment due, including the Special Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the special assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under Chapter 173, Florida Statutes, which relates to foreclosure of municipal tax and special assessment liens. Such proceedings are in rem, meaning that the action would be brought against the land, and not against the landowner. In light of the  one year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes.

Enforcement of the obligation to pay Special Assessments and the ability to foreclose the lien of such Special Assessments upon the failure to pay such Special Assessments may not be readily available or may be limited because enforcement is dependent upon judicial action which is often subject to discretion and delay. Additionally, there is no guarantee that there will be demand for any foreclosed lands sufficient to repay the Special Assessments. See "BONDOWNERS' RISKS" herein.

Uniform Method Procedure

Subject to certain conditions, and for developed lands (as described above), the District may alternatively elect to collect the Special Assessments using the Uniform

Method. The Uniform Method of collection is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Special Assessments to be levied and then collected in this manner.

If the Uniform Method of collection is used, the Special Assessments will be collected together with County, school, special district, and other ad valorem taxes and non-ad valorem assessments (together, "Taxes and Assessments"), all of which will appear on the tax bill (also referred to as a "tax notice") issued to each landowner in the District. The statutes relating to enforcement of Taxes and Assessments provide that such Taxes and Assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such Taxes and Assessments, including the Special Assessments, are to be billed together and landowners in the District are required to pay all Taxes and Assessments without preference in payment of any particular increment of the tax bill, such as the increment owing for the Special Assessments.

All Taxes and Assessments are payable at one time, except for partial payment schedules as may be provided by Florida law such as Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Therefore, in the event the Special Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item would cause the Special Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of Debt Service on the 2020 Bonds.

Under the Uniform Method, if the Special Assessments are paid during November when due or during the following three (3) months, the taxpayer is granted a variable discount equal to four percent (4%) in November and decreasing one percentage point per month to one percent (1%) in February. All unpaid Taxes and Assessments become delinquent on April 1 of the year following assessment.

The Tax Collector is required to collect the Taxes and Assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such Taxes and Assessments through the sale of "tax certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. Neither the District nor the Underwriter can give any assurance to  the holders of the 2020 Bonds that (a) the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Special Assessments, (b) future landowners and taxpayers in the District will pay such Special Assessments, (c) a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (d) the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Special Assessments and all other liens that are coequal therewith.

Collection of delinquent Special Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the District for payment of the Special Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus all applicable interest, costs and charges. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing, and any applicable interest, costs and charges, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than eighteen percent (18%)).

If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest, which is currently eighteen percent (18%). The Tax Collector does not collect any money if tax certificates are issued, or "struck off," to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face amount thereof plus interest at the rate of not more than eighteen percent (18%) per annum, costs and charges. Proceeds from the  sale of tax certificates are required to be used to pay Taxes and Assessments (including the Special Assessments), interest, costs and charges on the real property described in the certificate.

Any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued (unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees), at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless  of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of five percent (5%), unless the rate borne by the certificates is zero percent (0%). The proceeds of such redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County  is affected by purchase of such certificates from the County, as described above.

Any holder, other than the County, of a tax certificate that has not been redeemed has seven (7) years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate.  After an initial period ending two
(2) years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven (7) years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due (as well as any costs of resale, if applicable). If the County holds a tax certificate on property valued at $5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two (2) years after April 1 of the year of issuance of the certificate or as soon thereafter as is reasonable. The County pays costs and fees to the Tax Collector but not any amount to redeem any other

outstanding certificates covering the land. Thereafter, the property is advertised for public sale.

In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and all other costs to the applicant for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non-homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. The holder is also responsible for payment of any amounts included in the bid not already paid, including but not limited to, documentary stamp tax, recording fees, and, if property is homestead property, the moneys to cover the one-half value of the homestead. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, together with all subsequent unpaid taxes plus the costs and expenses of the application for deed, with interest on the total of such sums, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear. If the property is purchased for an amount in excess of the statutory bid of the certificate holder, but such excess is not sufficient to pay all governmental liens of record, the excess shall be paid to each governmental unit pro rata.

Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished.

If there are no bidders at the public sale, the clerk shall enter the land on a list entitled "lands available for taxes" and shall immediately notify the County Commission that the property is available. At any time within ninety (90) days from the date the property is placed on the list, the County may purchase the land for the opening bid or may waive its rights to purchase the property. Thereafter, and without further notice or advertising, any person, the County or any other governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three (3) years from the date the property was offered for sale, unsold lands escheat to the County in which they are located, free and clear, and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County.

There can be no guarantee that the Uniform Method will result in the payment of Special Assessments. For example, the demand for tax certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within the District may affect the demand for certificates and the successful collection of the Special Assessments, which are the primary source of payment of the 2020 Bonds. Additionally, legal proceedings under federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates. See "BONDOWNERS' RISKS" herein.

FUNDS AND ACCOUNTS

General

Pursuant to the Supplemental Indenture, the following Funds and Accounts will be held by the Trustee: (a) within the Acquisition and Construction Fund, (i) a 2020 Acquisition and Construction Account and therein a General Subaccount and a Retainage Subaccount, and (ii) a 2020 Costs of Issuance Account; (b) within the Debt Service Fund, (i) 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;
(c) within the Reserve Fund, a 2020 Reserve Account, which 2020 Reserve 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; (d) within the Revenue Fund, a 2020 Revenue Account; and (e) within the Rebate Fund, a 2020 Rebate Account.

Acquisition and Construction Fund

2020 Acquisition and Construction Account. Amounts on deposit in the General Subaccount of the 2020 Acquisition and Construction Account shall be applied to pay the Costs of the Northeast Sector Project – Phase 2C upon compliance with the requirements of the requisition provisions set forth in the Master Indenture and/or as otherwise provided in the Supplemental Indenture.

Amounts on deposit in the Retainage Subaccount of the 2020 Acquisition and Construction Account shall be retained therein and shall not be available to pay Costs of the Northeast Sector Project – Phase 2C, unless and until the District shall have delivered to the Trustee a certificate from an Authorized Officer of the District, on which the Trustee may conclusively rely, stating that (a) the Landowner has received the required modifications to the zoning ordinance as described and contemplated herein (see "NORTHEAST SECTOR – The Assessment Areas – 2020 Assessment Area"), and (b) the certificate is the one required under this section upon which the Trustee may conclusively rely. Such certificate shall also set forth the amount to be transferred from the Retainage Subaccount of the 2020 Acquisition and Construction Account into the General Subaccount of the 2020 Acquisition and Construction Account. Any amount remaining in the Retainage Subaccount of the 2020 Acquisition and Construction Account on March 15, 2022, 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 on May

1, 2022, in the manner prescribed in the Supplemental Indenture. Subsequent to such transfer, the Retainage Subaccount of the 2020 Acquisition and Construction Account shall be closed.

Any balance remaining in either Subaccount of the 2020 Acquisition and Construction Account after the Date of Completion of the Northeast Sector Project – Phase 2C and after retaining the amount, if any, of all remaining unpaid Costs of the Northeast Sector Project – Phase 2C 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 Supplemental Indenture. At such time as there are no amounts on deposit in the 2020 Acquisition and Construction Account, including all Subaccounts therein, such Account and Subaccounts shall be closed.

Upon the occurrence of an Event of Default, moneys in the 2020 Acquisition and Construction Account, the Subaccounts therein and the 2020 Trust Estate may be used to pay the fees and the expenses and costs of litigation and other remedies of the Trustee incurred to pursue remedies under the Indenture.

2020 Costs of Issuance Account. Amounts deposited in the 2020 Costs of Issuance Account shall, at the written direction of an Authorized Officer of the District, be used to pay the costs of issuance relating to the 2020 Bonds. After February 1, 2021, any amounts on deposit therein for which there is not pending with the Trustee a requisition, shall be transferred to the 2020 Reserve Account if there is any deficiency therein and the remainder to the General Subaccount of the 2020 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred to the 2020 Revenue Account and the 2020 Costs of Issuance Account shall be closed.

2020 Reserve Account

The 2020 Reserve Account will, at the time of delivery of the 2020 Bonds, be funded from a portion of the proceeds of the 2020 Bonds in an amount equal to the 2020 Reserve Account Requirement for the 2020 Bonds. Pursuant to the Supplemental Indenture, the 2020 Reserve Account Requirement is, as of any date of calculation, fifty percent (50%) of the Maximum Annual Debt Service Requirement for the 2020 Bonds, initially $ 	. See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein. Amounts on
deposit in the 2020 Reserve Account, except as otherwise provided in the Supplemental Indenture, shall be used only for the purpose of making payments into the 2020 Interest Account and the 2020 Sinking Fund Account to pay the 2020 Bonds, without distinction as to 2020 Bonds and without privilege or priority of one 2020 Bond over another, when due when the moneys on deposit in such Accounts and available therefor are insufficient.

The Trustee, on or before the forty-fifth (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 the 2020 Reserve Account. The District shall immediately pay the amount of any deficiency to the Trustee,

for deposit into the 2020 Reserve Account, from the first legally available sources of the District. Any excess monies in the 2020 Reserve Account (except excess from investment earnings) shall be deposited in the General Subaccount of the 2020 Acquisition and Construction Account until the Date of Completion of the Northeast Sector Project – Phase 2C and on and after the Date of Completion of the Northeast Sector Project – Phase 2C shall be deposited in the 2020 Prepayment Subaccount.

All earnings on investments in the 2020 Reserve Account, provided no deficiency exists in the 2020 Reserve Account, shall, until the Date of Completion, be deposited to the General Subaccount of the 2020 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 the 2020 Reserve Account shall remain in the 2020 Reserve Account. The 2020 Reserve 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 General Subaccount of the 2020 Acquisition and Construction Account to be used to pay Costs of the Northeast Sector Project – Phase 2C,
after the Date of Completion, transferred to the 2020 Prepayment Subaccount and used to redeem 2020 Bonds, or (c) upon receipt of an opinion of Bond Counsel, transferred to the District to be used for any lawful purpose of the District.

Application of Prepayment Principal

All Prepayment Principal shall upon receipt by the Trustee be deposited to the 2020 Prepayment Subaccount of the 2020 Redemption Account. At the time the District deposits Prepayment Principal with the Trustee it shall notify the Trustee in writing as to the amount of Prepayment Principal. Amounts on deposit in the 2020 Prepayment Subaccount shall be applied to the redemption of the 2020 Bonds in the manner provided in the Indenture.

Tax Covenants and Rebate Account

Pursuant to the Supplemental Indenture, 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.

2020 Revenue Account

The Trustee shall, except as provided below or otherwise provided in the Supplemental Indenture, deposit the 2020 Pledged Revenues to the 2020 Revenue Account and any other amounts or payments specifically designated by the District pursuant to a written direction for said purpose. The 2020 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. Amounts on deposit in the 2020 Revenue Account, 2020 Interest Account, 2020 Capitalized Interest Account, 2020 Sinking Fund Account, 2020 Redemption Account, 2020 Reserve Account, and each Account and Subaccount therein shall be used as provided in the Master Indenture except as otherwise provided in the Supplemental Indenture.

Immediately 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 under the Supplemental Indenture as follows: (a) Assessment Interest, which shall be deposited into the 2020 Interest Account; (b) Assessment Principal, which shall be deposited into the 2020 Sinking Fund Account; (c) Prepayment Principal, which shall be deposited into the 2020 Prepayment Subaccount of the 2020 Redemption Account; (d) 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; (e) 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 (f) 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 in the following paragraphs, 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 the Indenture. 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 Indenture:

FIRST, to the 2020 Interest Account, 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 General Subaccount of the 2020  Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred, to the 2020 Revenue Account;

SECOND, on each May 1, commencing May 1, 20 , to the 2020 Sinking Fund Account, an amount equal to the Amortization Installments or principal of 2020 Bonds due on such May 1, less any amounts already on deposit in such Account not previously credited;

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

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

On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction, and the Trustee shall, transfer from the 2020 Revenue Account  to the 2020 Rebate Account established for the 2020 Bonds in the Rebate Fund in accordance with the Master Indenture and the Tax Regulatory Covenants, the amount due and owing to the United States, which amount shall be paid, to the United States, when due, in accordance with such Tax Regulatory Covenants. To the extent insufficient moneys are on deposit in the 2020 Revenue Account to make the transfer provided for in the immediately preceding sentence the District shall deposit with the Trustee from available moneys of the District the amount of any such insufficiency.

On or after each November 2, beginning November 2, 2021 the balance on deposit in the 2020 Revenue Account on such November 2 shall (a) before the Date of Completion, be transferred into the General Subaccount of the 2020 Acquisition and Construction Account, and (b) on and after the Date of Completion, shall be paid over to the District at the written direction of an Authorized Officer and used for any lawful purpose of the District; provided, however, that on the date of such proposed transfer the amount on deposit in the 2020

Reserve Account shall be equal to the 2020 Reserve Account Requirement, and, provided further, that the Trustee shall not have actual knowledge of an Event of Default under the Indenture relating to the 2020 Bonds, including payment of Trustee's fees and expenses then due.

Anything in the Indenture to the contrary notwithstanding, earnings on investments in all of the Funds and Accounts held as security for the 2020 Bonds shall be invested only in 2020 Investment Obligations, and further, earnings on investments in the 2020 Acquisition and Construction Account, 2020 Costs of Issuance Account, 2020 Capitalized Interest Account and 2020 Revenue Account and any Subaccounts within said Accounts shall be retained as realized, in such Accounts or Subaccounts and used for the purpose of such Accounts or Subaccounts. Earnings on investments in the 2020 Sinking Fund  Account, 2020 Interest Account and the 2020 Redemption Account including any Subaccounts therein shall be deposited, as realized, to the credit of the 2020 Revenue Account and used for the purpose of such Account. Earnings on investments in the 2020 Reserve Account shall be applied as provided under "– 2020 Reserve Account" above.

BONDOWNERS' RISKS

There are certain risks inherent in an investment in bonds secured by special assessments issued by a public authority or governmental body in the State. Certain of these risks are described in the section above entitled "ENFORCEMENT OF ASSESSMENT COLLECTIONS." However, certain additional risks are associated with  the 2020 Bonds offered hereby. This section does not purport to summarize all risks that may be associated with purchasing or owning the 2020 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum including all appendices hereto in its entirety to identify investment considerations relating to the 2020 Bonds.

Limited Pledge

The principal security for the payment of Debt Service on the 2020 Bonds is the timely collection of the Series 2020 Assessments. The Series 2020 Assessments do not constitute a personal indebtedness of the owners of the land subject thereto but are secured by a lien on such land. There is no assurance that the Landowner or any subsequent landowner will be able to pay the Series 2020 Assessments or that they will pay such Series 2020 Assessments even though financially able to do so. Neither the Landowner nor any subsequent landowner is a guarantor of payment of any Series 2020 Assessment and the recourse for the failure of the Landowner or any subsequent landowner to pay the Series 2020 Assessments is limited to the collection proceedings against the land. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. The District has not granted, and may not grant under State law, a mortgage or security interest in the Northeast Sector Project – Phase 2C. Furthermore, the District has not pledged the revenues, if any, from the operation of the Northeast Sector Project – Phase 2C as security for, or a source of payment of, the 2020 Bonds. The 2020 Bonds are payable solely from,  and secured solely by, the Series 2020 Assessments. The failure of the Landowner or any subsequent landowner to pay the required Series 2020 Assessment on its property will not result in an increase in the amount of Series 2020 Assessments other landowners are or would be required to pay.

Concentration of Land Ownership and Bankruptcy Risks

Until further development takes place in the Northeast Sector, payment of the Series 2020 Assessments is substantially dependent upon their timely payment by the Landowner. In the event of the institution of bankruptcy or similar proceedings with respect to the Landowner or any other subsequent significant owner of property subject to the Series 2020 Assessments, delays and impairment could occur in the payment of Debt Service on the 2020 Bonds as such bankruptcy could negatively impact the ability of (a) the Landowner or any other landowner being able to pay the Series 2020 Assessments, (b) the County to sell tax certificates in relation to such property with respect to the Series 2020 Assessments being collected pursuant to the Uniform Method, and (c) the District's ability to enforce collection with respect to the Series 2020 Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the 2020 Bonds, the Trustee and the District upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including during a bankruptcy of the Landowner or any other landowner, the remedies specified by federal, State and local law and in the Indenture and the 2020 Bonds, including, without limitation, enforcement of the obligation to pay Series 2020 Assessments and the ability of the District to foreclose the lien of the Series 2020 Assessments, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2020 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available respecting the 2020 Bonds could have a material adverse impact on the interest of the Owners thereof.

Delay and Discretion Regarding Remedies

Beyond legal delays that could result from bankruptcy, the ability of the County to sell tax certificates in regard to delinquent Series 2020 Assessments collected pursuant to the Uniform Method will be dependent upon various factors, including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder after two (2) years. Similarly, the ability of the District to enforce collection of delinquent Series 2020 Assessments collected directly by the District will be dependent upon various factors, including the delay inherent in any judicial proceeding to enforce the lien of the Series 2020 Assessments and the value of the land which is the subject of such proceedings and which may be subject to sale. If the District should commence a  foreclosure action against a landowner for nonpayment of Series 2020 Assessments which are not being collected pursuant to the Uniform Method and that are delinquent, such landowners may raise affirmative defenses to such foreclosure action, which although such affirmative defenses would likely be proven to be without merit, could result in delays in completing the foreclosure action.

Limitation on Funds Available to Exercise Remedies

In the event of a default by a landowner in payment of Series 2020 Assessments that are not collected pursuant to the Uniform Method, the District is required under the Indenture to fund the costs of foreclosure of such delinquent Series 2020 Assessments. It is possible that the District will not have sufficient funds and will be compelled to request the Owners of the 2020 Bonds to allow funds on deposit under the Indenture to be used to pay such costs. Under the Internal Revenue Code of 1986, as amended (the "Code"), there are limitations on the amount of 2020 Bond proceeds that can be used for such purpose. As a result, there may be insufficient funds for the exercise of remedies.

Determination of Land Value upon Default

The assessment of the benefits to be received by the benefited land within the District as a result of implementation and development of the Northeast Sector Project – Phase 2C is not indicative of the realizable or market value of the land, which value may actually be higher or lower than the assessment of benefits.  In other words, the value of  the land could potentially be ultimately less than the debt secured by the Series 2020 Assessments associated with it. To the extent that the realizable or market value of the land benefited by the Northeast Sector Project – Phase 2C is lower than the assessment of benefits, the ability of the Tax Collector to sell tax certificates relating to such land, or the District to realize sufficient value from a foreclosure action, may be adversely affected.  Such adverse effect could render the District unable to collect delinquent Series 2020 Assessments, if any, and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of Debt Service on the 2020 Bonds.

Landowner Challenge of Assessed Valuation

Florida law provides a procedure whereby a taxpayer may contest a "tax assessment." It is unclear whether this procedure applies to non-ad valorem assessments such as the Series 2020 Assessments and there are judicial decisions that support both views. Under the procedure, a taxpayer may bring suit to contest a "tax assessment" if the taxpayer pays the amount of "tax" that the taxpayer admits to owing. Upon the making of such payment, all procedures for the collection of the unpaid taxes are suspended until the suit is resolved. If it is determined that the procedure applies to non-ad valorem assessments such as the Series 2020 Assessments, it is possible that such a challenge could result in collection procedures for delinquent Series 2020 Assessments being held in abeyance until the challenge is resolved. This would result in a delay in the collection of  the Series 2020 Assessments which could have a material adverse effect upon the ability of the District to make full or punctual payment of Debt Service on the 2020 Bonds. If the Series 2020 Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold while the challenge is pending with respect to the Series 2020 Assessments even if the landowner is not contesting the amount of such assessments.

Failure to Comply with Assessment Proceedings

The District is required to comply with statutory procedures in levying the Series 2020 Assessments. Failure of the District to follow these procedures could result in the Series 2020 Assessments not being levied or potential future challenges to such levy.

Other Taxes and Assessments

The willingness and/or ability of a landowner within the District to pay the Series 2020 Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of the District, such as the County, the Manatee County School District and other special districts could, without the consent of the owners of the land within the District, impose additional taxes or assessments on the property within the District. County, municipal, school and special district taxes and assessments, including the Series 2020 Assessments, and any additional voter-approved ad valorem taxes, are payable at the same time when collected pursuant to the Uniform Method. If a taxpayer does not make complete payment, such taxpayer cannot designate specific line items on the tax bill as deemed paid in full. In such case, the Tax Collector does not accept partial payment. Therefore, any failure by a  landowner to pay  any one line item, whether or not it is the Series 2020 Assessments, would result in such landowner's Series 2020 Assessments to not be collected, which could have a significant adverse impact on the District's ability to make full or punctual payment of Debt Service on the 2020 Bonds.

As referenced herein, the Series 2020 Assessments are levied on lands within the District that are also subject to O&M Assessments. In addition, lands within the District will also be subject to assessments by a homeowners' association. See "NORTHEAST SECTOR – Fees and Assessments" herein.

Limited Secondary Market

The 2020 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the 2020 Bonds in the event an Owner thereof determines to solicit purchasers of the 2020 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the 2020 Bonds may be sold. Such price may be lower than that paid by the current Owner of the 2020 Bonds, depending on the progress of the Northeast Sector, existing market conditions and other factors.

Inadequacy of 2020 Reserve Account

Some of the risk factors described herein, if materialized, could result in a delay in the collection of the Series 2020 Assessments or a failure to collect the Series 2020 Assessments, but may not affect the timely payment of Debt Service on the 2020 Bonds because of the 2020 Reserve Account established by the District for the 2020 Bonds. However, the ability of the District to fund deficiencies caused by delinquent or delayed Series 2020 Assessments is dependent upon the amount, duration and frequency of such deficiencies or delays. If the District has difficulty in collecting the Series 2020 Assessments, the 2020 Reserve Account could be rapidly depleted and the ability of the District to pay Debt Service on the 2020 Bonds could be materially adversely affected.

Owners should note that although the Indenture contains the 2020 Reserve Account Requirement for the 2020 Reserve Account, and a corresponding obligation on the part of the District to replenish such 2020 Reserve Account to the 2020 Reserve Account Requirement, the District does not have a designated revenue source for replenishing the 2020 Reserve Account. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2020 Assessments in order to provide for the replenishment of the 2020 Reserve Account.

Moneys on deposit in the 2020 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys available in the 2020 Reserve Account to make up deficiencies or delays in collection of Series 2020 Assessments.

Regulatory and Environmental Risks

The Northeast Sector Project is subject to comprehensive federal, State and local regulations and future changes to such regulations. Approval is required from various public agencies in connection with, among other things, the design, nature and extent of planned improvements, both public and private, and construction of the infrastructure in accordance with applicable zoning, land use and environmental regulations. Although all such approvals required to date have been received and any further approvals are anticipated to be received as needed, failure to obtain any such approvals in a timely manner could delay or adversely affect the completion of the Northeast Sector Project.

The value of the land within the District, the ability to complete the Northeast Sector Project, and the likelihood of timely payment of Debt Service on the 2020 Bonds could be affected by environmental factors with respect to the lands in the District, such as contamination by hazardous materials. No assurance can be given that unknown  hazardous materials, protected animals or vegetative species, etc., do not currently exist or may not develop in the future whether originating within the District or from surrounding property, and what effect such may have on the development of the lands within the District. The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District. See "NORTHEAST SECTOR – Environmental Matters" herein.

Economic Conditions

The proposed Northeast Sector Project may be affected by changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Landowner or the District. Although the Northeast Sector Project is anticipated to be developed as described herein, there can be no assurance that such development will occur or be realized in the manner or schedule currently anticipated.

Infectious Viruses and/or Diseases

A novel coronavirus outbreak first identified in 2019 is causing coronavirus disease 2019 ("COVID-19"), which was characterized by the World Health Organization on March 11, 2020, as a pandemic. Responses to COVID-19 have varied at the local, state and national levels. On March 13, 2020, President Trump declared a national emergency in

response to COVID-19. Both prior and subsequent to the President's declaration, a variety of federal agencies, along with state and local governments, have implemented efforts designed to limit the spread of COVID-19. Since the pandemic declaration, COVID-19 has negatively affected travel, commerce, and financial markets globally, and is widely expected to continue to negatively affect economic growth and financial markets worldwide, including within the State. How long this negative impact will last cannot be determined  at this time; however, these negative impacts could reduce property values, slow or cease development and sales within the Northeast Sector and/or otherwise have a negative financial impact on the Landowner or subsequent landowners. While the foregoing describes certain risks related to the current outbreak of COVID-19, the same risks may be associated with any contagious epidemic, pandemic or disease.

Damage to District from Natural Disasters

The value of the lands subject to the Series 2020 Assessments could be adversely affected by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the lands within the District unable to support the construction of the Northeast Sector Project. The occurrence of any such events could materially adversely affect the District's ability to collect Series 2020 Assessments and pay Debt Service on the 2020 Bonds. The 2020 Bonds are not insured and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.

Completion of Northeast Sector Project

The 2020 Bond proceeds will not be sufficient to finance the completion of the Northeast Sector Project. The portions of the Northeast Project not funded with proceeds of the 2020 Bonds or any future Series of Bonds issued by the District to fund the Northeast Sector Project are expected to be funded with contributions from the Landowner. There is no assurance that the Landowner will be able to pay for the cost of any of these improvements. The Landowner has previously entered into the Completion Agreement  with respect to any portions of the Northeast Sector Project not funded with the proceeds of the 2020 Bonds or any future Series of Bonds issued by the District to fund the Northeast Sector Project. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020
BONDS – Completion Agreement" herein.

District May Not be Able to Obtain Permits

In connection with a foreclosure of lien of assessments prior to completion of a development, the Circuit Court in and for Lake County, Florida concluded that a community development district had no right, title or interest in any permits and approvals owned by the owner of the parcels so foreclosed. As discussed herein, the District and the Landowner will enter into the Assignment Agreement upon issuance of the 2020 Bonds in which the Landowner collaterally assigns to the District certain of Landowner's development and contract rights relating to the Northeast Sector Project – Phase 2C. Notwithstanding the foregoing, in the event that the District forecloses on the property subject to the lien of the Series 2020 Assessments to enforce payment thereof, the District may not have the right, title or interest in the permits and approvals owned by the

Landowner and failure to obtain any such permits or approvals in a timely manner could delay or adversely affect the completion of the Northeast Sector Project. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS – Agreement for Assignment of Development Rights" herein.

Interest Rate Risk; No Rate Adjustment for Taxability

The interest rates borne by the 2020 Bonds are, in general, higher than interest rates borne by other bonds of political subdivisions that do not involve the same degree of risk as investment in the 2020 Bonds. These higher interest rates are intended to compensate investors in the 2020 Bonds for the risk inherent in the purchase of the 2020 Bonds. However, such higher interest rates, in and of themselves, increase the amount of Series 2020 Assessments that the District must levy in order to provide for payment of Debt Service on the 2020 Bonds and, in turn, may increase the burden of landowners within the District, thereby possibly increasing the likelihood of non-payment or delinquency in payment of such Series 2020 Assessments.

The Indenture does not contain an adjustment of the interest rates on the 2020 Bonds in the event of a determination of taxability of the interest thereon. Such a change could occur as a result of the District's failure to comply with tax covenants contained in the Indenture or the Tax Certificate executed by the District upon issuance of the 2020 Bonds or due to a change in the United States income tax laws.  Should interest on the 2020  Bonds become includable in gross income for federal income tax purposes, Owners of the 2020 Bonds will be required to pay income taxes on the interest received on such 2020 Bonds and related penalties. Because the interest rate on such 2020 Bonds will not be adequate to compensate Owners of the 2020 Bonds for the income taxes due on such interest, the value of the 2020 Bonds may decline. Prospective purchasers of the 2020 Bonds should evaluate whether they can own the 2020 Bonds in the event that the interest on the 2020 Bonds becomes taxable and/or the District is ever determined to not be a political subdivision for purposes of the Code and/or Securities Act.

IRS Examination and Audit Risk

The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts. In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this paragraph, the "Audited Bonds") issued by Village Center Community Development District ("Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local governmental body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with taxable bonds. The audit of the

Audited Bonds that were issued for utility improvements was closed without change to the tax-exempt status of those Audited Bonds on April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that Village Center CDD was not a "proper issuer of tax-exempt bonds" and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax- exemption. Although the TAMs and the letters to Village Center CDD from the  IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to Village Center CDD.

On February 23, 2016, the IRS issued a notice of proposed rulemaking containing proposed regulations (the "Proposed Regulations") that provided guidance as to the definition of a political subdivision for purposes of the rules for tax-exempt bonds.  However, on July 24, 2017, in response to Executive Order 13789 issued by President Trump, the Secretary of the Treasury (the "Secretary") identified the Proposed Regulations among a list of eight regulations that (a) impose an undue financial burden on U.S. taxpayers, (b) add undue complexity to the federal tax laws, or (c) exceed the statutory authority of the IRS. On October 2, 2017, in his Second Report to the President on Identifying and Reducing Tax Regulatory Burdens, the Secretary reported that the Treasury Department and the IRS believed that the Proposed Regulations should be withdrawn in their entirety, and the Treasury Department and the IRS withdrew the Proposed Regulations on October 20, 2017. The Secretary further provided that the Treasury Department and the IRS would continue to study the legal issues relating to political subdivisions and may propose more targeted guidance in the future. Because the Proposed Regulations have been withdrawn, it is not possible to determine the extent to which all or a portion of the discussion herein regarding the Village Center CDD and the TAMs may continue to be applicable in the absence of further guidance from the IRS.

It has been reported that the IRS has closed audits of other community development districts in the State with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within five (5) years of the issuance of tax-exempt bonds or their bonds may be determined to be taxable retroactive to the date of issuance. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. Currently, all members of the Board were elected by affiliates of the Landowner and other landowners within the District and none were elected by qualified electors. Although it is impossible to predict whether the IRS will select the 2020 Bonds for audit, the District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable State or federal law.

Owners of the 2020 Bonds are advised that, if the IRS does audit the 2020 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the 2020 Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely  affect the market value and liquidity of the 2020 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination  by the IRS with respect to the tax-exempt status of interest on the 2020 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2020 Bonds would adversely affect the availability of any secondary market for the 2020 Bonds. Should interest on the 2020 Bonds become includable in gross income for federal income tax purposes, not only will Owners of 2020 Bonds be required to pay income taxes on the interest received on such 2020 Bonds and related penalties, but because the interest rate on such 2020 Bonds will not be adequate to compensate Owners of the 2020 Bonds for the income taxes due on such interest, the value of the 2020 Bonds may decline. See also "TAX MATTERS" herein.

Legislative Proposals and State Tax Reform

During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the 2020 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the 2020 Bonds. From time to time, legislative proposals are pending which  could have an effect on both the federal tax consequences resulting from ownership of the 2020 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the 2020 Bonds.  For example, in connection with federal deficit reduction, job creation and tax law reform efforts, proposals have been made and others are likely to be made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the 2020 Bonds. There can be no assurance that any such legislation or proposal will be enacted, and if enacted, what form it may take. The introduction or enactment of any such legislative proposals may affect, perhaps significantly, the market price for or marketability of the 2020 Bonds.

It is impossible to predict what new proposals may be presented regarding ad valorem tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the 2020 Bonds. It should be noted that Section 190.16(14) of the Act provides in pertinent part that "the state pledges to the holders of any bonds issued under the Act that it will not limit or alter the rights of the district to levy and collect the assessments and to fulfill the terms of any agreement made with the holders of such bonds and that it will not impair the rights or remedies of such holders."

Loss of Exemption from Securities Registration

Since the 2020 Bonds have not been, and will not be, registered under the Securities Act or any state securities laws, pursuant to the exemption for political subdivisions, and regardless of any potential IRS determination that the District is not a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could independently determine that the District is not a political subdivision for purposes of federal and state securities laws. Accordingly, the District and purchasers of the 2020 Bonds may not be able to rely on the exemption from registration relating to securities issued by political subdivisions. In that event, the Owners of the 2020 Bonds would need to ensure that subsequent transfers of the 2020 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act.

Performance of District Professionals

The District has represented to the Underwriter that it has selected its District Manager, District Counsel, District Engineer (hereinafter defined), Assessment Consultant, Trustee and other professionals with the appropriate due diligence and care. While the foregoing professionals have each represented that they have the respective requisite experience to accurately and timely perform the duties assigned to them in such roles, the District does not guarantee the performance of such professionals.

No Credit Enhancement

No application for credit enhancement or a rating on the 2020 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the 2020 Bonds had application been made.

Mortgage Default and FDIC

In the event a bank forecloses on property in the District because of a default on a mortgage with respect thereto and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Series 2020 Assessments. In addition, the District would be required to obtain the consent of the FDIC prior to commencing a foreclosure action on such property for failure to pay Series 2020 Assessments.

THE DISTRICT

General

The District is an independent local unit of special purpose government of the State and an independent special district created pursuant to the Act, a special act of the Florida legislature.

Governance

The Act provides that a five-member Board of Supervisors (the "Board") serves as the governing body of the District. Members of the Board (the "Supervisors") must be residents of the State and citizens of the United States. The Act provides that within  ninety (90) days after formation of the District, an election must be held pursuant to which Supervisors were elected on an at-large basis by the owners of the property within the District. Such election was held in accordance with the Act. Ownership of land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number).

The Act provides that there shall be an election by landowners for the District every two (2) years on the first Tuesday after the first Monday in November. Each supervisor elected on or after November 2006 shall serve a 4-year term. Supervisors shall begin being elected by qualified electors of the District as the District becomes populated with qualified electors. The transition shall occur such that the composition of the Board, after the first general election following a trigger of the qualified elector population thresholds set forth below, shall be as follows:

Once 10,000 qualified electors reside within the District, one governing board member shall be a person who was elected by the qualified electors and four governing board members shall be persons who were elected by the landowners.

Once 20,000 qualified electors reside within the District, two governing board members shall be persons who were elected by the qualified electors and three governing board members shall be persons elected by the landowners.

Once 30,000 qualified electors reside within the District, three governing board members shall be persons who were elected by the qualified electors and two governing board members shall be persons who were elected by the landowners.

Once 40,000 qualified electors reside within the District, four governing board members shall be persons who were elected by the qualified electors and one governing board member shall be a person who was elected by the landowners.

Once 45,000 qualified electors reside within the District, all five governing board members shall be persons who were elected by the qualified electors.

All Supervisors elected by qualified electors shall be elected at large. Supervisors  are subject to ethics and conflict of interest laws of the State that apply to all local public officers. They shall hold office for the terms for which they were elected or appointed and until their successors are chosen and qualified. If, during the term of office, a vacancy occurs, the remaining members of the Board shall fill each vacancy by an appointment for the remainder of the unexpired term.

Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, prior to the exercise of such power, all Supervisors shall be elected by qualified electors in the District and the Supervisors so selected must be qualified electors.

Any elected member of the Board may be removed by the Governor for malfeasance, misfeasance, dishonesty, incompetence or failure to perform the duties imposed upon him  or her by the Act, and any vacancies that may occur in such office for such reasons shall be filled by the Governor as soon as practicable.

A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of a majority of the members present unless general law or a rule of the District requires a greater number.

The current members of the Board and the expiration of their terms are set forth
below:	
Name

Rex Jensen Tony Chiofalo
J. Scott Almand Jim Schier
Ed Hunzeker	Title

Chair
Vice Chair/Assistant Secretary Treasurer
Assistant Secretary Assistant Secretary	Expiration of Term

November, 2020
November, 2020
November, 2022
November, 2022
November, 2022	

All of the current Board members are employees of SMR other than Mr. Schier and Mr. Hunzeker. See "LAKEWOOD RANCH" herein.

Legal Powers and Authority

As a special district, the District has only those powers specifically delegated to it by the Act or necessarily implied from powers specifically delegated to it. In addition to the power to issue the 2020 Bonds to finance a portion of the costs of the Northeast Sector Project, among other provisions, the Act gives the District the power (a) to lease as lessor or lessee to or from any person, firm, corporation, association, or body, public or private, any projects of the type that the District is authorized to undertake and facilities or property of any nature for the use of the District to carry out the purposes authorized by the Act, (b) to borrow money and issue bonds, certificates, warrants, notes or other evidence of indebtedness as provided in the Act, to levy such taxes and assessments as may be authorized and to charge, collect and enforce fees and other user charges, (c) to raise, by user charges or fees authorized by resolution of the Board, amounts of money which are necessary for the conduct of the District activities and services and to enforce their receipt and collection in the manner prescribed by resolution not inconsistent with law, (d) to exercise within the District, or beyond the District with prior approval by vote of a resolution of the governing body of the county if the taking will occur in an unincorporated area in that county, the right and power of eminent domain over any property within the state, except municipal, county, state, and federal property, for the uses and purpose of the District relating solely to water, sewer, District roads and water management, specifically including, without limitation, the power for the taking of easements for the drainage of the

land of one person over and through the land of another, (e) to cooperate with, or contract with, other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of the powers, duties or purposes authorized by the Act, (f) to assess and to impose upon lands in the District ad valorem taxes as provided by the Act, (g) to determine, order, levy, impose, collect and enforce assessments pursuant to the Act and Chapter 170, Florida Statutes, as amended from time to time, pursuant to authority granted in Section 197.3631, Florida Statutes, or pursuant to other provisions of general law now or hereinafter enacted, and (h) to exercise all of the powers necessary, convenient, incidental or proper in connection with any other powers or duties or the special purpose of the District authorized by the Act.

The Act does not empower the District to adopt and enforce land use plans or zoning ordinances, and the Act does not empower the District to grant building permits. These functions are performed by the general-purpose local government, acting through its governing body and its departments of government.

The Act exempts all property of the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any owner of bonds of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with any of its debt obligations.

District Manager

The Act requires the Board to hire a district manager. The Act provides that the district manager shall have charge and supervision of the works of the District and shall be responsible for (a) preserving and maintaining any improvement or facility constructed or erected pursuant to the provision of the Act, (b) maintaining and operating the equipment owned by the District, and (c) performing such other duties as may be prescribed by the Board. The Act further provides that it shall not be a conflict of interest under Chapter  112, Florida Statutes, for a Supervisor, the district manager, or another employee of the District to be a stockholder, officer or employee of a landowner. PFM Group Consulting  LLC serves as the district manager (in such capacity, the "District Manager").

Outstanding Debt of the District

[TO BE UPDATED ON 11/2] The District has issued multiple series of special assessment bonds which are currently outstanding and listed below. None of such series of bonds has a lien on the 2020 Trust Estate nor are secured by special assessments levied on the same lands as the Series 2020 Assessments.

$5,720,000 Special Assessment Revenue Bonds, Series 2010A (Central Park Project) issued on July 12, 2010 and currently outstanding in the amount of
$2,740,000.

$1,765,000 Special Assessment Revenue Bonds, Series 2011 (Belle Isle Project) issued on May 13, 2011 and currently outstanding in the amount of $1,455,000.

$8,500,000 Special Assessment Revenue Bonds, Series 2013A (Country Club East Project) issued on July 26, 2013 and currently outstanding in the amount of
$7,610,000.

$7,535,000 Special Assessment Revenue Bonds, Series 2013A (Central Park Project) issued on August 5, 2013 and currently outstanding in the amount of
$6,450,000.

$12,145,000 Special Assessment Revenue Bonds, Series 2014A (Country Club East Project) issued on October 14, 2014 and currently outstanding in the amount of $10,965,000.

$37,360,000 Special Assessment Revenue Bonds, Series 2015 (Lakewood Center North Project) issued on February 9, 2015 and currently outstanding in the amount of $31,280,000.

$79,505,000 Special Assessment Revenue Bonds, Series 2016 (Villages of Lakewood Ranch South Project) issued on February 8, 2016 and currently outstanding in the amount of $66,445,000.

$49,480,000 Special Assessment Revenue Bonds, Series 2017 (Lakewood National and Polo Run Projects) issued on February 21, 2017 and currently outstanding in the amount of $47,125,000.

$14,805,000 Special Assessment Revenue Bonds, Series 2017 (Del Webb Project) issued on May 8, 2017 and currently outstanding in the amount of $13,995,000.

[$33,000,000 (Not to Exceed) Bond Anticipation Note, Series 2017 (Northeast Sector Project) issued on September 8, 2017 and currently outstanding in the amount of $0].

$14,548,000 Special Assessment Revenue Refunding Bonds, Series 2017 (Lake Club Project) issued on September 29, 2017 and currently outstanding in the amount of $11,562,000.

$14,925,000 Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1A) issued on August 30, 2018 and currently outstanding in the amount of $14,675,000.

$36,185,000 Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1B) issued on December 10, 2018 and currently outstanding in the amount of $35,610,000.

$11,790,000 Special Assessment Revenue Bonds, Series 2018 (Lakewood Centre and NW Sector Projects) issued on December 10, 2018 and currently outstanding in the amount of $11,070,000.

$7,580,000 Special Assessment Revenue Bonds, Series 2019 (The Isles at Lakewood Ranch Project – Phase I) issued on April 8, 2019 and currently outstanding in the amount of $7,450,000.

$9,125,000 Special Assessment Revenue Bonds, Series 2019 (Lake Club Phase 4 Project) issued on May 20, 2019 is currently outstanding in the approximate principal amount of $8,820,000.

$5,005,000 Special Assessment Revenue Bonds, Series 2019 (Cresswind Project) issued on May 20, 2019 is currently outstanding in the principal amount of
$4,920,000.

$4,775,000 Special Assessment Revenue Bonds, Series 2019 (Indigo Expansion Area Project) issued on September 9, 2019 and currently outstanding in the amount of $4,685,000.

$5,585,000 Special Assessment Revenue Bonds, Series 2019 (Northeast Sector Project – Phase 2A) issued on November 4, 2019 and currently outstanding in the amount of $5,585,000.

$12,670,000 Special Assessment Revenue Bonds, Series 2019 (Azario Project) issued on December 9, 2019 and currently outstanding in the amount of
$12,670,000.

$19,195,000 Special Assessment Revenue Refunding Bonds, Series 2020 (Country Club East Project) issued on July 15, 2020 and currently outstanding in the amount of $19,195,000.

$29,100,000 Special Assessment Revenue Refunding Bonds, Series 2020A (Lakewood Centre and NW Sector Projects) issued on September 10, 2020 and currently outstanding in the amount of $29,100,000.

$6,655,000 Special Assessment Revenue Bonds, Series 2020 (Azario Project) issued on September 16, 2020 and currently outstanding in the amount of
$6,655,000.

$10,655,000 Special Assessment Revenue Bonds, Series 2020 (Lorraine Lakes Project) issued on September 29, 2020 and currently outstanding in the amount of $10,655,000.

$17,755,000 Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2B) issued on October 14, 2020 and currently outstanding in the amount of $17,755,000.

ASSESSMENT METHODOLOGY

PFM Financial Advisors LLC (in such capacity, the "Assessment Consultant") has prepared the Master Assessment Methodology Report (the "Master Report") and the Supplemental Assessment Methodology Report (the "Supplemental Report," and together

with the Master Report, the "Assessment Report") attached hereto as APPENDIX B. The Assessment Report provides a methodology to allocate the total benefit derived from the Northeast Sector Project (hereinafter defined) to each of the land uses planned in the Northeast Sector on a fully financed basis. Initially, the special assessments are allocated on an equal acreage basis to the specific assessment area. As parcels of land are sold by the Landowner with specific entitlements assigned thereto, the special assessments are then allocated to such parcel or parcels based upon the amount of transferred entitlements. While the special assessment calculations are benefit driven, the actual amounts to be assessed to a particular parcel may be less due to contractual arrangements that the Landowner may enter into with one or more buyers thereby resulting in the prepayment or contribution of infrastructure to satisfy the special assessments allocated to a particular parcel in its entirety or partially. The table below illustrates the maximum principal allocation per unit or square foot for the various land uses and product types planned within the Northeast Sector and the gross annual special assessment debt service per unit or square foot for such land uses and product types.

		Maximum Principal		Gross Annual Debt Service	
Land Use/Product Type		Per Unit/Square Foot		Per Unit/Square Foot	
Single-Family		$11,837		$925	
Age-Restricted		10,653		832	
Apartment		7,102		555	
Commercial		12		0.92	

THE NORTHEAST SECTOR PROJECT

Stantec Consulting Services Inc. (the "District Engineer") has prepared the Engineer's Report (the "Engineer's Report") attached hereto as APPENDIX A describing the capital improvement program for the Northeast Sector (the "Northeast Sector Project") which is estimated to cost approximately $84.7 million. The Northeast Sector Project includes roads, water, sewer, water management, landscape/hardscape, related professional services and contingency. Enumeration of the costs of the Northeast Sector Project are provided in the table below.

[Remainder of Page Intentionally Left Blank]

Cost Category		Estimated Cost	
Land Planning		$	450,000	
Engineering, Surveying & Consultants		6,047,900	
Uihlein Road - Additional Landscaping		225,000	
Uihlein Road - Lennar to 44th		10,689,697	
Uihlein Road - 44th to SR 64		7,870,011	
Uihlein Road & SR 64 intersection		1,261,528	
44th Avenue - Lorraine to Bourneside		20,565,311	
Bourneside Blvd - Lennar to 44th		5,839,598	
Bourneside Blvd - 44th to SR 64		6,130,414	
Rangeland Parkway - Lorraine to Uihlein		10,913,478	
Rangeland Parkway - Uihlein to Bourneside		9,027,156	
Post Road - North to Rangeland		3,471,800	
Bourneside Blvd - Additional 2 Lanes		340,000	
Master Contingency - 3.5%		1,848,588	
TOTAL		$84,680,481	

As more fully discussed under the heading "NORTHEAST SECTOR – District Infrastructure/Finance Plan," it is the intent of the District to issue multiple Series of Bonds to fund a portion of the Northeast Sector Project to support the continuous construction of the District's infrastructure improvements included as part of the Northeast Sector Project. Proceeds of the 2017 Note (hereinafter defined), the 2018 Phase 1A Bonds (hereinafter defined), the 2018 Phase 1B Bonds (hereinafter defined), the 2019 Phase 2A Bonds (hereinafter defined) and the 2020 Phase 2B Bonds (hereinafter defined) funded a portion of the Northeast Sector Project in the estimated amount of $69.6 million of which
$[67.0] million has been expended to date. Proceeds of the 2020 Bonds will be utilized to construct additional portions of the Northeast Sector Project in the estimated amount of
$7.0 million, such funded portion being referred to herein as the "Northeast Sector Project – Phase 2C."

LAKEWOOD RANCH

The information included under this heading has been furnished by SMR for the purpose of describing a brief history of Lakewood Ranch. Information regarding the land to be encumbered by the Series 2020 Assessments as well as information regarding the Northeast Sector can be found under the heading "NORTHEAST SECTOR." Although believed to be reliable, such information has not been independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel, and no person other than SMR, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness of such information. At the time of the issuance of the 2020 Bonds, SMR will represent in writing that the information herein under the captions "LAKEWOOD RANCH" and "NORTHEAST SECTOR" does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading.

General

Lakewood Ranch is an age-diverse, mixed use planned community located in Manatee and Sarasota counties east of Interstate 75 and is accessible from four Interstate 75 interchanges at Fruitville Road, University Parkway, State Road 70 and State Road 64. Downtown Sarasota is located approximately ten (10) miles southwest of Lakewood Ranch, downtown Bradenton is located approximately twelve (12) miles to the northwest and the Sarasota/Bradenton International Airport is located approximately six (6) miles to the west.

The approximately fifty (50) square mile core area of Lakewood Ranch was originally purchased by the Uihlein family in 1922 from the family of John Schroeder, who assembled the property in the early 1900's as a timber plantation. The planned community has since expanded in all directions and now includes approximately fifty-five (55) square miles. The unsold/undeveloped portions of Lakewood Ranch are owned by Schroeder-Manatee Ranch, Inc. ("SMR"), a Delaware corporation or affiliated entities that are owned directly or beneficially by the various branches of the Uihlein family of Milwaukee, Wisconsin, founders of the Joseph Schlitz Brewing Company.

SMR, through its subsidiaries, conducts or oversees a diversified base of activities at Lakewood Ranch including real estate sales, country club operations, commercial investment and development, raising beef cattle, turf farming and nursery operations.  SMR also previously conducted a significant shell and aggregate mining operation that produced materials for road building and, as a by-product, created large lakes that serve as major amenities for the community. SMR's 33,000 square foot headquarters building is situated in Lakewood Ranch on Covenant Way just east of Lorraine Road and north of University Parkway.

Existing Development

Since development activities commenced in 1994, a significant amount of residential, commercial, office, retail, civic and institutional development has occurred at Lakewood Ranch in both Manatee and Sarasota counties, spanning more than 10,000 acres. Development activities in Manatee County (north of University Parkway) initially were governed by two (2) Developments of Regional Impact (DRIs) known as Cypress Banks and University Lakes, which are generally situated east of Interstate 75, south of State Road 70 and North of University Parkway (which generally is the Manatee and Sarasota County line). Five (5) community development districts have been established for the purpose of acquiring, constructing and maintaining a portion of the public infrastructure necessary to serve the lands within these two (2) DRIs. Until 2017, development activities in Sarasota County (south of University Parkway) were predominantly commercial and office oriented and have been governed by the Lakewood Ranch Corporate Park DRI. However, the approval of the Villages of Lakewood Ranch South Development of Regional Impact provided for the development of residential land uses in portions of Lakewood Ranch located in Sarasota County where a new community known as "Waterside" is being developed that is approved for 5,144 residential entitlement units with transportation concurrency for all of the residential units as well as for two (2) retail village centers.

SMR has undertaken extensive long-term planning of its remaining undeveloped acreage serving to enhance the value of its land holdings. As part of that effort, SMR

facilitated the establishment of the District, the boundaries of which include all 25,000+ acres of Lakewood Ranch land that was undeveloped at the time of establishment. Since  the establishment of the District, a significant amount of entitlement and development activity has occurred including the approval of (a) a comprehensive plan amendment, providing for flexible land uses and densities for approximately 7,500 acres located north of State Road 70 and east of Lorraine Road in Manatee County, and (b) two (2) developments of regional impact known as the Lakewood Centre DRI and Northwest Sector DRI that have been expanded to include additional land north of State Road 70 and west of Lorraine Road.

Sales activity at Lakewood Ranch commenced in 1994. Today, Lakewood Ranch is home to more than 14,300 households with an estimated population in excess of 30,000 based upon various Census reports and marketing study estimates. In 2015, 534 new homes were sold in Lakewood Ranch, ranking it eighth in new home sales for master planned communities in the United States by RCLCO. In 2016, 778 new homes were sold  in Lakewood Ranch, ranking it fourth in new home sales for master planned communities in the United States by RCLCO. In 2017, 1,206 new homes were sold in Lakewood Ranch, ranking it third in new home sales for master planned communities in the United States by RCLCO. In 2018, 1,482 new homes were sold in Lakewood Ranch, ranking it second in new home sales for master planned communities in the United States by RCLCO.  In 2019, 1,648 new homes were sold in Lakewood Ranch, ranking it second in new home sales for master planned communities in the United States by RCLCO. From January 1, 2020 through June 30, 2020, approximately 838 new homes were sold in Lakewood Ranch. In each of the last three (3) years, approximately 28,000 people passed through the information centers and model homes within Lakewood Ranch. In addition to the residential activity described above, approximately 4.5 million square feet of nonresidential mixed-use space has been constructed of which an estimated 4.3 million square feet is occupied. Based upon information obtained by SMR from the Economic Development Council, Lakewood Ranch as a whole is currently exhibiting a rate of occupancy 10% greater than that of the Sarasota/Manatee County area as whole.

The following information is a description of certain of the aforementioned development and sales activity that has occurred through September 30, 2020.

Lakewood Ranch Community Development District 1: Summerfield/Riverwalk

Development activities in Summerfield commenced in 1994 and sales of finished lots to builders started shortly thereafter. Summerfield, together with Riverwalk, comprise approximately 980 acres of residential and commercial properties. These villages are bounded on the north by State Road 70, on the east by the Braden River and Country Club Village and on the south and west by the River Club development (an adjacent community which is not part of Lakewood Ranch). The residential component includes approximately 1,782 homesites situated within eighteen (18) neighborhoods. Development of the  homesites is complete and all of the lots were sold to builders at an average sales pace of approximately 225 per year. The builders in turn constructed and sold homes to retail buyers that originally ranged in size from 1,100 to 2,500 square feet and in price from the high $90,000's to $375,000+. These villages are characterized by many lakes and a community park that contains ball fields for soccer and baseball/softball, basketball courts, tennis courts, a playground and tot lot. In addition, the Braden River Nature Trail forms a

community park connecting two (2) large lakes with the 110-acre Herons Nest Nature Park. The buyer profile in Summerfield and Riverwalk included mostly first-time home buyers with some retirees and move-up buyers.

Adjacent to State Road 70 is an approximately 9-acre retail/commercial site which contains, amongst other owners/tenants, M&I Bank, and approximately ten (10) retail tenants including Subway and Kids 'R' Kids Child Care Center that provides child care for infants through school age children in a structured educational environment.

Lakewood Ranch Community Development District 2: Edgewater Village/Country Club South

Development activities in Country Club South and Edgewater Village commenced in 1996 and sales of finished lots to builders started shortly thereafter. Country Club South together with Edgewater Village contain approximately 1,374 acres of residential and commercial property and are bounded on the south by University Parkway, on the east by Lorraine Road, on the north by Country Club North and on the west by Lakewood Ranch Boulevard. These two (2) villages include 1,033 single-family units and 728 condominium units nestled around Lake Uihlein and Main Street (hereinafter described). Since sales commenced, all of the single-family homesites and substantially all of the condominium units have been sold to builders. The builders have in turn sold all of the single-family homes and 656 condominium units to retail buyers.

Edgewater Village includes neighborhoods with homes built around Lake Uihlein, a 160-acre lake, and is in close proximity to the Lakewood Ranch Town Center and the Athletic Club (discussed below). Also located within Edgewater Village is The Wharf Park which includes places to fish, launch a boat or enjoy the sunsets and expansive views on the lake. Custom single-family homes in Edgewater Village were originally offered at prices ranging from the mid $100,000's to $400,000 and in size from 1,100 to over 3,000 square feet.

Country Club South includes neighborhoods built around the Arnold Palmer designed Legacy Golf Course, a daily fee course open to the public. Single-family homes range from full maintenance condos to detached villas with maintenance-free lawn service to grand scale estate residences. Home sizes range from 1,350 to over 4,000 square feet and in price from the mid $100,000's to $2 million+. Miles of sidewalks and trails offer easy access to the 10,000 square foot Legacy Clubhouse, the Athletic Club and all of Lakewood Ranch.

Located adjacent to the villages of Edgewater and Country Club South is the Athletic Club at Lakewood Ranch (the "Athletic Club") which opened its first phase tennis facility in the spring of 1998. Since then, this facility has added more courts, a fitness center and aquatics club. Such facilities are part of the LWR G&CC (defined herein) and include the following:

Tennis Center

Twenty (20) Har-Tru Clay tennis courts with eighteen (18) lighted, including a stadium court, featuring an underground Hydro Grid watering system

Host to several Professional & Collegiate Tournaments, Group Clinics and more than 80 leagues
12 newly installed pickleball courts, with leagues, lessons and clinics offered
A full-service pro shop
Men's and women's locker rooms

Fitness Center

The 24-hour access Fitness Center has over sixty (60) pieces of the latest cardio equipment and state-of-the-art equipment. This facility is over 18,000 square feet and has four (4) full size fitness class studios. Other amenities include massage therapy, locker rooms and personal training.

Aquatic Center

Heated Jr. Olympic eight (8) lane pool
Heated resort style pool
Swim programs/teams & Aquatic Classes

Adjacent to the villages of Country Club South and Edgewater Village is Main  Street (described in more detail herein), a downtown mixed-use development area featuring specialty shops, outdoor restaurants, cafes, and condominiums. SMR and former joint venture partner Casto Lifestyle Properties developed Main Street. SMR is now the sole owner and manager of the mixed-use development.

Lakewood Ranch Community Development District 4: Greenbrook and Greenbrook East (Greenbrook Village)

Development activities in Greenbrook Village commenced in 2000 and sales to builders followed shortly thereafter. Greenbrook Village encompasses approximately 748 acres of residential property that is bounded on the north by State Road 70, on the east and the south by the Braden River and on the west by Summerfield Village. This village includes 1,462 single-family residential lots, along with 226 condominiums. Also included within Greenbrook Village is a recreational complex called Adventure Park with fields for soccer and baseball/softball, an in-line skate/hockey rink, basketball courts, a tot lot and dog park. In addition to Adventure Park, which is owned by Lakewood Ranch Community Development District 4 with reciprocal agreements with the other community development districts in Lakewood Ranch to ensure this amenity is enjoyed by all residents of Lakewood Ranch, SMR donated fifteen (15) acres for a public county park located in the eastern portion of Greenbrook Village.

Greenbrook Village is a family-oriented community that has primarily attracted young families. Homes in Greenbrook Village were originally being offered at  prices ranging from the mid $100,000's to $700,000+ and in size from 1,250 to 3,500 square feet. All 1,462 single-family homesites and land for 226 condominium units have been sold to builders and the builders in turn have sold all of the homes and condominiums to retail buyers.

Lakewood Ranch Community Development District 5: Lakewood Ranch Golf and Country Club (Country Club North)

Development activities in Country Club North commenced in 2001 and sales to builders followed shortly thereafter. Country Club North consists of approximately 1,173 acres of residential property that is bounded on the north by the Braden River, on the east by Lorraine Road, on the west by existing development within Lakewood Ranch and on the south by The Masters Avenue. Country Club North includes 942 single-family residential units and two (2) eighteen (18) hole private golf courses designed by the Palmer Course Design Co., along with a 42,000 square foot clubhouse.

Country Club North is an upscale country club community that has primarily attracted retirees and move-up buyers mostly consisting of professionals with families. Homes in Country Club North were originally being offered at prices ranging from the mid
$200,000's to over $5 million and in size from 1,960 to 17,000 square feet. All 942 homes sites have been sold to builders who in turn have sold all 942 homes to retail buyers.

Located within the village of Country Club North is the Lakewood Ranch Golf and Country Club ("LWR G&CC"), a private membership club with over 2,000 active members that is owned and operated by Lakewood Ranch Golf Company, LLC, a wholly owned subsidiary of SMR. LWR G&CC includes:

Thirty-six (36) holes of golf designed by Palmer Course Design Co.
A practice range and a practice chipping and putting green
A 42,000 square foot grand Italian villa style clubhouse
A formal dining room, grill and lounge, banquet facilities and private dining rooms
Men's and ladies' lounges
Golf pro shop
Locker rooms
Cart storage and administrative facilities
An extension of LWR G&CC facilities and amenities located in Country Club East (described herein) featuring an additional eighteen (18) holes of golf designed by Robbins & Associates International (Rick Robbins) and a practice range with a chipping & putting green
Also located within Country Club East, an additional 29,600 square foot clubhouse that includes dining facilities, a golf pro shop and locker rooms

In addition to the above referenced facilities, depending on the level of membership, LWR G&CC members have access to the Tennis Center, Aquatics Center and Fitness Center. A complete list of the types of membership currently being offered at LWR G&CC can be found on the Lakewood Ranch website at www.lakewoodranchgolf.com.

Lakewood Ranch Community Development District 6: Country Club West

In 2005, Neal Communities of Southwest Florida, Inc., purchased 369 acres of undeveloped land and developed the community within Lakewood Ranch known as Country Club West. The property is bounded on the west by Lakewood Ranch Boulevard, on the north by the Riverwalk subdivision and on the east and south by the Country Club North

and South communities. Country Club West consists of 443 single-family residences and is an upscale country club community that has primarily attracted retirees and move-up buyers consisting of mostly professionals with families. Nine (9) holes of the LWR G&CC run through Country Club West and many of the homesites front either the golf course, lakes or preservation areas. Homes range in size from 1,450 square feet up to 4,500 square feet and range in price from the $250,000's to over $3 million. The development is complete and over 440 homes have been sold to retail buyers.

Residents of Country Club West have access to the extensive amenities currently available to residents of Lakewood Ranch, including (a) the LWR G&CC amenities via membership, (b) Lakewood Ranch homeowner associations and various activities, (c) scenic drive and walkways, (d) treed conservation and water areas, and (e) extensive landscaping.

Lakewood Ranch Stewardship District: The Lake Club

Development activities in the Lake Club commenced in 2005 and sales to builders followed shortly thereafter. The Lake Club comprises approximately 1,465 acres in  Manatee County and is located within the District, approximately four (4) miles east of Interstate 75. It is bounded on the south by University Parkway, on the east by The Isles  at Lakewood Ranch (described in more detail below), on the west by Lorraine Road and the sold-out village of Country Club North which contains the LWR G&CC and on the north by Country Club East, an extension of the existing Country Club village and the LWR G&CC.

The Lake Club is an upscale residential village within Lakewood Ranch that will be developed in four (4) phases and is planned to include approximately 708 single-family residential homesites ranging in size from one-third to one acre. The first two (2) phases of 328 single-family homesites are complete along with the 16,000 square foot clubhouse. Of the 328 single-family homesites, 327 have been sold to builders or directly to retail buyers. Approximately 279 homes have been sold to retail buyers ranging in price from slightly less than $1 million to over $5 million. Phase 3 and 4 of Lake Club planned for approximately sixty-eight (68) and 312 units, respectively, was purchased by an affiliate of Stock Development. Development activities in Phase 3 are complete with homebuilding activity underway and fifty-one (51) homes have been sold to retail buyers. Development activities in Phase 4 are also underway with model homes recently completed and 110 homes sold to retail buyers.

The Lake Club's target customer is the affluent, upscale buyer as the community  has attracted retirees and move-up buyers comprised mostly of professionals with families. The Lake Club is a unique, upscale master planned gated community with an exclusive "non-golf" lifestyle distinctive to the community by including amenities such as a series of lakes, natural green spaces, open spaces, a linear park system and a 16,000 square foot clubhouse. The community clubhouse includes two (2) large swimming facilities, tennis courts, fitness area, day spa, card room, multipurpose function room, concierge services and a catering kitchen.

In addition, residents of the Lake Club have access to the extensive amenities currently available to residents of Lakewood Ranch, including (a) the LWR G&CC amenities via membership, (b) Lakewood Ranch homeowner associations and various

activities, (c) scenic drive and walkways, (d) treed conservation and water areas, and (e) extensive landscaping.

In addition to the LWR G&CC, the Lake Club is also located near two (2) other high- end golf courses: The Ritz-Carlton and The Concession. The Ritz-Carlton is an eighteen
(18) hole golf course designed by Tom Fazio that is located within Lakewood Ranch and north of the Lake Club and Country Club East developments. This golf course serves the downtown Sarasota Ritz Carlton and Ritz Carlton Beach Club owners and guests. The only residential component of this community will be golf cottages currently being planned for future development. The Concession is an eighteen (18) hole golf course immediately east  of Lakewood Ranch designed by Jack Nicklaus. The Concession is planned to include 255 homes at prices ranging from slightly less than $1 million to over $5 million.

Lakewood Ranch Stewardship District: Country Club East

Country Club East ("CCE") comprises approximately 1,190 acres and is located within the District approximately four (4) miles east of Interstate 75. CCE is being developed by a joint venture consisting of an affiliate of SMR and Starwood Land Ventures and includes approximately 841 acres of land planned for 1,352 residential units and approximately 349 acres of land that includes a Rick Robbins designed eighteen (18) hole golf course, a practice range with a chipping & putting green as well as an additional  29,600 square foot clubhouse that includes dining facilities, a golf pro shop and locker rooms. CCE is bounded on the south by The Lake Club, on the North by the Ritz-Carlton golf course, on the east by the Del Webb community (described herein) and on the west by Lorraine Road and the sold-out village of Country Club North which contains the LWR G&CC. Due to the success of the LWR G&CC, CCE is an extension of the LWR G&CC and therefore all members enjoy all courses and amenities of both club locations. In addition, residents of CCE have access to many of the same extensive amenities currently available to residents of Lakewood Ranch, including (a) Lakewood Ranch homeowner associations and various activities, (b) scenic drive and walkways, (c) treed conservation and water areas, and (d) extensive landscaping. Further, CCE is also proximately located to two (2) other high-end golf courses, the Ritz-Carlton and The Concession described herein above.

CCE is an upscale residential village within Lakewood Ranch. A variety of products are being offered in CCE, including single-family residential homesites ranging in size from one-sixth to over one-half acre as well as low-rise condominiums. CCE's target customer is the affluent, upscale buyer. The community is attracting professionals with families, move- up buyers and retirees. All 1,352 homesites have been sold to builders and 1,276 homes have been sold to retail buyers at prices ranging from the $300,000's to over $1 million.

Lakewood Ranch Stewardship District: Central Park

In 2009, Neal Communities of Southwest Florida, Inc. ("Neal Communities") started the development of the Central Park community within Lakewood Ranch on 372 acres of land. Central Park is bounded on the west by Lakewood Ranch Boulevard, on the north by 44th Avenue East, on the east by the future construction/extension of White Eagle Boulevard (f/k/a Pope Road) and the south by Malachite Drive. Generally inspired by New York's Central Park, this development includes 826 single-family residential units situated in five (5) distinct communities, each with a distinctive Central Park – related theme (e.g.,

"Great Lawn," "Conservatory Garden," etc.) The community is designed to encourage foot traffic, employing meandering walkways, fountains and park areas. Central Park was primarily marketed to families but also attracted a broader demographic range of buyers. Homesite sizes are planned to range from forty-two (42) to seventy-six (76) feet in width. Homes in the Central Park range in size from 1,040 square feet up to over 3,000 square feet and were originally offered at prices ranging from $127,000 to $350,000. Features are a gated entry, pocket parks and the "Central Park" which includes such amenities as tennis courts, playgrounds, a splash park, a dog park, softball field and open area parks and pavilions. Development of all 826 single-family homesites is complete and all 826 units have been sold to retail buyers.

Lakewood Ranch Stewardship District: Esplanade Golf and Country Club (Lakewood Centre/NW Sector)

In August 2011 and December 2012, Taylor Morrison purchased approximately 600 acres of undeveloped land and started construction and home sales of their Esplanade community located at the northeast corner of Rangeland Parkway and White Eagle Boulevard (f/k/a Pope Road). Esplanade was initially planned as a 450-unit age targeted community that was subsequently expanded and is currently being marketed as 1,250-unit active lifestyle community. Residents of Esplanade have full use of the community's eighteen (18) hole golf course and pro shop. Additional amenities include a clubhouse with fitness and aerobics center, grand ballroom, card and craft room, catering kitchen, billiard room and library. In addition, Esplanade includes a heated lagoon-style pool and spa, resistance pool, outdoor barbeque space, fire pit, and tennis, pickle ball and bocce courts. Homes are currently being offered from 1,686 to over 3,000 square feet, with base prices ranging from $234,900 to $384,900. Through September 30, 2020, 1,219 homes have been sold to retail buyers. Both the homes and the amenities are designed to appeal to the senior, empty nester and seasonal resident. The entire community is planned to be maintenance free via the homeowner's association.

Lakewood Ranch Stewardship District: Bridgewater Community (Lakewood Centre/NW Sector)

In November 2012, Lennar Homes purchased approximately 172 acres of undeveloped land and started construction and home sales of their Bridgewater community located at the southeast corner of Rangeland Parkway and White Eagle Boulevard (f/k/a Pope Road). Bridgewater is a 275 single-family home family community that includes a park and trail system. Homes were originally being offered from 1,677 to over 3,800 square feet, with base prices ranging from the low $300,000's to mid $400,000's. All 275 homes have been sold to retail buyers.

Lakewood Ranch Stewardship District: Harmony (Lakewood Centre/NW Sector)

In December 2013, Mattamy Homes purchased approximately 245 acres of undeveloped land located east of Lakewood Ranch Boulevard, south of Malachite Blvd. and north of Rangeland Parkway. Mattamy is developing a community known as "Harmony" that is planned to include 677 homes consisting of 142 single-family homes and 535 townhomes and duplex homes. Single-family homes are currently being offered from 1,626 to over 2,700 square feet, with base prices ranging from the mid $200,000's to the low

$300,000's. The townhomes and duplex homes are currently being offered at base prices ranging from the high $100,000's to the mid $200,000's. Combined, approximately 677 homesites and townhomes have been developed, 530 of which have been sold and are occupied by retail buyers with another eleven (11) under contract with retail buyers.

Lakewood Ranch Stewardship District: Indigo (Lakewood Centre North)

In August 2014, an entity affiliated with Neal Communities purchased approximately 111 acres of undeveloped land located on the northwest corner of 44th avenue and White Eagle Boulevard (f/k/a Pope Road). Additional lands were later purchased by  the same entity and the District subsequently expanded its boundaries to include approximately eight-seven (87) acres. A community known as "Indigo" is being developed that is planned to include 681 single-family homes which are currently being offered from 1,400 to over 2,980 square feet, with base prices starting in the mid $200,000's. Out of the 681 single-family homes, 390 are sold and occupied by retail buyers and another fifty-one
(51) homes under contract with retail buyers.

Lakewood Ranch Stewardship District: Mallory Park (Lakewood Centre North)

In September 2015, DiVosta Homes purchased approximately 150 acres of undeveloped land located to the west of White Eagle Boulevard (f/k/a Pope Road) and south of State Road 64. DiVosta is developing a residential community known as "Mallory Park" on the site, consisting of 328 single-family units and 108 multi-family units. Surrounded by thirty-six (36) acres of wetlands and lakes, walking trails throughout the community take you  to  the  private  clubhouse  and  other  amenities.    Home  prices  range  from  the high
$200,000's to the mid $400,000's.  Approximately 436 homesites have been developed with
285 homes sold and occupied by retail buyers and an additional forty-eight (48) under contract with retail buyers.

Lakewood Ranch Stewardship District: Arbor Grande (Lakewood Centre North)

In December 2014, CalAtlantic Homes purchased approximately 100 acres of undeveloped land located to the west of White Eagle Boulevard (f/k/a Pope Road) and south of State Road 64. CalAtlantic is developing a community known as "Arbor Grande" on the site, consisting of 183 single-family units and 122 multi-family units. Home prices range from the mid $400,000's to the mid $600,000's. Approximately 305 homesites have been developed with 236 homes sold and closed to retail buyers and an additional thirty-five (35) homes under contract with retail buyers.

Lakewood Ranch Stewardship District: Savannah (Lakewood Centre North)

In December 2014, Meritage Homes of Florida, Inc., purchased approximately 304 acres of undeveloped land located to the west of Lorraine Road and south of State Road 64. Meritage Homes is developing a community known as "Savannah" on the site, consisting of
475  single-family  homes  with  prices  ranging  from  the  mid  $300,000's  to  the  high
$400,000's. Approximately 475 homesites have been developed with 268 homes sold and closed to retail buyers and an additional twenty-seven (27) homes under contract with  retail buyers.

Lakewood Ranch Stewardship District: Del Webb Lakewood Ranch

In December 2014, Pulte Home Company purchased approximately 643 acres to be developed as a Del Webb branded 55+ community planned to include 1,300 residential units, a clubhouse and associated recreational facilities.  Development  activities commenced in January 2015 and 1,300 homesites have been developed. Further, construction of the recreational facilities including an approximately 21,000 square foot clubhouse is complete. Sales activity within Del Webb Lakewood Ranch commenced in January 2016. To date, there have been 790 homes sold and closed to retail buyers and an additional eighty-one (81) homes are under contract with retail buyers. Home prices range from $240,000 to $450,000.

Lakewood Ranch Stewardship District: Lakewood National/Polo Run

In December 2015, Lennar Homes, LLC ("Lennar") purchased approximately 1,390 acres of undeveloped land located on the north side of State Road 70 and east of Lorraine Road. Lennar is developing two (2) neighborhoods known as "Lakewood National" and  "Polo Run." Lakewood National is a bundled-golf community planned to include 1,576 residential units, two (2) eighteen (18) hole golf courses and associated recreational facilities. Polo Run is planned to include 423 residential units and associated recreational facilities. Development activities commenced in December 2015 with the first eighteen (18) hole golf course and 1,000 homesites in Lakewood National complete. Development of the initial 212 homesites in Polo Run is also complete. Homes sales commenced from an off-site sales center in May 2016. Home prices range from $175,000 to $500,000. To date, within Lakewood National there have been 907 homes sold and closed to retail buyers and an additional 141 homes are under contract with retail buyers. To date, within Polo Run there have been 251 homes sold and closed to retail buyers and an additional forty-six (46) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District Palisades: (Lakewood Centre/NW Sector)

In December 2017, a land banking entity on behalf of D.R. Horton closed on undeveloped acreage located north of State Road 70, and east of Lorraine Road planned for 150 residential units known as "Palisades." Model homes are currently open and home  sales commenced in the fourth quarter of 2018. To date, within Palisades, sixty-three (63) homes have been sold and closed to retail buyers and an additional seventeen (17) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: The Isles of Lakewood Ranch

December 2017, Toll Brothers acquired approximately 339 acres of undeveloped land bound on the east by the future Bourneside Boulevard and on the south by the existing University Parkway serving as the primary access road to this development. The development is planned to include 450 single-family homes and is being marketed as "The Isles at Lakewood Ranch." Model homes are currently open and home sales commenced in the fourth quarter of 2018. To date, fifty-nine (59) homes have been sold and closed to  retail buyers and an additional forty-four (44) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: Lakewood Ranch Waterside

Development activities commenced in the first quarter of 2018 on an approximately 3,518-acre development area in the southwestern portion of the District representing the first residential development in the Sarasota County portion of Lakewood Ranch. The  lands within this area are known as "Waterside" and are intended to be developed into twelve (12) neighborhoods planned for approximately 5,144 residential units of varying product type. In addition, approximately 390,000 square feet of mixed-use  space  and 60,000 square feet of public/civic space is planned to be developed in two (2) village centers. Land sales commenced in the fourth quarter of 2016. To date, the following development activity has taken place within Waterside.

In December 2016, Homes by Towne purchased 291 acres of undeveloped land within the Waterside project. Homes by Towne is developing a residential community on the site called "Lakehouse Cove" to include sixty (60) multi-family and 331 single-family units. Development activity commenced in early 2018 and to date, 150 homes have been sold and closed to retail buyers and an additional seventy (70) homes are under contract with retail buyers.

In December 2016, Pulte Homes purchased 322 acres of undeveloped land within the Waterside project. Pulte is developing a residential community on the site called "Shoreview" to include 246 single-family units. Development activity commenced in early 2018 and to date 126 homes have been sold and closed to retail buyers and an additional twenty-five (25) homes are under contract with retail buyers.

In December 2016, Davis Development purchased twenty-five (25) acres of undeveloped land within the Waterside project, located on the western side of the development along Interstate 75. Davis Development has completed and opened a 290-unit apartment complex on the site.

In February 2018, Ryan Company purchased approximately five (5) acres of undeveloped land within the Waterside project on the South East corner of Lorraine Road and University Parkway. Ryan Company has completed development of a 172-unit assisted living facility on the site called Grand Living at LWR.

In December 2018, Davis Development purchased approximately fourteen (14) acres of undeveloped land within the Waterside project, specifically located within the Waterside Place development off of Deer Drive. This purchase is phase one of their Waterside Place projects and will include 320 apartment units. Davis Development is under contract to purchase three (3) additional phases over a three to four-year period, with these additional phases to include an additional 534 apartments and twenty-one (21) townhomes.

Waterside Place is an approximately 36-acre entertainment hub situated on an approximately 280-acre lake which is planned to include waterfront dining, plazas, a marina, retail and office space, children's exploration park, event pavilion, the Players Centre for Performing Arts theatre complex and 1,400 apartments. Development activities on Waterside Place commenced in October 2018 and are projected to be complete in April 2021. More information on tenants that have been announced for Waterside Place can be found by visiting www.lwrwaterside.com.

Lakewood Ranch Stewardship District: Northeast Sector

The northeast quadrant of Lakewood Ranch consists of approximately 3,853 gross acres and is planned to be developed into multiple residential and  commercial  tracts. Seven (7) tracts within the northeast quadrant have been sold to an affiliate of The Kolter Group, Taylor Morrison Homes, Lennar Homes, Pulte Home Company and a land bank entity on behalf of D.R. Horton.

The Kolter community is planned to include 648 residential units and is being marketed as a highly amenitized aged-restricted residential community known as "Cresswind Lakewood Ranch." Horizontal development activity within Cresswind Lakewood Ranch commenced in October 2018 and to date twenty-seven (27) homes have been sold and closed to retail buyers and an additional thirty-nine (39) homes are under contract with retail buyers

The Taylor Morrison community is planned for 1,825 single-family homes and is being marketed as "Azario." This neighborhood is an extension of their Esplanade development located within Lakewood Ranch just to the west and includes an eighteen (18) hole golf course. Initial development activity commenced in January 2019 and to date 107 homes are under contract with retail buyers and under construction.

The Lennar community is planned for 1,374 single-family homes and will be known as "Lorraine Lakes." The approximately 545 acres for this community was purchased by Lennar in the second quarter of 2019 with development activities commencing immediately thereafter. Home pre-sale activity commenced in July 2020 and as of August 31, 2020, ten
home sale contracts had been written.

The D.R. Horton community planned for 675 single-family residential units is being marketed as "Solera at Lakewood Ranch." Horizontal development activities in Solera at Lakewood Ranch commenced in December 2018 and seven (7) homes are under contract with retail buyers and under construction.

The Pulte community is planned for 472 units and will be known as "Sapphire Point." Pulte purchased the approximately 181 acres for this community in the fourth quarter of 2019 with development activities commencing immediately thereafter. Home sales are scheduled to commence in December 2020.

The Forestar community is planned for 1,500 residential units and is being marketed as "Star Farms." Forestar purchased the approximately 898 acres for this community in October 2020 with development activities anticipated to occur soon thereafter. The first phase is planned for 350 lots for which initial lot delivery is  anticipated to occur in the third quarter of 2021.

An additional tract of land planned for 512 residential units within the northeast quadrant is under contract with M/I Homes and is anticipated to close in the fourth quarter of 2020.

Sarasota Polo Club

Located in the southeastern portion of Lakewood Ranch is the Sarasota Polo Club. Facilities include nine (9) world-class polo fields, a regulation size arena, paddocks, stables and clubhouse. Five (5) to ten (10) acre parcels were sold directly to retail buyers for  custom home and horse stable construction. More information on the Sarasota Polo Club and the events held there can be found by visiting www.sarasotapolo.com.

Main Street

Main Street is a mixed-use development offering shopping, dining and luxury housing and is currently home to 113,000 square feet of boutique-style shops, upscale restaurants, residential condominiums and 44,700 square feet of distinctive, class-A office space. Situated along Lake Uihlein, Main Street is reminiscent of Princeton's Palmer Square or Tampa's Hyde Park Village. Currently, occupancy is running approximately  99%.

Main Street includes a wide variety of retail stores such as Vanessa Fine Jewelry, Naples Soap Company and more. The Ana Molinari Day Spa offers complete salon and spa services, along with a clothing line. Respected national retail chains such as Starbucks add a familiar feel to the mix.

Dining choices at Main Street vary from very elegant to casual and include the recently opened "Grove," an elegant restaurant with banquet facilities that will be operated by the owner of the long-time favorite Pier 22 on the Bradenton Waterfront. Other dining options at Main Street include Paris Bistro, Main Street Trattoria featuring Italian cuisine and El Lago Ranchero featuring Mexican cuisine. Main Street offers casual dining options including Pinchers Crab Shack, Fast N Fresh, Station 400 (family-oriented breakfast and lunch eatery), Ed's Tavern (a family friendly sports restaurant), and the dessert shop Big Olaf Ice Creamery. Other tenants include The Fish Hole, an eighteen (18) hole miniature golf course, Premier Sotheby's International Realty and Knot Awl Beads.

The Lakewood Ranch Cinema, an extension of the Sarasota Film Society, is a six (6) screen movie theater at Main Street offering first run Hollywood, foreign language and American independent films. The cinema offers state of-the-art film projection with Dolby- digital sound and stadium seating.

Main Street also features a multi-million-dollar condominium complex with sixty- four (64) upscale units. Residents can choose among the existing Lofts on Main, with its downtown Main Street location or two (2) offerings of lakefront units (one existing and one planned) that will overlook Lake Uihlein.

Town Center

Town Center is a 470-acre commercial development that is bounded on the south by the Manatee and Sarasota County line, on the east by Lakewood Ranch Boulevard, on the north by the River Club development and on the west by Interstate 75. It is estimated that more than 2,500 people are currently employed in Town Center which currently includes a mix of multi-family residential, office, commercial, retail and institutional uses. Such uses

include: approximately 500,000 square feet of occupied commercial and retail space including a Publix grocery store anchored shopping center, service stations, banks, drug stores, restaurants and hotels; 525 apartments; approximately 925,000 square feet of office space with in excess of 92% occupancy; and medical and institutional uses including a 120- bed hospital, an eighty (80) unit assisted living facility and medical offices. A Marriot Fairfield Inn & Suites and a Hyatt Place are within the Town Center next to the Interstate 75 entrance.

Corporate Park

Located in the southwestern portion of Lakewood Ranch is the Lakewood Ranch Corporate Park which is situated in the Lakewood Ranch Corporate Park DRI encompassing approximately 1,375 acres that are situated east of Interstate 75, south of University Parkway, west of the Sarasota Polo Club and north of vacant land. It is estimated that more than 4,000 people are employed in Corporate Park which includes a mix of office, commercial, retail, medical, religious and educational uses. Approximately  232 acres have been sold on which have been developed 1,450,000 square feet of office space including a community college, medical offices, a church and private school. Currently, occupancy within Corporate Park is running over 90%.

Commerce Park

Located just south of the northern boundary of Lakewood Ranch is the Lakewood Ranch Commerce Park, which encompasses approximately 900 acres that are situated just south of State Road 64 on the east and west side of Lakewood Ranch Boulevard. Commerce Park includes the Lakewood Ranch Business Park and acreage zoned as light industrial. Within Commerce Park, approximately 150 acres have been sold which comprises 532,500 square feet of space with approximately 95% occupancy, and includes a grocery store anchored shopping center, local retail space, banks, service station and restaurants, as well as office and light industrial space. Site improvements are in place for an additional 225,000 square feet. Also, the Lakewood Ranch Business Park, located in the southwest corner of Commerce Park, has site improvements in place for an additional 940,000 square feet.

Based upon information obtained by SMR from the Economic Development Council, Lakewood Ranch as a whole is currently exhibiting a rate of occupancy 10% greater than that of the Sarasota/Manatee County area as a whole. Such fact is primarily attributed to SMR's deliberate limitation of speculative sales in the various mixed-use areas located throughout Lakewood Ranch. A complete business directory for the Lakewood Ranch Town Center, Corporate Park and Commerce Park can be found on the Lakewood Ranch website by visiting www.lakewoodranch.com.

Educational and Religious Institutions

Lakewood Ranch offers, or is in close proximity to, educational facilities and religious institutions that include the following:

Pre School and Day Care

Located within Lakewood Ranch is Kids 'R' Kids Child Care Center ("KRK"), Primrose School, The Goddard School, The Learning Experience day care and Kiddie Academy which offers childcare for infants through school age children in a structured educational environment. KRK offers full day care, before and after school care and school holiday care including summer camp.

Elementary and Middle Schools

Located within Lakewood Ranch (adjacent to Summerfield/Riverwalk) are the Braden River Elementary School and Braden River Middle School, among the highest academically rated elementary and middle schools, respectively, in the Manatee and Sarasota two (2) county area. Located in Greenbrook East is McNeal Elementary School which opened in August 2003, and R. Dan Nolan Middle School which opened in 2004. Adjacent to Country Club East and The Lake Club is Willis Elementary School, which opened in late 2005. East of Lakewood Ranch Boulevard, between State Road 70 and State Road 64, is B. D. Gullett Elementary School which opened in 2007. Imagine School, a charter school with both elementary and middle school grade levels, opened in 2009 south of State Road 64 and west of Lakewood Ranch Boulevard. Further, a future middle school is planned next to B. D. Gullett Elementary School.

High School

Located within Lakewood Ranch on Lakewood Ranch Boulevard between State Road 70 and State Road 64 is the Lakewood Ranch High School ("LRHS"), a state-of-the-art facility that opened in 1998. LRHS is Manatee County's first school designed and built specifically as a high school.  Situated on 104 acres donated by SMR, the school's next-door neighbor is a regional county park. In addition, Manatee County purchased 150 acres  from SMR in 2007 for a second Lakewood Ranch High School complex to be located north of State Road 64 and adjacent to the eastern boundary of Lakewood Ranch. Pursuant to a land exchange contract, that high school  site will be relocated south to a site next to the Premier Sports Campus.

Private/Preparatory Schools

The Out of Door Academy, a prestigious private school since 1924, opened its high school at Lakewood Ranch in 1997 and now also includes middle school classes. The academy provides a college preparatory curriculum, with a full range of academic courses, including honors and advanced placement classes. Pinnacle Academy which serves the educational needs of autistic children, is located near the southeast corner of State Road 70 and Lorraine Road.

Undergraduate/Graduate/Continuing Education

Keiser University and Everglades University as well as a satellite campus for State College of Florida are located in Lakewood Ranch. The Lake Erie School of Osteopathic Medicine is also located in Lakewood Ranch and has expanded their campus to include dental and pharmacy schools. Located close by are other campuses for State College of Florida which are also expanding, University of South Florida/New College and other campuses in Tampa and St. Petersburg.

Religious Institutions

Currently located within Lakewood Ranch are several places of worship including churches of the Lutheran, Episcopal, Catholic, Methodist, Jewish, Presbyterian and Baptist denominations.

Medical Facilities

Lakewood Ranch offers a myriad of medical facilities that include the following:

120-bed for-profit Lakewood Ranch hospital with emergency room with two adjacent medical office buildings with combined medical office space of more than 200,000 square feet.
Extensive and multiple dental, general practice, pediatrician and specialist medical facilities.

Premier Sports Campus

The Premier Sports Campus ("PSC"), a Manatee County owned and operated multi- purpose sports complex, is situated on approximately 145 acres located off State Road 70 East of Lorraine Road. Since opening in 2011, the PSC has hosted over 500,000 players, coaches and officials, hosting a variety of amateur, professional and world-class events including soccer, lacrosse, field hockey, rugby, archery, senior games, Ultimate Frisbee, Special Olympics, flag football, youth football and Frisbee golf. Features and  events include:

A $5 million complex with twenty-two (22) FIFA regulation full-sized soccer fields, mixed use fields, including eight (8) fully lighted for night play, a 4,000-seat stadium around the main field with scoreboard, concession stand, bathrooms, locker rooms and meeting rooms.
Features Celebration grass and a state-of-the-art underground irrigation system.
A three (3) year agreement with the United States Soccer Federation, hosting the US Soccer Winter Showcase and Nike International Friendlies. This is the Country's most prestigious Youth Soccer Event, attracting 25,000 people with an approximate economic impact of $11 million.
Host the annual Labor Day Soccer Tournament with over 300 teams and an approximate economic impact of $15 million.

Host the largest annual Preseason High School Lacrosse in America, with 250 teams.
Various professional camps in both soccer and Lacrosse.
Averaging twenty-five (25) events annually with seven (7) or more attracting over 7,000 people.
Average 1,000 parents and players each night in a variety of league play.
Five (5) full time tenants in soccer, football, and lacrosse.
The Lakewood Ranch Chargers club league (soccer) and Lakewood Ranch Monster Lacrosse.

NORTHEAST SECTOR

Overview

The northeast quadrant of Lakewood Ranch consists of approximately 3,853 gross acres (the "Northeast Sector") and is planned to be developed into multiple residential and commercial tracts.  The Northeast Sector is located entirely within Manatee County and  the boundaries of the District and is bounded on the north by State Road 64, on the south by State Road 70, on the west by Lorraine Road and on the east by the future Bourneside Boulevard. The four (4) major roadways serving the Northeast Sector include State Road 70, State Road 64, Lorraine Road and Bourneside Boulevard. Additional access ways include Uihlein Road, Rangeland Parkway, 44th Avenue East and Post Road. The lands within the Northeast Sector are currently planned to include approximately 7,831 residential units, eighty-five (85) acres planned for approximately 627,000 square feet of commercial space, parks and 120 acres planned for a public K-8 school and high school.
The acreage constituting the Northeast Sector is a portion of the lands purchased in 1922 by the Uihlein family and the unsold portions are owned by SMR Northeast, LLC (the "Landowner"), a Florida limited liability company and wholly owned subsidiary of SMR. There are currently no mortgages on the land within the Northeast Sector owned by the Landowner. It is the intent of the Landowner to sell undeveloped tracts of land to (a) developers/homebuilders for them to develop such tracts into finished lots for home construction thereon, (b) apartment builders, (c) developers of mixed-use properties for them to develop and sell finished parcels to commercial, retail or office end-users, and (d) commercial, retail or office end-users. Such purchasers will then develop the on-site infrastructure required for each respective tract. As more fully described herein under the subheading "– Land Sale/Contract Activity," the Landowner has sold and closed on seven
development tracts and has entered into a purchase and sale agreement with a homebuilder/developer for the sale of one (1) additional development tract. Such tracts include Tracts A, B, D, E, F, G, H and I within the Northeast Sector, totaling in aggregate 3,452 acres planned for 6,931 units (herein referred to as the "Contracted Tracts"). Please refer to APPENDIX G – NORTHEAST SECTOR PARCEL MAP for a map depicting the referenced parcels.
Land Use Plan

The lands within the Northeast Sector are intended to be developed into seven (7) neighborhoods and various apartment and commercial tracts. The information appearing  in the table below illustrates the current land use plan for the residential and commercial

portions of the Northeast Sector, which information is subject to change. Further, please refer to APPENDIX G – NORTHEAST SECTOR PARCEL MAP for a map depicting the parcels referenced below.

		Single-Family		Age-Restricted					
Tract		(attached and detached)		(attached and detached		Apartments		Retail	
Tract A*		1,750		-		-		-	
Tract B		1,374		-		-		-	
Tract C		-		-		200		-	
Tract D		472		-		-		-	
Tract E		675		-		-		-	
Tract F		-		648		-		-	
Tract G		512		-		-		-	
Tracts H & I		1,500		-		-		-	
Tract J		-		-		700		-	
Commercial C1		-		-		-		183,563	
Commercial C2		-		-		-		91,782	
Commercial C3		-		-		-		110,138	
Commercial C4		-		-		-		150,000	
Commercial C5		-		-		-		91,782	
High School		-		-		-		-	
K-8 School		-		-		-		-	
Total		6,283		648		900		627,265	

The Tract A developer is currently under negotiations with the Landowner to purchase an additional nineteen
acres which will extend the eastern boundary of Tract A to Uihlein Road. Pending consummation of the purchase of such lands, Tract A will include 1,011 acres planned for 1,825 single-family units. A modification to the zoning ordinance has been submitted to the County to allow for a minimum of 1,825 single-family residential units planned within the expanded Tract A boundaries.

Development Agreement

On March 6, 2018, the Landowner and the County entered into a Local Development Agreement (the "Development Agreement") that governs the entire Northeast Sector. The Northeast Sector has a Manatee County Comprehensive Plan designation of MU-C which allows for it to be developed with a variety of land uses and densities. As previously discussed, the Landowner intends on dividing the Northeast Sector into various development tracts for sale to developers and/or homebuilders. However, the County has established traffic concurrency requirements for the entire Northeast Sector.

Per the Development Agreement, the Landowner is required to complete certain transportation improvements prior to or in conjunction with the development of the Northeast Sector to meet County concurrency requirements. The Development Agreement does allow for a proportionate share contribution to be made by the Landowner in lieu of such transportation improvements. However, it is the current intent that the Landowner will construct and dedicate the following roadways identified as thoroughfares and the right of way of each to the County (the "Mitigation Improvements") to mitigate  the transportation impacts of the proposed development within the Northeast Sector:

Construct Uihlein Road from its current northern terminus at the north end of the Lakewood National development to State Road 64 as a four-lane divided roadway within a 120-foot right of way.

Construct 44th Avenue East Extension from Lorraine Road to Bourneside Boulevard as a four-lane divided roadway within a 120-foot right of way.

Dedicate 120 feet of right of way for Bourneside Boulevard from the northern entrance of Lakewood National to State Road 64 to accommodate build-out as a four-lane divided roadway within a 120-foot right of way. The construction of Bourneside Boulevard as a two-lane road shall not be considered a Mitigation Improvement because it serves as site-related access for the Northeast Sector.

The total Mitigation Improvements costs excluding dedicated road right of way as identified in the Development Agreement are estimated at $48.6 million. Such costs are included within the scope of the Northeast Sector Project and include the construction of storm water ponds. The dedicated right of way value is estimated at $6.6 million and is not included as part of the Northeast Sector Project.

Additional roadway improvements (the "Initiated Improvements" and together with the "Mitigation Improvements," the "Northeast Sector Improvements") required under the Development Agreement to be initiated by the Landowner to enhance the development value of the Northeast Sector rather than mitigate against transportation impacts are identified below. The costs of such roadways, which are to be dedicated to the County, are included within the scope of the Northeast Sector Project.

Rangeland Parkway from Lorraine Road to Bourneside Boulevard as a four- lane divided roadway within a 120-foot right of way.

Bourneside Boulevard as a two-lane roadway within the right of way.

Post Road, as a four-lane facility with a 120-foot right of way, from its current terminus at 59th Avenue East to Rangeland Parkway.

Construction of the aforementioned Northeast Sector Improvements have a required completion date of three (3) years from receiving County approval for zoning of the first development tract, subject to extensions. As further described herein, Tract F obtained rezoning approval from the County on April 5, 2018, making the proposed completion date April 2021. Failure to meet the completion date will result in a suspension of the certificate level of service ("CLOS") for all development tracts until completion of such improvements.

A CLOS for transportation, recreational/open space, solid waste, and storm water is provided upon approval of final site plan for each development tract or a portion thereof and has an expiration date on the earlier of December 31, 2032 or ten (10) years from the date of issuance of the CLOS for each respective development tract.

In addition, if an increase in the proposed development use occurs within a development tract or to the overall projected development use and approval is granted by the County for such increase, a separate traffic or impact analysis may be required which

may result in additional concurrency requirements to mitigate transportation impacts by the proposed increase and thus delay the issuance of a CLOS. While the lands within the Northeast Sector have a Manatee County Comprehensive Plan designation of MU-C, each of the various tracts must undergo approval through the County's normal zoning and site plan approval process. As more fully described herein under the subheading "– Land Sale/Contract Activity" and as summarized in the chart below, the contract purchasers for the Contracted Tracts have received rezoning approval.

Tract		Rezoning Approval Date		# Approved Units	
Tract A*		October 2018		1,750	
Tract B		October 2018		1,500	
Tract D		August 1, 2019		475	
Tract E		June 2018		675	
Tract F		April 2018		651	
Tract G		July 2020		512	
Tracts H & I		June 2020		1,500	

* The Tract A developer is currently under negotiations with the Landowner to purchase an additional nineteen (19) acres which will extend the eastern boundary of Tract A to Uihlein Road. Pending consummation of the purchase of such lands, Tract A will include 1,011 acres planned for 1,825 single-family units. A modification to the zoning ordinance has been submitted to the  County to allow for a minimum of 1,825 single-family residential units planned within the expanded Tract A boundaries.
Certain of the Northeast Sector Improvements identified above are subject to transportation impact fee credits in an amount not to exceed $42,500,000. The  Development Agreement provides for transportation impact fee credits for dedications and improvements to the thoroughfare network related to the Northeast Sector Improvements including the dedication of storm water facilities constructed with easements related to such roadway improvements. The Landowner can initially only use the impact fee credits  as proportionate share contributions to obtain a further extension of the CLOS for development tracts inside the Northeast Sector or an extension or mitigation of the CLOS for other developments outside of the Northeast Sector but within the impact fee district. Upon reaching certain building permit thresholds, the transportation impact fee credits can also be applied towards offsetting impact fees owed and refunding impact fees paid for development tracts within the Northeast Sector.

SMR North 70, LLC, an affiliate of the Landowner, previously possessed other transportation impact fee credits pursuant to the Northwest Sector/Lakewood Centre Local Development Agreement that provides the right to use such surplus credits for the purpose of extending the CLOS in the development tracts within the Northeast Sector or assign such surplus credits to the landowner/developer of such development tracts. Currently,
$7,438,900 of surplus credits has been assigned to the Landowner who has in turn, pursuant to the Development Agreement, transferred back such credits to the County so that the County can use the impact fees that such credits would otherwise offset towards other improvements needed to the thoroughfare network within the same impact fee benefit district.

Permitting

In efforts to sell undeveloped tracts of land to developers/homebuilders and meet County concurrency requirements governed by the Development Agreement, the Landowner has undertaken a separate initiative to obtain permitting for site construction of the Northeast Sector Project which includes all or a portion of the construction and/or extension of Rangeland Parkway, Post Road, 44th Avenue, Uihlein Road and Bourneside Boulevard. The Engineer's Report attached hereto as APPENDIX A provides a detail of the permits that have been obtained and those that are pending.

Upon issuance of the 2020 Bonds, the District Engineer will certify that any permits and approvals necessary for the infrastructure specific to the Northeast Sector Project that have not previously been obtained are expected to be obtained in the ordinary course of business.

In addition to the permits required for the Northeast Sector Project, permits for the development of the infrastructure for each of the tracts are required to be obtained. Each of the contract purchasers of the Contracted Tracts have obtained permits or are in the process of obtaining permits to provide for the development of each of their respective tracts.

Environmental Matters

The Landowner has owned the acreage in the Northeast Sector since the 1920's and therefore is aware of the utilization of the land from that time to present day. Accordingly, the Landowner has not commissioned an environmental site assessment for the acreage within the Northeast Sector. However, each entity that has purchased or is currently  under contract to purchase the property within the Northeast Sector commissioned an environmental site assessment during the inspection periods provided for in their respective purchase and sale contracts. None of the contract purchasers have conveyed to the Landowner any findings of environmentally recognized conditions.

District Infrastructure/Finance Plan

The District Engineer has prepared the Engineer's Report attached hereto as APPENDIX A describing the Northeast Sector Project which is estimated to cost approximately $84.7 million. The Northeast Sector Project includes the expansion and construction of certain roadways within the Northeast Sector, namely, Uihlein Road, Rangeland Parkway, Bourneside Boulevard, 44th Avenue and Post Road, as required by the Development Agreement. The roadway costs identified include roads, drainage, utilities, lighting, landscaping and entry features. While the Northeast Sector Project includes multiple roadway segments and associated improvements, it is currently intended to be constructed continuously until fully completed rather than in phases with completion expected by April 2021, as required by the Development Agreement. To facilitate this, the District has issued multiple Series of Bonds throughout the construction process for the Northeast Sector Project as further described herein.

In September 2017 and during the engineering, design and permitting stages of the Northeast Sector Project, the District obtained interim financing for the Northeast Sector

Project in the form of a revolving line of credit facility provided by Florida Community Bank, N.A., in the initial amount of not to exceed $45 million which has since been reduced to $33 million. The line of credit is secured by the District’s Bond Anticipation Note, Series 2017 (Northeast Sector Project) (the "2017 Note"). The 2017 Note accrues interest at 4.25% and matures on September 8, 2022. Currently, there is no outstanding balance on the 2017 Note. The 2017 Note is secured by special assessments levied on the unsold portion of the lands within the Northeast Sector with extinguishment of such lien as tracts of land are sold.

The District previously issued its $14,985,000 Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1A) (the "2018 Phase 1A Bonds") on August 21, 2018, to repay, together with proceeds on hand, $9.7 million outstanding under the 2017 Note that previously funded a portion of the Northeast Sector Project and to construct additional portions of the Northeast Sector Project in the approximate amount of $5.0 million (the "Northeast Sector Project – Phase 1A"). Upon issuance of the 2018 Phase 1A Bonds and subsequent repayment of the outstanding principal balance of the 2017 Note, the lien of the 2017 Note was extinguished on the lands on which the special assessments securing the 2018 Phase 1A Bonds were initially levied.  Such tracts included Tracts A, B,  E and F, totaling 2,065 acres, all of which were under contract with various landowners at the time of issuance of the 2018 Phase 1A Bonds. The 2018 Phase 1A Bonds were sized to correspond with the amount of special assessments allocable to Tracts E and F.

The District subsequently issued its $36,185,000 Special Assessment Revenue Bonds, Series 2018 (Northeast Sector Project – Phase 1B) (the "2018 Phase 1B Bonds") on December 10, 2018, to fund additional portions of the Northeast Sector Project in the approximate amount of $33.3 million (the "Northeast Sector Project – Phase 1B"). The 2018 Phase 1B Bonds were sized to correspond with the amount of special assessments allocable to Tracts A and B. As described further herein under the subheading "– The Assessment Areas," the development plan for Tract A has since been revised to include an additional 140 residential lots. Such lots are not subject to the special assessments securing the 2018 Phase 1B Bonds but will be subject to the Series 2020 Assessments securing the 2020 Bonds as further discussed herein.

Further, the District issued its $5,585,000 Special Assessment Revenue Bonds, Series 2019 (Northeast Sector Project – Phase 2A) (the "2019 Phase 2A Bonds") to construct additional portions of the Northeast Sector Project in the approximate amount of $5.1 million. The 2019 Phase 2A Bonds are secured by special assessments levied on Tract D within the Northeast Sector which was sold to Pulte Homes and is planned for the development of 472 residential lots. In accordance with the terms of the 2017 Note, upon sale of Tract D to Pulte Homes, the lien of the 2017 Note was released on Tract D.

The District recently issued its $17,755,000 Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2B) (the "2020 Phase 2B Bonds") to retire the entire outstanding balance of the 2017 Note and fund additional portions of the Northeast Sector Project in the estimated amount of $2.6 million. The 2020 Phase 2B Bonds are secured by special assessments levied on Tracts H and I within the Northeast Sector which were sold to Forestar and planned for the development of 1,500 residential lots.

As previously noted, proceeds of the 2020 Bonds will be utilized to construct additional portions of the Northeast Sector Project in the estimated amount of $7.0 million. That portion of the Northeast Sector Project to be funded with proceeds of the 2020 Bonds is referred to herein as the "Northeast Sector Project – Phase 2C." As described further herein under the subheading "– The Assessment Areas," the 2020 Bonds will ultimately be secured by the Series 2020 Assessments levied on Tract G which is under contract with M/I Homes (hereinafter defined) and planned for the development of 512 residential lots together with the additional 140 residential lots planned within Tract A within the Northeast Sector which are not subject to special assessments securing the 2018 Phase 1B Bonds.

As previously stated herein, the District does not intend to issue any additional Series of Bonds to fund additional portions of the Northeast Sector Project. The Landowner and the District have previously entered into a Completion Agreement whereby the Landowner agreed to complete any portion of the Northeast Sector Project not funded with proceeds of the 2020 Bonds.

District Infrastructure Status

As discussed above, through funding via the 2017 Note, the 2018 Phase 1A Bonds, the 2018 Phase 1B Bonds, the 2019 Phase 2A Bonds and the 2020 Phase 2B Bonds, the District has contracted for and undertaken certain engineering, permitting, design and construction activities for certain portions of the Northeast Sector Project. The narrative below provides a summary of such activity as well as a projected construction schedule for the roadway segments included in the Northeast Sector Project.

44th Avenue East (Lorraine Road to Bourneside Blvd.) – Construction commenced in June 2018 and was completed in September 2020.

Bourneside Blvd N (Lakewood National to State Road 64) –  Construction commenced in August 2018 and was completed in July 2020.

Rangeland Parkway (Lorraine Road to Uihlein Road) & Post Rd. – Construction commenced in December 2018 and is expected to be completed in December 2020.

Uihlein Road (44th Ave East to State Road 64) – Construction commenced in November 2019 and is expected to be completed in November 2020.

Uihlein Road (Lakewood National to 44th Avenue East) and Rangeland Parkway (Uihlein Road to Bourneside Road) – Construction commenced in April 2018 and was completed in July 2019.

Utilities

Water and sewer for the Northeast Sector will be provided by the County. Further, re-use will be provided by Braden River Utilities which is owned by an affiliate of SMR. Electric power will be provided by Peace River Electric Company and gas service will be provided by Tampa Electric Company.

Land Sale/Contract Activity

As previously discussed herein, it is the intent of the Landowner to sell undeveloped tracts of land to developers/homebuilders for them to develop such tracts into finished lots for home construction thereon, in the case of the residential parcels. To date, the Landowner has sold and closed on seven (7) residential tracts totaling 3,192 acres planned for 6,419 residential units. Further, the Landowner has entered into a contract for the sale of one (1) additional residential tract totaling 260 acres planned for 512 residential units. The table below illustrates certain information pertaining to the aforementioned land sales and contract activity to date.

Tract		
Purchaser		Est. Acres		
Land Use		Est. Units	
Pending Contracts
Tract G		
M/I Homes		
260		
Single-Family		
512	
Subtotal				260				512	
Closed Contracts
Tract A (1)		
Taylor Morrison of Florida, Inc.		
992		
Single-Family		
1,750	
Tract B		Lennar Homes, LLC		545		Single-Family		1,374	
Tract D		Pulte Home Company		229		Single-Family		472	
Tract E		Solera Landco, LLC		278		Single-Family		675	
Tract F		KH Lakewood Ranch, LLC		250		Single-Family		648	
Tract H & I		Forestar (USA) Real Estate Group, Inc.		898		Single-Family		1,500	
Subtotal				3,192				6,419	
Total				3,452				6,931	

The narrative below provides a summary of the contract activity within the Northeast Sector subject to the Series 2020 Assessments as well as the biography of the contract purchaser, which information has been obtained from their website. While the terms of the purchase and sale contract is subject to change until closing, the Landowner does not anticipate any changes to the terms of the sales contract that will significantly impact the sale of such land.

Tract G

M/I Homes of Sarasota, LLC ("M/I Homes"), an affiliate of M/I Homes Inc., has entered into a purchase and sale contract with the Landowner for the purchase of approximately 260 acres comprising Tract G of the Northeast Sector (the "M/I Homes Contract"). The purchase price is $7,500,000 calculated as 5% of the average retail sales price times the total number of developed housing units which is estimated to be [500] residential units. An initial deposit of $25,000 was made at the execution of the M/I Homes Contract followed by $175,000 within ten (10) days of the commencement of the approval period following the end of the inspection period, all of which will be credited to the fixed purchase price at closing. Additional consideration will be paid to the Landowner in the amount of 10.5% of the sales price of a completed home less a credit calculated using the purchase price less the aggregate of all applied credits divided by unsold homes.
The M/I Homes Contract stipulates that M/I Homes will actively seek to obtain entitlements during a one (1) year period following the inspection period which ended on

[ 	]. Additionally, the M/I Homes Contract sets forth certain conditions to be met prior to the closing date including, without limitation, completing construction of (a) 44th Avenue from Lorraine Road to Bourneside Boulevard, (b) Uihlein Road from 44th Avenue South to SR 70, and (c) potable water and sanitary sewer service necessary to serve the development within Tract G. If the conditions of closing are not met, M/I Homes can elect  to terminate the M/I Homes Contract and receive a full refund of the deposit. Based on timing and closing conditions set forth in the M/I Homes Contract, the Landowner anticipates closing will occur no later than December 31, 2020.
On July 22, 2020, M/I Homes received rezoning and preliminary site plan approval from the County for Tract G for up to 512 residential units (single-family detached and semi-detached units). The marketing name for Tract G is "Sweetwater." The zoning ordinance sets forth certain stipulations pertaining to design and land use, storm water, environmental and utilities. Below is a description of certain of those stipulations.
Design and Land Use

Provide notice to prospective buyers of the planned thoroughfares adjacent to the project and potential noise associated with the planned roadways.
Provide notice to prospective buyers of certain internal streets within the subdivision that will be privately owned and maintained by the Homeowner's Association.
Provide notice to prospective buyers of active agriculture operations in the area and their potential impacts.
Final Site Plan (FSP) review and approval is required for any recreational area/amenity center.

Utilities

Mandatory connection to the County water and wastewater system. The cost of connection, including design, permitting and construction of off- site extensions of lines, shall be responsibility of the landowner.

Environmental

All other applicable state and federal permits must be obtained prior to commencing development.
The developer shall provide an updated study for threatened and endangered plant and animal species prior to FSP approval.
If wells are encountered, a Well Management Plan for the proper protection and abandonment of existing wells shall be submitted for approval prior to recommencing construction activities.
No lots shall be platted through post-development wetlands, wetland buffers or upland preservation areas.

M/I Homes, Inc., was founded in 1976 and has built homes for over 120,000 homeowners. M/I Homes, Inc., is one of nation's leading builders of single-family homes serving a broad segment of the housing market including first-time, move-up, luxury and

empty nester buyers. M/I Homes, Inc., trades on the New York Stock Exchange under the symbol MHO. As a publicly traded company on the New York Stock Exchange, M/I Homes, Inc., is subject to the informational requirements of the Securities and Exchange Commission Act of 1934, as amended (the "SEC Act"), and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (the "SEC"). The registration statement and other SEC filings are available at the SEC's website at www.sec.gov and at the SEC's Public Reference Room at the SEC's Headquarters, located at 100 F Street, NE, Washington, D.C. 20549. All documents subsequently filed by M/I Homes, Inc., pursuant to the requirements of the SEC Act after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above.

Tract A

Taylor Morrison of Florida, Inc ("Taylor Morrison") previously acquired approximately 992 acres currently constituting Tract A from the Landowner on December 21, 2018, for a fixed purchase price of $39,299,208. An additional purchase price will be paid to the Landowner equal to 10.5% of the sales price of a completed home less a credit calculated using the purchase price less the aggregate of all applied credits divided by unsold homes.

Taylor Morrison is currently in negotiations with the Landowner to purchase a parcel of land located within the Northeast Sector boundaries just outside of the northeast corner of Tract A (the "Expansion Parcel") where it is well underway with its Azario Esplanade and Azario Park East neighborhoods. Pending consummation of the purchase of the Expansion Parcel, the eastern boundary of Tract A will be extended to Uihlein Road to include approximately nineteen (19) acres planned for fifty-seven (57) additional residential units within the development. Upon successful expansion of the development's boundaries and the zoning modification discussed herein, Tract A will consist of 1,011 acres planned for 1,825 single-family units. Consummation of the purchase of the Expansion Parcel is contingent on the rezoning amendment approval for Tract A. Tract A received rezoning and preliminary site plan approval from the County thereby allowing the development of up to 1,750 single-family residential units. However, Taylor Morrison has submitted for a modification to the zoning ordinance to allow for a minimum of 1,825 single-family residential units planned within the expanded Tract A boundaries. See "– The Assessment Areas – 2020 Assessment Area" below for a discussion of proceeds of the 2020 Bonds to be held in the Retainage Subaccount in the 2020 Acquisition and Constriction Account until such time as the rezoning is complete.

The parent company of Taylor Morrison is Taylor Morrison Home II Corporation, a direct wholly owned subsidiary of the holding company Taylor Morrison Home Corporation. Taylor Morrison Home Corporation trades on the New York Stock Exchange under the symbol TMHC. Taylor Morrison Home Corporation's principal business is residential homebuilding with operations focused in Arizona, California, Colorado, Florida and Texas. Taylor Morrison Home Corporation is subject to the informational requirements of the SEC Act and in accordance therewith files reports, proxy statements, and other information with the SEC. The file number for Taylor Morrison Home Corporation is No. 001-35873. Such reports, proxy statements, and other information is available at the SEC's website at www.sec.gov and at the SEC's Public Reference Room at the SEC's Headquarters, located

at 100 F Street, NE, Washington, D.C. 20549. All documents subsequently filed by Taylor Morrison Home Corporation pursuant to the requirements of the SEC Act after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above.

The Assessment Areas

2018 Phase 1A Bonds

The District previously issued the 2018 Phase 1A Bonds to repay the District's then outstanding balance under the 2017 Note as well as to fund additional portions of the Northeast Sector Project. The 2018 Phase 1A Bonds were sized to correspond with the amount of special assessments allocable to Tracts E and F per the allocation set forth in the Assessment Report, which prescribes the assignment of special assessments from a per acre amount to a per unit amount upon the sale of property with specific entitlements transferred thereto or platting. Tracts E and F have since sold and closed to Solera Landco, LLC, the land banking entity for D.R. Horton, and Kolter, respectively, and the special assessments securing the 2018 Phase 1A Bonds have subsequently been allocated on a per unit basis to Tracts E and F.

2018 Phase 1B Bonds

The District subsequently issued its 2018 Phase 1B Bonds to fund additional portions of the Northeast Sector Project in the approximate amount of $33.3 million. The 2018 Phase 1B Bonds were levied on an equal per acre basis on the approximately 1,537 acres that constitute Tracts A and B. The 2018 Phase 1B Bonds were sized to correspond with the amount of special assessments allocable to Tracts A and B per the allocation set forth in the Assessment Report, which prescribes the assignment of special assessments from a per acre amount to a per unit amount upon the sale of property with specific entitlements transferred thereto or platting. Tracts A and B have since been sold  and closed to Taylor Morrison and Lennar, respectively, and the special assessments securing the 2018 Phase 1B Bonds have been allocated to such tracts on a per unit basis accordingly. At the time of issuance of the 2018 Phase 1B Bonds, the development plan for Tract A only contemplated the development of 1,685 residential units and as such the 2018 Phase 1B Bonds were sized to correspond with the amount of special assessments allocable to 1,685 single-family residential units within Tract A. The development plan for Tract A has since been revised to include an additional 140 residential lots. Such lots are not subject to the special assessments securing the 2018 Phase 1B Bonds but will be subject to the Series 2020 Assessments securing the 2020 Bonds as further discussed herein.

2019 Phase 2A Bonds

Additional portions of the Northeast Sector Project were funded with proceeds of the 2019 Phase 2A Bonds in the approximate amount of $5.1 million. The 2019 Phase 2A  Bonds were initially levied on an equal per acre basis on all of the unsold and unplatted properties within the Northeast Sector totaling 1,696 acres. The 2019 Phase 2A Bonds  were sized to correspond with the amount of special assessments allocable to Tract D planned for 472 single-family residential units per the allocation set forth in the Assessment Report, which prescribes the assignment of special assessments from a per acre

amount to a per unit amount upon the sale of property with specific entitlements transferred thereto or platting. Tract D has since sold and closed to Pulte Homes and the special assessments securing the 2019 Phase 2A Bonds have been allocated in their entirety to Tract D.

2020 Phase 2B Bonds

The District recently issued its Phase 2B Bonds to retire the entire outstanding balance of the 2017 Note and fund additional portions of the Northeast Sector Project in the estimated amount of $2.6 million. The 2020 Phase 2B Bonds were initially levied on an equal per acre basis on all of the unsold and unplatted properties within the Northeast Sector totaling 1,333 acres. The Series 2020 Phase 2B Bonds were sized to correspond with the amount of special assessments allocable to Tracts H and I planned for 1,500 single- family per the allocation set forth in the Assessment Report, which prescribes the assignment of special assessments from a per acre amount to a per unit amount upon the sale of property with specific entitlements transferred thereto or platting. Tracts H and I have since sold and closed to Forestar and the special assessments securing the 2020 Phase 2B Bonds have been allocated in their entirety to Tracts H and I.

2020 Assessment Area

The Series 2020 Assessments securing the 2020 Bonds will initially be bifurcated and levied over all assessable lands within each distinct development tract, Tract A and Tract G, on an equal acreage basis (the "2020 Assessment Area"). The 2020 Bonds will ultimately be secured by the Series 2020 Assessments levied on Tract G which is under contract with M/I Homes and planned for the development of 512 residential lots together with the additional 140 residential lots planned within Tract A which are not subject to special assessments securing the 2018 Phase 1B Bonds.

The Series 2020 Assessments securing the 2020 Bonds as it relates to Tract G will initially be levied over all assessable lands within Tract G consisting of 260 acres on an equal acreage basis. The 2020 Bonds have in part been sized to correspond with the  amount of special assessments allocable to Tract G planned for 512 single-family  residential units per the allocation set forth in the Assessment Report, which prescribes the assignment of the Series 2020 Assessments from a per acre amount to a per unit amount upon the sale of the property with specific entitlements transferred thereto or platting. Accordingly, Tract G is currently under contract with M/I Homes and upon successful consummation of the sale of Tract G, the Series 2020 Assessments levied in connection with the 2020 Bonds will then be allocated on a per lot basis within such development tract. Based on the development plan for Tract G, approximately $6.1 million of the principal amount of the Series 2020 Assessments will be allocated to Tract G.

As previously noted, at the time of issuance of the 2018 Phase 1B Bonds, the development plan for Tract A only contemplated the development of 1,685 residential units and as such the 2018 Phase 1B Bonds were sized to correspond with the amount of special assessments allocable to 1,685 single-family residential units within Tract A. However, upon County approval of the amended zoning ordinance and purchase of the Expansion Parcel, Tract A will consist of 1,011 acres planned for 1,825 single-family residential units resulting in an additional 140 residential units that were not originally contemplated at the

time of the issuance of the 2018 Phase 1B Bonds. Development activities have commenced within Tract A and a portion of the lands have been platted and assigned special assessments levied in connection with the 2018 Phase 1B Bonds. The Series 2020 Assessments securing the 2020 Bonds as it relates to Tract A (inclusive of the Expansion Parcel) will initially be levied on all 749 undeveloped acres within the expanded Tract A boundaries on an equal acreage basis. Upon platting of the 1,685 residential lots originally contemplated within Tract A, a portion of the Series 2020 Assessments securing the 2020 Bonds related to Tract A will be assigned to the undeveloped acreage planned for the additional 140 residential lots within such development tract. Upon development completion and platting of the 140 additional residential lots planned in the expanded Tract A boundaries, the Series 2020 Assessments will be assigned to such lots. Based on the current development plan for Tract A which includes the additional 140 residential units, approximately $1.7 million of the principal amount of the Series 2020 Assessments will be allocated to Tract A.

Tract A is currently planned for 1,825 residential units, inclusive of the density planned within the Expansion Parcel. Tract A previously received rezoning and preliminary site plan approval from the County for the development of up to 1,750 single- family residential units. As discussed herein, Taylor Morrison has submitted for a modification to the zoning ordinance to accommodate the additional planned density. Thus, upon issuance of the 2020 Bonds, approximately $[ ] of net proceeds will be deposited and held in the Retainage Subaccount in the 2020 Acquisition and Constriction Account established for the seventy-five (75) residential lots pending zoning approval. The proceeds held in the Retainage Account, together with the allocable share of the 2020 Reserve Account, represent an amount equal to the principal amount of the 2020 Bonds allocated to the seventy-five (75) lots planned within Tract A and the interest coming due on November 1, 2021, on such principal amount of the 2020 Bonds. To the extent modification to the zoning ordinance have not been completed by September 15, 2021, the monies held in the Retainage Subaccount (together with proceeds from the 2020 Reserve Account) will be transferred to the 2020 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the 2020 Bonds applicable to the seventy-five (75) lots.

Schools

Based upon current school zoning, children residing in the Northeast Sector would generally attend B. D. Gullett Elementary School, R. Dan Nolan Middle School and Lakewood Ranch High School, all 'A' rated schools for 2019 according to the Florida Department of Education.

Marketing

SMR and its affiliates undertake a comprehensive marketing effort for Lakewood Ranch in its entirety and estimate that their calendar year 2020 marketing expenditures will be approximately $9.0 million. Such expenditures are primarily funded with a 3% marketing fee each developer/homebuilder, inclusive of those that will purchase lands within the Northeast Sector, is required to pay upon the closing of the sale of a new home in Lakewood Ranch. Further, it is anticipated that each of the tract developers in the Northeast Sector will employ their own marketing efforts to market their respective neighborhoods.

Fees and Assessments

Each homeowner residing in the 2020 Assessment Area will pay annual taxes, assessments and fees on an ongoing basis as a result of their ownership of property within the District, including ad valorem property taxes, HOA fees, Series 2020 Assessments, and administrative, operation and maintenance assessments levied by the District as described in more detail below.

Property Taxes. The 2019 millage rate for the area of the County where the Development is located is approximately 15.6694 mills. Accordingly, by  way of example, the annual property taxes for a $350,000 taxable value home would be $5,484.

Homeowner's Association Fee. All homeowners will be subject to annual homeowner's association ("HOA") fees for architectural review, deed restriction enforcement, as well as operation and maintenance of the HOA-owned facilities located within the respective neighborhoods planned in the Northeast Sector. The HOA fees will vary annually based on the adopted budget by the HOA for a particular year. Each neighborhood within the Northeast Sector will carry its own HOA fee specific to its community.

District Special Assessments.

All homeowners residing in the 2020 Assessment Area will be subject to the Series 2020 Assessments levied in connection with the 2020 Bonds. In addition to the Series 2020 Assessments, all homeowners will be subject to annual operations and maintenance assessments ("O&M Assessments") levied by the District, which are derived from the District's annual budget and are subject to change each year. The table below illustrates the Series 2020 Assessments and Fiscal Year 2021 O&M Assessments that will be levied by
the Distric	t.						
				Annual Series 2020		Annual FY21 O&M	
		# of Planned		Assessment Per Unit		Assessment Per Unit	
Unit Type		Units		(Gross)		(Gross)*	
Tract G							
Single-Family		512		$745		$302	
Tract A							
Single-Family		140		$745		$302	

* O&M Assessments are initially levied on a per acre basis until lots are platted.  The estimated  annual Fiscal Year 2021 O&M Assessments per undeveloped acre is $76.

At this time, M/I Homes has conveyed to the Landowner that it intends to request the District to issue additional Bonds for public infrastructure within Tract G. To the  extent that additional Bonds are issued, such Bonds will be secured by special assessments levied on such tracts and therefore will overlap with the Series 2020 Assessments. The information appearing in the chart below provides the maximum permitted assessment levels when taking into account the Series 2020 Assessments and future special assessments that may be levied in conjunction with an additional Series of Bonds. See

"SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS – No Parity Bonds;
Limitation on Additional Bonds" herein.

Competition

Maximum Gross Annual Product Type	Assessment Levels
 
TH	$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

Lakewood Ranch is its own submarket and as such it is anticipated primary competitors for the tracts located within the Northeast Sector and thus the 2020 Assessment Area therein will include actively selling neighborhoods within the Manatee County portion of Lakewood Ranch. See "LAKEWOOD RANCH" for a description of such active neighborhoods.

TAX MATTERS

General

The Code establishes certain requirements which must be met subsequent to the issuance of the 2020 Bonds in order that interest on the 2020 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the 2020 Bonds to be included in federal gross income retroactive to the date of issuance of the 2020 Bonds, regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the 2020 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The District has covenanted in the Indenture with respect to the 2020 Bonds to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the 2020 Bonds.

In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations, judicial decisions and rulings, interest on the 2020 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the 2020 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax.

Except as described above, Bond Counsel will express no opinion regarding other federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of 2020 Bonds. Prospective purchasers of 2020 Bonds should be aware that the ownership of 2020 Bonds may result in collateral federal income tax

consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry 2020 Bonds; (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by fifteen percent (15%) of certain items, including interest on 2020 Bonds; (iii) the inclusion of interest on 2020 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of the branch profits tax; (iv) the inclusion of interest on 2020 Bonds in passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year; and (v) the inclusion of interest on 2020 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining whether such benefits are included in gross income for federal income tax purposes.

As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations and covenants made on behalf of the District, certificates of appropriate officers and certificates of public officials (including certifications as to the use of proceeds of the 2020 Bonds and of the property financed or refinanced thereby), without undertaking to verify the same by independent investigation.

PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE 2020 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDOWNERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDOWNERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.

Information Reporting and Backup Withholding

Interest paid on tax-exempt bonds such as the 2020 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the 2020 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of 2020 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the 2020 Bonds and proceeds from the sale of 2020 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of 2020 Bonds. This withholding generally applies if the owner of 2020 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the 2020 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.

Other Tax Matters Relating to the 2020 Bonds

During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the 2020 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the 2020 Bonds. From time to time, legislative proposals are pending which  could have an effect on both the federal tax consequences resulting from ownership of the 2020 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the 2020 Bonds.

Prospective purchasers of the 2020 Bonds should consult their own tax advisors as  to the tax consequences of owning the 2020 Bonds in their particular state or local jurisdiction and regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

On February 22, 2016, the Internal Revenue Service (the "IRS") issued a notice of proposed rulemaking containing proposed regulations (the "Proposed Regulations") that provide guidance as to the definition of a political subdivision for purposes of the rules for tax-exempt bonds. If adopted, the Proposed Regulations would have affected certain State and local governments that issue tax-exempt bonds, including community development districts such as the District. However, on July 24, 2017, in response to Executive Order 13789 issued by President Trump (the "Executive Order"), the Secretary of the Treasury (the "Secretary") identified the Proposed Regulations among a list of eight regulations that
impose an undue financial burden on U.S. taxpayers, (ii) add undue complexity to the federal tax laws, or (iii) exceed the statutory authority of the IRS. On October 2, 2017, in  his Second Report to the President on Identifying and Reducing Tax Regulatory Burdens, the Secretary reported that Treasury and the IRS believe that the Proposed Regulations should be withdrawn in their entirety, and the Treasury Department and the IRS withdrew the Proposed Regulations on October 20, 2017. The Secretary further provided that Treasury and the IRS will continue to study the legal issues relating to political subdivisions and may propose more targeted guidance in the future.

Because the Proposed Regulations have been withdrawn, it is not possible to determine the extent to which all or a portion of the discussion herein regarding the Villages and the Villages TAM (each as defined below) may continue to be applicable in the absence of further guidance from the IRS. Bond Counsel will render its opinion regarding the exclusion from gross income of interest on the 2020 Bonds as described below.

On May 30, 2013, the IRS delivered to Village Center CDD, a Florida special district established under Chapter 190, Florida Statutes, a private ruling, called a technical advice memorandum (the "Villages TAM"), in connection with the examination by the IRS of bonds issued by the Village Center CDD (the "Audited Bonds"). The Villages TAM concluded that, despite having certain eminent domain powers, the Village Center CDD is not a political subdivision permitted to issue tax-exempt bonds based on a number of facts including that its governing board is elected by a small group of landowners, and that it "was organized and operated to perpetuate private control and avoid indefinitely responsibility to a public electorate, either directly or through another elected state or local governmental body."

The Villages TAM, as a private, non-precedential, ruling, binds only the IRS and the Village Center CDD, and only in connection with the Audited Bonds. Moreover, the cited legal basis for the Villages TAM is extremely limited, and, therefore, the value of the Villages TAM as guidance is also limited. Nonetheless, the breadth and force of the language used in the Villages TAM may reflect the disfavor of the IRS toward governmental entities with governing boards elected by landowners, and this position may lead the enforcement branch of the IRS to select bonds of other issuers with landowner- controlled boards for examination.

In July 2016, the IRS closed the examination of the Audited Bonds with no change  to their tax-exempt status. Although the audit was closed with no adverse impact on the Audited Bonds, the IRS's motivations and rationale for closing the examination are unknown. The Village Center CDD refunded the Audited Bonds with taxable bonds in  2014.

Like the board of the Village Center CDD, the Board of Supervisors of the District is necessarily elected by the landowners in the District since there are not yet enough qualified electors residing in the District to transition the Board of Supervisors to a resident-elected Board of Supervisors. The Act, which contains the uniform statutory charter for all community development districts and by which the District is governed, delegates to the District certain traditional sovereign powers including, but not limited to, eminent domain, ad valorem taxation and regulatory authority over rates, fees and charges for district facilities. On the basis of the Act and certain representations by the District forming a port of the District's tax certificate as to its reasonable expectations of transition to a resident-elected Board of Supervisors, it does not appear from the facts and circumstances that the District was organized to avoid indefinitely responsibility to a public electorate. On the basis of the foregoing and other factors, Bond Counsel has concluded  that under current law the District is a political subdivision for purposes of Section 103 of the Code, notwithstanding that its Board of Supervisors is temporarily elected by landowners. Bond counsel intends to deliver its unqualified approving opinion in the form attached hereto as APPENDIX D – Form of Opinion of Bond Counsel.

The release of the Villages TAM may cause an increased risk of examination of the 2020 Bonds. Owners of the 2020 Bonds are advised that if the IRS does audit the 2020 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the owners of the 2020 Bonds may have limited rights to participate in such procedure. The Indenture does not provide for any adjustment to the interest rates borne by the 2020 Bonds in the event of a change in the tax-exempt status of the 2020 Bonds. The commencement of an audit or an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2020 Bonds could adversely impact both liquidity and pricing of the 2020 Bonds in the secondary market.

Tax Treatment of Original Issue Discount

Under the Code, the difference between the maturity amount of the 2020 Bonds maturing on 	1,  20     through and including 	1, 20 (collectively, the "Discount Bonds"), and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of the Discount Bonds of the same

maturity and, if applicable, interest rate, was sold is "original issue discount." Original issue discount will accrue over the term of the Discount Bonds at a constant interest rate compounded periodically. A purchaser who acquires the Discount Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds the Discount Bonds, and will increase his or her adjusted basis in the Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Bondowners of the Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the Discount Bond.

Tax Treatment of Bond Premium

The difference between the principal amount of the 2020 Bonds maturing on
 	  (collectively, the "Premium Bonds"), and the initial offering price to the public, (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of the same maturity, and, if applicable, interest rate, was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for each of the Premium Bonds which minimizes the yield on such Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. Bondowners of the Premium Bonds are advised that they should consult with their own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds.

AGREEMENT BY THE STATE

Under the Act, the State pledges to the holders of any bonds issued thereunder, including the 2020 Bonds, that it will not limit or alter the rights of the issuer of such bonds to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the Act and to fulfill the terms of any agreement made with the holders of such bonds and that it will not in any way impair the rights or remedies of such holders.

LEGALITY FOR INVESTMENT

The Act provides that the 2020 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities which may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required for voluntary statutory deposits.

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS

Rule 69W-400.003, Rules of Government Securities under Section 517.051(1), Florida Statutes, promulgated by the Florida Department of Financial Services, Office of Financial Regulation, Division of Securities and Finance ("Rule 69W-400.003"), requires the District to disclose each and every default as to the payment of principal and interest with respect to obligations issued or guaranteed by the District after December 31, 1975. Rule 69W-400.003 further provides, however, that if the District, in good faith, believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The District is not and has not since December 31, 1975, been in default as to principal and interest on its bonds or other debt obligations.

CONTINUING DISCLOSURE

In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "SEC Rule"), the District, the Landowner and PFM Group Consulting LLC, as dissemination agent (the "Dissemination Agent") will enter into a Continuing Disclosure Agreement (the "Disclosure Agreement"), the form of which is attached hereto as APPENDIX E. Pursuant to the Disclosure Agreement, the District has covenanted for the benefit of Bondowners to provide to the Dissemination Agent certain financial information and operating data relating to the District and the 2020 Bonds in each year (the "District Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant by the District shall only apply so long as the 2020 Bonds remain outstanding under the Indenture.

Pursuant to the Disclosure Agreement, the Landowner has covenanted for the benefit of Bondowners to provide to the District and the Dissemination Agent certain financial information and operating data relating to the Landowner, the Northeast Sector and the properties subject to the Series 2020 Assessments (the "Landowner Report"). Such covenant by the Landowner will apply only until the earlier to occur of (a) the payment and redemption of the 2020 Bonds, or (b) the Landowner no longer being an Obligated Person under the Disclosure Agreement.

The District Annual Report and the Landowner Report (together, the "Reports") will each be filed by the Dissemination Agent with the Municipal Securities Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the Disclosure Agreement attached hereto as APPENDIX E. The notices of material events will also be filed by the Dissemination Agent with EMMA. The specific nature of the

information to be contained in the Reports and the notices of material events are described in APPENDIX E. The Disclosure Agreement will be executed by the applicable parties at the time of issuance of the 2020 Bonds. The foregoing covenants have been made in order  to assist the Underwriter in complying with the SEC Rule.

With respect to the 2020 Bonds, no parties other than the District or the Landowner are obligated to provide any continuing disclosure information with respect to the SEC Rule.

The District has previously entered into continuing disclosure undertakings as required by the SEC Rule with respect to other bond issuances. Over the past five years, the District failed to make timely filings of certain reports and/or notices as required by such continuing disclosure undertakings and some of such untimely filings were not separately reported as listed events.

The Landowner has entered into commitments subjecting it to the reporting requirements of the SEC Rule. The Landowner has materially complied with such  reporting requirements.

FINANCIAL STATEMENTS

The general purpose financial statements of the District for the Fiscal Year ended September 30, 2019, included in this Limited Offering Memorandum have been audited by Carr, Riggs & Ingram, LLC, independent certified public accountants, as stated in their report appearing in APPENDIX F. The consent of the District's auditor to include in this Limited Offering Memorandum the aforementioned report was not requested, and the general-purpose financial statements of the District are provided as publicly available documents. The auditor was not requested, nor did they perform any procedures with respect to the preparation of this Limited Offering Memorandum or the information presented herein. The District has covenanted in the Disclosure Agreement  attached hereto as APPENDIX E to provide its annual audit commencing with the audit for the District Fiscal Year ended September 30, 2020, to certain information repositories as described therein.

ENFORCEABILITY OF REMEDIES

The remedies available to the Owners of the 2020 Bonds upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law  and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the 2020 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2020 Bonds will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.

LITIGATION

District

There is no pending or, to the knowledge of the District, any threatened litigation against the District of any nature whatsoever which in any way questions or affects the validity of the 2020 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the execution of the Indenture. Neither the creation, organization nor existence of the District, nor the title of the present members of the Board has been challenged.

From time to time, the District expects to experience routine litigation and claims incidental to the conduct of its affairs. In the opinion of District Counsel, there are no actions presently pending or threatened, the adverse outcome of which would have a material adverse effect on the availability of the 2020 Trust Estate or the ability of the District to pay the 2020 Bonds from the 2020 Trust Estate.

Landowner

There is no litigation pending, or to the knowledge of the Landowner, threatened against the Landowner that could in any way affect the development to be undertaken by the Landowner as described herein.

SMR

There is no litigation pending, or to the knowledge of SMR, threatened against SMR that could in any way affect the development of Lakewood Ranch as described herein.

NO RATING OR CREDIT ENHANCEMENT

No application for credit enhancement or a rating on the 2020 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the 2020 Bonds had application been made.

UNDERWRITING

The Underwriter has agreed, pursuant to a contract entered into with the District, subject to certain conditions, to purchase the 2020 Bonds from the District at a purchase price of $ 		(representing the par amount of the 2020 Bonds of $ 	, less an Underwriter's discount of $ 	and plus/less an original issue premium/discount of $ 	). See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein.
The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all of the 2020 Bonds if any are purchased.

The Underwriter intends to offer the 2020 Bonds at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Underwriter may offer and sell the 2020 Bonds to certain dealers (including dealers depositing the 2020 Bonds into investment trusts) at prices lower than

the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter.

DISCLOSURE OF MULTIPLE ROLES

Prospective Bondowners should note that (a) PFM Group Consulting LLC is acting in the capacities of District Manager, responsible for the administrative operations of the District, and Dissemination Agent, for purposes of the SEC Rule and (b) PFM Financial Advisors LLC is serving as the assessment consultant responsible for the Assessment Report attached hereto as APPENDIX B and as the District's Municipal Advisor.

EXPERTS AND CONSULTANTS

The references herein to Stantec Consulting Services Inc., as District Engineer, have been approved by said firm. The Engineer's Report prepared by such firm has  been included as APPENDIX A attached hereto in reliance upon such firm as an expert in engineering. References to and excerpts herein from such Engineer's Report do not purport to be adequate summaries of the Northeast Sector Project or complete in all respects. Such Engineer's Report is an integral part of this Limited Offering Memorandum and should be read in its entirety for complete information with respect to the subjects discussed therein.

The references herein to PFM Financial Advisors LLC, as Assessment Consultant, have been approved by said firm. The Assessment Report prepared by such firm has been included as APPENDIX B attached hereto in reliance upon such firm as an expert in developing assessment methodologies. References to and excerpts herein from such Assessment Report do not purport to be adequate summaries of such Assessment Report or complete in all respects. Such Assessment Report is an integral part of this Limited Offering Memorandum and should be read in its entirety for complete information with respect to the subjects discussed therein.

CONTINGENT AND OTHER FEES

The District has retained Bond Counsel, District Counsel, the Assessment Consultant, the Underwriter (who has retained Underwriter's Counsel) and the Trustee (who has retained Trustee's Counsel), with respect to the authorization, sale, execution and delivery of the 2020 Bonds. Except for the payment of fees to District Counsel and the Assessment Consultant, the payment of the fees of the other professionals retained by the District is each contingent upon the issuance of the 2020 Bonds.

LEGAL MATTERS

The 2020 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt of the opinion of Bryant Miller Olive P.A., Orlando, Florida, Bond Counsel, as to the validity of the 2020 Bonds and the excludability of interest thereon from gross income for federal income tax purposes.  Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams P.A., Tallahassee, Florida, for the Landowner by its in-house counsel, for the Trustee

by its counsel, Holland & Knight LLP, Miami, Florida and for the Underwriter by its counsel, Nabors, Giblin & Nickerson, P.A., Tampa, Florida.

Bond Counsel's opinions included herein are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date hereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent  Bond Counsel's professional judgment based on its review of existing law, and in reliance  on the representations and covenants that it deems relevant to such opinions.

MUNICIPAL ADVISOR

PFM Financial Advisors LLC is serving as the District's Independent Registered Municipal Advisor in connection with the issuance of the 2020 Bonds.

VALIDATION

On December 20, 2005, the Circuit Court in and for Manatee and Sarasota Counties, Florida validated the issuance by the District of not exceeding $4 billion in principal amount of its special assessment revenue bonds. The appeal period from such final judgment has expired with no appeal having been filed. The 2020 Bonds are included within the validated amount.

MISCELLANEOUS

Any statements made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Limited Offering Memorandum nor any statement that may have been made verbally or in writing is to be construed as a contract with the holders of the 2020 Bonds.

The information contained in this Limited Offering Memorandum has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of the date of this Limited Offering Memorandum, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter. The Underwriter listed on the cover page hereof has reviewed the information in this Limited Offering Memorandum in accordance with and as part of its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

The information and expression of opinion herein are subject to change without notice and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder is to create, under any circumstances, any implication that there has been no

change in the affairs of the District, the Landowner or the Northeast Sector Project from the date hereof. However, certain parties to the transaction will, on the closing date of the 2020 Bonds, deliver certificates to the effect that nothing has come to their attention that would lead them to believe that applicable portions of this Limited Offering Memorandum contain an untrue statement of a material fact or omit to state a material fact that should be included herein for the purpose for which this Limited Offering Memorandum is intended to be used, or that is necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading and to the effect that from the date of this Limited Offering Memorandum to the date of closing of the 2020 Bonds that there has been no material adverse change in the information provided.

[Remainder of Page Intentionally Left Blank]

This Limited Offering Memorandum is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. The appendices hereof are integral parts of this Limited Offering Memorandum and must be read in their entirety together with all foregoing statements.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:		 Name: Rex Jensen
Its:	Chair

APPENDIX A ENGINEER'S REPORT

APPENDIX B ASSESSMENT REPORT

APPENDIX C

COPY OF MASTER INDENTURE AND FORM OF SUPPLEMENTAL INDENTURE

APPENDIX D

FORM OF OPINION OF BOND COUNSEL

APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT

APPENDIX F

AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE YEAR ENDED SEPTEMBER 30, 2019

APPENDIX G NORTHEAST SECTOR PARCEL MAP

EXHIBIT D

FORM OF CONTINUING DISCLOSURE AGREEMENT

CONTINUING DISCLOSURE AGREEMENT

This CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement"), dated as of [Closing Date], is executed and delivered by LAKEWOOD RANCH STEWARDSHIP DISTRICT (the "District"), SMR NORTHEAST, LLC, a Florida limited liability company (the "Landowner"), and PFM GROUP CONSULTING LLC, a Florida limited liability company (the "Dissemination Agent"), and joined in by the Disclosure Representative and the Trustee (as such terms are herein defined), in connection with the issuance by the District of its $[Bond Amount] Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the "Bonds"). The Bonds are being issued pursuant to a Master Trust Indenture, dated as of September 1, 2005, as supplemented by a Thirty-Second Supplemental Trust Indenture, dated as of December 1, 2020 (collectively, the "Indenture"), each between the District and U.S. Bank National Association, as trustee (the "Trustee"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises and other  considerations contained herein, the District and the Landowner covenant and agree as follows:

Purpose of Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the District and the Landowner for the benefit of the Owners of the Bonds, from time to time, and to assist the Participating Underwriter (hereinafter defined) in complying with the applicable provisions of Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as amended from time to time (the "Rule"). The District and the Landowner understand and acknowledge that the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction or a governmental regulatory agency that the Rule requires the District or the Landowner to provide additional information, the District and the Landowner, as applicable, agree to promptly provide such additional information.

The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the District, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the District, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.

Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning ascribed in the Rule or, to the extent not in conflict with the Rule, in the Indenture. Capitalized term used in this Disclosure Agreement unless otherwise defined herein shall have the following meanings:

"Annual Filing Date" shall mean the date set forth in Section 4(a) hereof by which the Annual Report is to be filed with the MSRB.

"Annual Financial Information" shall mean annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 3(a) hereof.

"Annual Report" shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 hereof.

"Audited Financial Statements" shall mean the financial statements (if any) of the District for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i)(B) of the Rule and specified in Section 3(a) hereof.

"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bond for federal income tax purposes.

"Business Day" shall mean a day other than (a) a Saturday, Sunday or day on which banks located in the city in which the designated corporate trust office of the Trustee and Paying Agent is located are required or authorized by law or executive order to close for business and (b) a day on which the New York Stock Exchange is closed.

"Disclosure Representative" shall mean (a) as to the District, the District Manager or its designee, or such other person as the District shall appoint from time to time, with notice to the Dissemination Agent, as the person responsible for providing information to the Dissemination Agent, and (b) as to any entity other than the District while it is an Obligated Person, the individual executing this Disclosure Agreement on behalf of such entity or such person(s) as such entity shall designate in writing to the Dissemination Agent from time to time as the person(s) responsible for providing information to the Dissemination Agent.

"District Manager" shall mean the person or entity serving as District Manager from time to time. As of the date hereof, PFM Group Consulting LLC is the District Manager.

"EMMA" shall mean the Electronic Municipal Market Access system as described in 1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule and accessible through its web portal located at http://emma.msrb.org.

"Financial Obligation" shall mean a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

"Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law.

"Limited Offering Memorandum" shall mean the Limited Offering Memorandum, dated [BPA Date], prepared in connection with the issuance of the Bonds.

"Listed Event" shall mean any of the events listed in Section 7(a) hereof.

"MSRB" shall mean the Municipal Securities Rulemaking Board. " MSRB Website" shall mean www.emma.msrb.org.
"Northeast Sector" shall mean the Northeast Sector as described in the Limited Offering Memorandum.

“Northeast Sector Project – Phase 2C” shall mean the public improvements and other capital assets acquired and constructed with proceeds of the Bonds.

"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds, other than providers of municipal bond insurance, letters of credit, or other liquidity facilities, which person(s) shall include the District and the Landowner or any other landowner in the District, while the Landowner or such other landowner is the owner of lands within the District responsible for payment of at least twenty percent (20%) of the Series 2020 Assessments.

"Owners" shall have the meaning ascribed thereto in the Indenture with respect to the Bonds and shall include Beneficial Owners of the Bonds, including those that have the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or are treated as the owner of any Bonds for federal income tax purposes.

"Participating Underwriter" shall mean MBS Capital Markets, LLC, in its capacity as the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

"Quarterly Report" shall mean any Quarterly Report provided by the Landowner, its successors or assigns, or any other Obligated Person other than the District, as described in Sections 5 and 6 hereof.

"Repository" shall mean each entity authorized and approved by the SEC from time to time to act as a repository for purposes of complying with the Rule. The Repositories currently approved by the SEC may be found by visiting the SEC’s website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through EMMA.

"Series 2020 Assessments" shall mean the non-ad valorem special assessments pledged to the payment of the Bonds pursuant to the Indenture.

"State" shall mean the State of Florida.

Content of Annual Reports.

The Annual Report shall contain or incorporate by reference Annual Financial Information with respect to the District, which includes:

The amount of Series 2020 Assessments levied for the most recent Fiscal Year;

The amount of Series 2020 Assessments collected from property owners during the most recent Fiscal Year;

If available, the amount of Series 2020 Assessment delinquencies greater than 150 days and, in the event that delinquencies amount to more than ten percent (10%) of the amount of Series 2020 Assessments due in any year, a list of delinquent property owners;

If available, the amount of tax certificates sold for lands within the District, subject to the Series 2020 Assessments, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year;

The balances in all funds, accounts and subaccounts for the Bonds. If requested by the Owners, the District shall provide any Owners and the Dissemination Agent with this information more frequently than annually and within thirty (30) days of the written request of the Owners;

The total amount of Bonds Outstanding;

The amount of principal and interest due on the Bonds in the current Fiscal Year;

The most recent Audited Financial Statements of the District; and

Any amendment or waiver of the provisions hereof as described in Section 11 hereof.

To the extent any of the items set forth in subsections (i) through (vii) above are included in the Audited Financial Statements referred to in subsection (viii) above, they do not have to be separately set forth. Any or all of the items listed above may be incorporated by reference from other documents, including offering documents of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the SEC. If the document incorporated by reference is a final offering document, it must be available from the MSRB or EMMA. The District shall clearly identify each such other document so incorporated by reference.

Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

Provision of Annual Reports.

Subject to the following sentence, the District shall provide the Annual Report to the Dissemination Agent no later than May 1st after the close of the District’s Fiscal Year (the "Annual Filing Date"), commencing with the Fiscal Year ended September 30, 2020, in an electronic format as prescribed by a Repository. The Annual Report may be

submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3(a) hereof; provided that the Audited Financial Statements may be submitted separately from the balance of the Annual Report, and may be submitted up to, but no later than, two hundred and seventy (270) days after the close of the District’s Fiscal Year or consistent with State law as amended from time to time. If applicable law changes the District’s Fiscal Year from the period commencing on October 1 and ending on September 30 of the next succeeding year, the District shall cause the Dissemination Agent to give notice of such change in the same manner as for a Listed Event under Section 7(a). The Dissemination Agent shall file the Annual Report and the Audited Financial Statements with each Repository within thirty
(30) days of their receipt.

If on the fifteenth (15th) day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Disclosure Representative of the District by telephone and in writing (which may be by e-mail) to remind the District of its undertaking to provide the Annual Report pursuant to Section 4(a) above. Upon such reminder, the Disclosure Representative of the District, shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report in accordance with Section 4(a) above, or (ii) instruct the Dissemination Agent in writing that the District, will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 7(a)(xv) has occurred and to immediately send a notice to any Repository in electronic format as required by such Repository in substantially the form attached as Exhibit A hereto.

The Dissemination Agent shall:

determine each year prior to the date for providing the Annual Report the name, address and filing requirements of any Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the District certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing any Repository to which it was provided.

Content of Quarterly Reports.

The Landowner, until its obligations hereunder have been terminated pursuant to Section 9 hereof, shall prepare a Quarterly Report no later than thirty (30) days after the end of each calendar quarter, commencing with the calendar quarter ending March 31, 2021; provided, however, that so long as the Landowner is a reporting company, such thirty (30) days shall be extended to the date of filing of its respective 10K or 10Q, if later, as the case may be (each, a "Quarterly Receipt Date").

Each Quarterly Report shall address the following information if such information is not otherwise provided pursuant to subsection (c) of this Section 5:

Status of the development of the infrastructure described in the Limited Offering Memorandum under the heading "NORTHEAST SECTOR – District Infrastructure Status";

The number of single-family homes planned subject to the Series 2020 Assessments;

The number of single-family units sold to end users subject to the Series 2020 Assessments;

The estimated date of complete build-out of residential units subject to the Series 2020 Assessments;

Any bulk sale of the land subject to the Series 2020 Assessments other than as contemplated by the Limited Offering Memorandum;

The status of development approvals for the infrastructure described in the Limited Offering Memorandum under the heading "NORTHEAST SECTOR – Permitting";

Materially adverse changes or determinations to permits or approvals for the Northeast Sector which necessitate changes to the land use or other plans for the Northeast Sector;

Updated plan of finance (i.e., status of any credit enhancement, issuance of additional bonds to complete project, mortgage debt, etc.);

Any event that would have a material adverse impact on the implementation of the Northeast Sector as described in the Limited Offering Memorandum or on the ability to undertake the development of the Northeast Sector as described in the Limited Offering Memorandum; and

Any amendment or waiver of the provisions hereof pursuant to Section 11 hereof.

Any of the items listed in subsection (b) above may be incorporated by reference from other documents which have been submitted to each of the Repositories or the SEC. The Landowner shall clearly identify each other document so incorporated by reference.

If the Landowner sells, assigns or otherwise transfers ownership of real property in the Northeast Sector subject to the Series 2020 Assessments to a third party, which will in turn be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Landowner hereby agrees to require such third party to comply with the disclosure obligations of the Landowner hereunder for so long as such third party is an Obligated Person hereunder, to the same extent as if such third party were a party to this Disclosure Agreement. The Landowner involved in such Transfer shall promptly notify the District and the Dissemination Agent in writing of the Transfer. For purposes of Sections 5, 6 and 9 hereof, the term "Landowner" shall be deemed to include any third party that becomes an Obligated Person hereunder as a result of a Transfer. In

the event that the Landowner remains an Obligated Person hereunder following any Transfer, nothing herein shall be construed to relieve the Landowner from its obligations hereunder.

Provision of Quarterly Reports.

The Landowner shall provide a Quarterly Report which contains the information in Sections 5(b) and (c) hereof to the Dissemination Agent no later than the Quarterly Receipt Date for such Quarterly Report. Within thirty (30) days of the Quarterly Receipt Date, the Dissemination Agent shall file the Quarterly Report provided to it by the Landowner with each Repository (the "Quarterly Filing Date").

If on the seventh (7th) day prior to each Quarterly Receipt Date the Dissemination Agent has not received a copy of the Quarterly Report due on such Quarterly Receipt Date, the Dissemination Agent shall contact the Landowner by telephone and in writing (which may be by e-mail) to remind the Landowner of its undertaking to provide  the Quarterly Report pursuant to Sections 5 and 6 hereof. Upon such reminder, the Landowner shall either (i) provide the Dissemination Agent with an electronic copy of the Quarterly Report in accordance with Section 6(a) above, or (ii) instruct the Dissemination Agent in writing that the Landowner will not be able to file the Quarterly Report within the time required under this Disclosure Agreement and state the date by which such Quarterly Report will be provided.

If the Dissemination Agent has not received a Quarterly Report that contains, at a minimum, the information in Section 5(b) hereof by 12:00 noon on the first business day following each Quarterly Receipt Date, a Listed Event described in Section 7(a)(xv) shall have occurred and the District and the Landowner hereby direct the Dissemination Agent to send a notice to each Repository in substantially the form attached as Exhibit A hereto, with a copy to the District. The Dissemination Agent shall file such notice no later than thirty (30) days following the applicable Quarterly Receipt Date.

The Dissemination Agent shall:

determine prior to each Quarterly Filing Date the name, address and filing requirements of each Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Landowner and the District certifying that the Quarterly Report has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing any Repository to which it was provided.

Reporting of Significant Events.

Pursuant to the provisions of this Section 7, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice with the Repository of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after the occurrence of the event, with the

exception of the event described in items (xv) or (xvi) below, which notice shall be given in a
timely manner:	
(i)	principal and interest payment delinquencies on the Bonds;	
(ii)	non-payment related defaults, if material;	
(iii) difficulties;	unscheduled	draws	on	debt	service	reserves	reflecting	financial	
(iv) difficulties*;	unscheduled	draws	on	credit	enhancements	reflecting	financial	
(v) perform*;	substitution	of	credit	or liquidity providers,	or their	failure	to	
(vi)	adverse tax opinions, the issuance by the Internal Revenue Service of	
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

modifications to rights of Bond holders, if material;

bond calls, if material, and tender offers;

defeasances;

release, substitution, or sale of property securing repayment of the Bonds, if material;

ratings changes†;

bankruptcy, insolvency, receivership or similar event of any Obligated Person. For the purposes of event (xii), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any  other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person or if such jurisdiction has been assumed by leaving the  existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person;

appointment of a successor or additional Trustee or the change of name of the Trustee, if material;

There is no credit enhancement for the Bonds.
† The Bonds are not rated as of the date hereof.

the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of an Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

failure to provide any Annual Report or Quarterly Report as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Section 3(a) or Section 5(b) hereof, respectively;

any amendment to the accounting principles to be followed by the District in preparing its financial statements;

incurrence of a Financial Obligation of the District or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the District or Obligated Person, any of which affect security holders, if material; and

default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the District or Obligated Person, any of which reflect financial difficulties.

Each Obligated Person shall notify the District of the occurrence of a Listed Event described in Sections 7(a)(x), (xii), (xiv), (xv), (xvii) or (xviii) above as to such Obligated Person within five (5) Business Days after the occurrence of the Listed Event so as to enable the District to comply with its obligations under this Section 7.

Identifying Information. In accordance with the Rule,  all  disclosure filings submitted pursuant to this Disclosure Agreement to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to:

the category of information being provided;

the period covered by any annual financial information, financial statement or other financial information or operating data;

the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate);

(d)	the name of any Obligated Person other than the District;	
(e)	the name and date of the document being submitted; and	
(f)	contact information for the submitter.	
9.	Termination of Disclosure Agreement.	The District’s obligation under	
this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or

payment in full of all of the Bonds, so long as there is no remaining liability of the District, or if the Rule is repealed or no longer in effect. The Landowner's obligations hereunder shall terminate at the earlier of the legal defeasance, prior redemption or payment in full of the Bonds or such time as the Landowner is no longer an Obligated Person. If such termination occurs prior to the final maturity of the Bonds, the District and/or the Landowner shall give notice of such termination in the same manner as for a Listed Event under Section 7.

Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the District shall be the Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the District or the Landowner pursuant to this Disclosure Agreement.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District, the Landowner and the Dissemination Agent may amend this Disclosure Agreement or any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:

If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, 6 or 7(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the District and/or the Landowner, or the type of business conducted;

The Disclosure Agreement, as amended or taking into account such waiver, would, in the opinion of counsel to the District expert in federal securities laws, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interest of the holders or Beneficial Owners of the Bonds.

Notwithstanding the foregoing, the District, the Landowner and the Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the SEC from time to time.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the District and the Landowner, as applicable, shall describe such amendment in its next Annual Report or Quarterly Report, as applicable, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the District or the

Landowner, as applicable. In addition, if the amendment relates to the accounting principles to be followed by the District in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Notwithstanding the above provisions of this Section 11, the District may amend this Disclosure Agreement in accordance with this Section 11 without the consent of the Landowner, provided that no amendment to the provisions of Sections 5 and 6 hereof may be made without the consent of the Landowner as long as the Landowner is an Obligated Person.

Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the District or the Landowner from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report, Quarterly Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the District or the Landowner chooses to include any information in any Annual Report, Quarterly Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the District or the Landowner shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Quarterly Report or notice of occurrence of a Listed Event.

Default. In the event of a failure of the District, the Landowner, the Disclosure Representative of the District, the Disclosure Representative of the Landowner or a Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of the Participating Underwriter or the Beneficial Owners of more than fifty percent (50%) aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall) or any Beneficial Owner of a Bond may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the District, the Landowner, the Disclosure Representative of the District, the Disclosure Representative of the Landowner or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. No default hereunder shall be deemed an Event of Default under  the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the District, the Landowner, the Disclosure Representative of the District, the Disclosure Representative of the Landowner or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

Duties of District, Landowner and Dissemination Agent. The District and the Landowner each represent and warrant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District and the Landowner each acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, the Landowner, and others. The Dissemination Agent’s duties do not include authorship or

production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, the Landowner, or others as thereafter disseminated by the Dissemination Agent.  The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. Notwithstanding anything to the contrary herein, the District shall have no responsibility for any information provided by the Landowner or others in connection with the Quarterly Reports or to cause the Quarterly Reports to be provided by the Landowner.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the District, the Landowner, the Dissemination Agent, the Participating Underwriter, the Trustee and Beneficial Owners of the Bonds, and shall create no rights in any other person or entity.

Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Governing Law. This Disclosure Agreement shall be governed by the laws of the State and Federal law and venue shall be in any state or federal court having jurisdiction in Manatee County, Florida.

Dissemination Agent’s Right to Information. The District and the Landowner agree that the Dissemination Agent is a bona fide agent of the District and the Landowner and may receive, on a timely basis, any information or reports it requests that the District and the Landowner are required to provide hereunder.

Binding Effect. This Disclosure Agreement shall be binding upon each party and upon each successor and assignee of each party and shall inure to the benefit of, and be enforceable by, each party and each successor and assignee of each party.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Disclosure Agreement as of the date and year set forth above.

[SEAL]

Consented and Agreed to by:

PFM GROUP CONSULTING LLC, and its
successors and assigns, as Disclosure Representative

By:	 Name: Stanley Geberer
Title:	Senior Managing Consultant

Joined by U.S. BANK NATIONAL
ASSOCIATION, as Trustee, for purposes of Section 13 only

By:		 Scott Schuhle, Vice President

SMR NORTHEAST, LLC,
a Florida limited liability company

By: SCHROEDER – MANATEE RANCH, INC.,
a Delaware corporation, its sole member

By:	 Name:	 Title:    	

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:		 Chair, Board of Supervisors

PFM GROUP CONSULTING LLC, as
initial Dissemination Agent

By:	 Name: Stanley Geberer
Title:	Senior Managing Consultant

EXHIBIT A

NOTICE TO REPOSITORIES
OF FAILURE TO FILE [ANNUAL][QUARTERLY] REPORT

Name of District:	Lakewood Ranch Stewardship District

Obligated Person(s):	Lakewood Ranch Stewardship District (the "District")
SMR Northeast, LLC (the "Landowner")

Name of Bond Issue: $[Bond Amount] Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C)

Date of Issuance:	[Closing Date] CUSIPs:	[ 	]
NOTICE IS HEREBY GIVEN that the [District] [Landowner] has not provided [an Annual] [a Quarterly] Report with respect to the above-named Bonds as required by [Section 4] [Section 6] of the Continuing Disclosure Agreement, dated [Closing Date], among the District, the Landowner and the Dissemination Agent named therein. The [District] [Landowner] has advised the undersigned that it anticipates that the [Annual] [Quarterly] Report will be filed by 	, 20 .

Dated:  	

 	, as Dissemination Agent

cc: [District] [Landowner] Obligated Person(s) Participating Underwriter

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Financing Matters Relative to the Star Farms Project, Series 2021 Bonds

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Agreement for Consulting Engineering Services Waldrop Engineering, P.A.

AGREEMENT BETWEEN THE LAKEWOOD RANCH STEWARDSHIP DISTRICT AND WALDROP ENGINEERING, P.A. FOR ENGINEERING SERVICES RELATIVE TO STAR FARMS PROJECT BOND ISSUANCE

THIS AGREEMENT (the “Agreement”) is made and entered into this 6th day of November, 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

Waldrop Engineering, P.A., a Florida corporation, whose mailing address is 28100 Bonita Grande Dr., Suite 305, Bonita Springs, Florida 34135 (the “Engineer”).

RECITALS

WHEREAS, the District is a local unit of special-purpose government established and existing pursuant Chapter 2005-338, Laws of Florida, and located in Sarasota and Manatee Counties, Florida; and

WHEREAS, the District is authorized to plan, finance, construct, install, acquire and/or maintain improvements, facilities and services in conjunction with the development of the lands within the District; and

WHEREAS, the District has a need to retain a professional engineer to provide certain engineering services relative to the District’s anticipated issuance of special assessment revenue bonds to fund the construction and/or acquisition of the District’s Star Farms Project (the “Bonds”), including but not limited to engineer’s report preparation, Board meeting attendance and all other tasks incidental to the District’s issuance of the Bonds (collectively, the “Bond Issuance Services”); and

WHEREAS, the Engineer represents that it is licensed, qualified and capable of providing the Bond Issuance Services and has agreed to provide such services for the District in accordance with the terms of this Agreement; and

WHEREAS, the Engineer shall serve as District’s professional representative with respect to the provision of the Bond Issuance Services, and will give consultation and advice to the District during performance of such services.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the acts and deeds to be performed by the parties and the payments by the District to the Engineer of the sums of money herein specified, it is mutually covenanted and agreed as follows:
Article 1.  Incorporation of Recitals.   The recitals stated above are true and correct  and by this reference are incorporated as a material part of this Agreement.

Article 2. Duties. The Engineer will provide the Bond  Issuance  Services  to  the District, including but not limited to:

Preparation of an Engineer’s Report relative to the issuance of the Bonds, and any other necessary reports.

Attendance at meetings of the District’s Board of Supervisors, when requested.

Assistance in meeting with necessary parties involving the issuance of the Bonds.

Any other incidental items requested by the Board of Supervisors.

Article 3. Compensation.

Lump Sum Amount- Compensation for the portion of the Bond Issuance Services relating to the preparation of the Engineer’s Report (hereinafter, the “Report Preparation Services”) shall be paid to the Engineer in a lump sum amount of
 	 Dollars ($ 	). The Engineer shall invoice the  District upon completion of the Report Preparation Services and issuance of the final report to the District. The District shall remit payment to the Engineer within thirty (30) days of receipt of such an invoice.

Hourly Personnel Rates- All other tasks relative to the provision of the Bond Issuance Services shall be paid on an hourly basis in accordance with the rates set forth in the attached Exhibit A, which is incorporated herein by reference.

Article 4. Reimbursable Expenses. Reimbursable expenses consist of actual expenditures made by Engineer, its employees, or its consultants in the completion of the Bond Issuance Services, listed as follows:

Expenses of transportation and living when traveling in connection with the completion of the Bond Issuance Services, for long distance phone calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over the project. All expenditures shall be made in accordance with Chapter 112, Florida Statutes, and with the District’s travel policy.

Expense of reproduction, postage and handling of drawings and specifications.

Article 5. Term of Contract. It is understood and agreed that the term of this  Agreement will be from the time of execution by the parties hereof, until terminated in accordance with its terms; provided, however, that the Agreement shall automatically terminate upon the issuance of the Bonds by the District.

Article 6. Special Consultants. When authorized  in  writing  by  the  District,  additional special consulting services may be utilized by Engineer and paid for on a cost basis.

Article 7. Books and Records. Engineer shall maintain comprehensive books and records relating to any services performed under this Agreement, which shall be retained by Engineer for a period of at least four (4) years from and after completion of any services hereunder, or such further time as required under Florida public records law. Any accounting records pertaining to the services provided hereunder shall be kept on a basis of generally accepted accounting principles. The District, or its authorized representative, shall have the right to audit such books and records at all reasonable times upon prior notice to Engineer.

Article 8.	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 Engineer pursuant to this Agreement (the “Work Product”) shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.

The Engineer shall deliver all Work Product to the District upon completion thereof unless it is necessary for Engineer in the District’s sole discretion, to retain possession for a longer period of time. Upon termination of Engineer’s services hereunder, Engineer shall deliver all such Work Product whether complete or not. The District shall have all rights to use any and all Work Product. Engineer shall retain  copies of the Work Product for its permanent records, provided the Work Product is not used without the District’s prior express written consent. Engineer agrees not to recreate any Work Product contemplated by this Agreement, or portions thereof, which if constructed or otherwise materialized, would be reasonably identifiable with the District. If said work product is used by the District for any purpose other than that purpose which is intended by this Agreement, the District shall indemnify Engineer from any and all claims and liabilities which may result from such re-use, in the event Engineer does not consent to such use.

The District exclusively retains all manufacturing rights to all materials or designs developed under this Agreement. To the extent the services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for the District as the author, creator, or inventor thereof upon creation, and the District shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Engineer hereby assigns to the District any and all rights Engineer may have including, without limitation, the copyright, with respect to such work. The Engineer acknowledges that the District is the motivating factor for, and for the purpose of copyright or patent, has the right to direct and supervise the preparation of such copyrightable or patentable materials or designs.

Article 9. Reuse of Documents.  All  documents  including  drawings  and  specifications furnished by Engineer pursuant to this Agreement are instruments of service.  They are not intended or represented to be suitable for reuse by District or others on extensions of the work for which they were provided or on any other project. Any reuse without specific

written consent by Engineer will be at the District’s sole risk and without liability or legal exposure to Engineer. All documents including drawings, plans and specifications furnished by Engineer to District are subject to reuse in accordance with Section 287.055(10), Florida Statutes. Moreover, the Engineer acknowledges and agrees that the District may use and rely upon its Engineer’s Report prepared pursuant to the Bond Issuance Services in connection with the District’s issuance of the Bonds, and consents to the District’s use of such report in accordance therewith.

Article 10. Estimate of Cost. Since Engineer has no control over the cost of labor, materials or equipment or over a contractor’s methods of determining prices, or over competitive bidding or market conditions, his opinions of probable cost provided as a service hereunder are to be made on the basis of his experience and qualifications and represent his best judgment as a design professional familiar with the construction industry, but Engineer cannot and does not guarantee that proposals, bids, or the construction costs will not vary from opinions of probable cost prepared by him. If the District wishes greater assurance as to the construction costs, it shall employ an independent cost estimator at its own expense. Services to modify approved documents to bring the construction cost within any limitation established by the District will be considered additional services and justify additional fees.

Article 11.  Insurance.  Engineer shall, at its own expense, maintain insurance during  the performance of the Bond Issuance Services under this Agreement, with limits of liability not
less than the following:		
Workers Compensation	Statutory	
General Liability		
Bodily Injury	$1,000,000/$2,000,000	
(including Contractual)		
Property Damage	$1,000,000/$2,000,000	
(including Contractual)		
Automobile Liability		
Bodily Injury/Property Damage	Combined Single Limits $1,000,000	
Professional Liability for		
Errors and Omissions	$2,000,000	

If any such policy of insurance is a “claims made” policy, and not an “occurrence” policy, the Engineer shall, without interruption, maintain the aforementioned insurance for professional liability for errors and omissions for at least one (1) year after the completion or termination of this Agreement.

The District, its officers, Supervisors, members, agents, staff, and representatives shall be named as additional insured parties. Engineer shall furnish the District with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the

insurance coverage, as certified, shall not be effective within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the state of Florida.

If Engineer fails to have secured and maintained the required insurance, the District has the right (without any obligation to do so, however), to secure such required insurance in which event, Engineer shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

Article 12.  Contingent Fee.  The Engineer warrants that  it has not employed or  retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Engineer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

Article 13. Compliance with Governmental Regulations. In  performing  its obligations under this Agreement, the Engineer and each of its agents, servants, employees or anyone directly or indirectly employed by Engineer, shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public or governmental authority having appropriate jurisdiction. If the Engineer fails to notify the District in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation of an alleged violation, made by any local, State or Federal governmental body or agency or subdivision thereof with respect to the services being rendered under this Agreement or any action of the Engineer or any of its agents, servants, or employees, or fails to comply with any requirement of such agency within five (5) days after receipt of any such notice, order request to comply notice, or report of a violation or an alleged violation, the District may terminate this Agreement, such termination to be effective upon the giving of notice of termination.

Article 14. Compliance with Professional Standards. In performing its obligations under this Agreement, the Engineer and each of its agents, servants, employees or anyone directly or indirectly employed by Engineer, shall maintain the standard of care, skill, diligence and professional competency for such work and/or services ordinarily used by members of the Engineer’s profession practicing under similar circumstances at the same time and in the same locality. Engineer shall be responsible for, and warrant, the technical accuracy of its services and related documents. Any designs, drawings, reports or specifications prepared or furnished by the Engineer that contain errors, conflicts or omissions will be promptly corrected by Engineer at no cost to the District.

Article 15. Audit. The Engineer agrees that the District or any of its duly authorized representatives shall have access to and the right to audit and examine any books, documents, papers, and records of the Engineer involving transactions related to the Agreement. Such access and right shall extend for the period during which Engineer is required to maintain said books, documents, papers, and records by the laws and regulations of the Internal Revenue Service. If an audit finds that any payment made to Engineer under this agreement is not based on allowable

costs, the Engineer agrees that the payment is subject to reduction in conformity with the findings of the audit. Notwithstanding any other records retention requirement, all records required for an audit performed by the District shall be maintained until the completion of the audit and the resolution of all questions arising therefrom.

Article 16. Indemnification. The Engineer shall indemnify and hold harmless the District and its officers and employees from liabilities, damages, losses, and costs, including but not limited to, reasonable attorneys’ fees, paralegal fees and expert witness fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Engineer and other persons employed or utilized by the Engineer in the performance of the Agreement. The District agrees, to the fullest extent authorized by law, to indemnify, and hold the Engineer harmless of and from any and all liabilities, claims, causes of action, demands, suits, or losses arising from the negligent acts, errors or omissions of the District’s Board of Supervisors, agents or employees, in connection with the performance of professional services under this Agreement. Engineer agrees and covenants that nothing herein shall constitute or be construed as a waiver of the District’s sovereign immunity pursuant to Section 768.28, Florida Statutes.

Article 17.  Public Records.  Engineer understands and agrees that all documents of   any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Engineer agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Engineer 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 Engineer 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 Engineer 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 Engineer’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 Engineer, the Engineer 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 ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ENGINEER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 723-5900, GAARLANDTJ@PFM.COM, OR AT 12051 CORPORATE BOULEVARD, ORLANDO, FLORIDA 32817.

Article 18. Employment Verification. The Engineer agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1986, of all persons it employs in the performance of this Agreement.

Article 19. Controlling Law; Jurisdiction  and  Venue.  Engineer and the District  agree that this Agreement shall be controlled and governed by the laws of the State of Florida. Jurisdiction and venue for any proceeding with respect to this Agreement shall be in Manatee County, Florida

Article 20.  Notices.  All notices, requests, consents and other communications under  this Agreement (“Notices”) shall be in writing and shall be delivered, transmitted by electronic mail (e-mail) and mailed by First Class Mail, postage prepaid, or overnight delivery service, to
the parties, as follows:		
If to the District:	Lakewood Ranch Stewardship District	
	12051 Corporate Blvd.	
	Orlando, Florida 32817	
	Attn: District Manager	
With a copy to:	Hopping Green & Sams, P.A.	
	119 S. Monroe Street, Suite 300	
	Tallahassee, Florida 32301	
	Attn: Jonathan T. Johnson	
If to Engineer:	Waldrop Engineering, P.A.	
	28100 Bonita Grande Dr., Suite 305	
	Bonita Springs, Florida 34135	
	Attn: Jeremy H. Arnold, PE	

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 District and counsel for Engineer may deliver Notice on behalf of District and Engineer, respectively. 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.

Article 21. Assignment. Neither the District nor the Engineer shall assign, sublet, or transfer any rights under or interest in this Agreement without the express written consent of the other. Nothing in this paragraph shall prevent the Engineer from employing such independent professional associates and consultants as Engineer deems appropriate, pursuant to the terms of this Agreement.

Article 22. Termination. The District may terminate this Agreement for cause immediately upon notice to Engineer. The District or the Engineer may terminate this Agreement without cause upon seven (7) days written notice. At such time as the Engineer receives notification of the intent of the District to terminate the contract, the Engineer shall not perform any further services unless directed to do so in writing by the District. In the event of any termination or breach of any kind, the Engineer shall not be entitled to consequential or other damages of any kind (including but not limited to lost profits), but instead the Engineer’s sole remedy will be to recover payment for services rendered to the date of the notice of termination, subject to any offsets.

Article 23. Recovery of Costs and  Fees.  In the  event either party is required to  enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys’ fees, paralegal fees, expert witness fees and costs.

Article 24.  Acceptance.   Acceptance of this Agreement is indicated by the signature   of the authorized representative of the District and the Engineer in the spaces provided below.

IN WITNESS WHEREOF, the parties hereto have caused these present to be executed the day and year first above written.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary	Rex E. Jensen, Chairman

WALDROP ENGINEERING, P.A.

Witness	By:	 Its:   	

Exhibit A: Schedule of Rates

Exhibit A

Schedule of Rates

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Financing Team Funding Agreement Forestar (USA) Real Estate Group, Inc.

FINANCING TEAM FUNDING AGREEMENT BETWEEN THE LAKEWOOD RANCH STEWARDSHIP DISTRICT
AND FORESTAR (USA) REAL ESTATE GROUP, INC.

This AGREEMENT (the “Agreement”) is made and entered into this 6th day of November, 2020, by and between:

Lakewood Ranch Stewardship District, an independent special district established pursuant to Chapter 2005-338, Laws of Florida, and located in Sarasota and Manatee Counties, Florida with a mailing address of 12051 Corporate Blvd., Orlando, Florida 32817 (hereinafter “District”); and

Forestar (USA) Real Estate Group, Inc., a Delaware corporation and owner of lands within the boundaries of the District, whose address is 4042 Park Oaks Blvd., Suite 200, Tampa, Florida 33610 (hereinafter “Developer”).

Recitals

WHEREAS, the District was established pursuant to Chapter 2005-338, Laws of Florida for the purpose of long-range provision for, and management, financing, and long-term maintenance, upkeep, and operation of, services and facilities to be provided for ultimate development of the lands within the District; and

WHEREAS, the District presently expects to levy special assessments and ultimately access the public bond market to provide for the financing of certain capital improvements, facilities, and services to benefit the lands within the District; and

WHEREAS, the Developer is developing the lands within the “Star Farms” project within the District (the “Project”), which will benefit from such improvements, facilities, and services and desires to assist the District with its financing program; and

WHEREAS, the District and the Developer desire to enter into this agreement to provide funds to enable the District to commence with the levy of special assessments for its financing program.

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the parties agree as follows:

Provision of Funds. Developer agrees to make available to the District such monies as are necessary to proceed with the issuance of bonds or other indebtedness to fund the District’s improvements, facilities and services.

Developer agrees to provide to the District any such monies within fourteen (14) days of the receipt of an invoice from the District requesting such funds. Such

funds, and all future funds provided pursuant to this Agreement, may be supplied by check, cash, wire transfer or other form of payment deemed satisfactory in the sole discretion of the District as determined by the District Manager. The District agrees to authorize District staff, including the District Engineer, District Manager, and District Counsel to proceed with the work contemplated by this Agreement.

Developer and the District agree that all fees, costs or other expenses incurred by the District for the services of the District’s Engineer, Counsel, Financial Advisor or other professionals, for the work contemplated by this Agreement shall be paid solely from the funds provided by Developer pursuant to this Agreement. Such payments shall be made in accordance with the District’s normal invoice and payment procedures. The District agrees that any funds provided by Developer pursuant to this Agreement shall be used solely for fees, costs, and expenses arising from or related to the work contemplated by this Agreement.

The District agrees to provide to Developer, on a monthly basis, copies of all invoices, requisitions, or other bills for which payment is to be made from the funds provided by Developer. The District agrees to provide to Developer, monthly, a statement from the District Manager showing funds on deposit prior to payment, payments made, and funds remaining on deposit with the District.

In the event that Developer fails to provide any such funds pursuant to this Agreement, Developer and the District agree the work may be halted until such time as sufficient funds are provided by Developer to ensure payment of the costs, fees or expenses which may be incurred in the performance of such work.

The District agrees that Developer shall be repaid all monies advanced pursuant to this Agreement at such time as the District issues long term bonds for the improvements related to work contemplated by this Agreement. Such repayment is conditioned upon the determination of Bond Counsel that these monies may be properly included within a tax exempt bond financing.

Termination. Developer and District agree that Developer may terminate this Agreement without cause by providing ten (10) days written notice of termination to the District. Any such termination by Developer is contingent upon Developer provision of sufficient funds to cover any and all fees, costs or expenses incurred by the District in connection with the work to be performed under this Agreement as of the date by when notice of termination is received. Developer and the District agree that the District may terminate this Agreement due to a failure of Developer to provide funds in accordance with Section 1 of this Agreement, by providing ten
(10) days written notice of termination to Developer; provided, however, that the Developer shall be provided a reasonable opportunity to cure any such failure.

Default. 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 damages, injunctive relief and/or specific performance.

Enforcement of Agreement. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorney’s fees, paralegal fees, and expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.

Agreement. This instrument shall constitute the final and complete expression of this Agreement between the parties relating to the subject matter of this Agreement.

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 of the parties hereto.

Authorization. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all the requirements of law, and each party has full power and authority to comply with the terms and provisions of this instrument.

Notices. All notices, requests, consents and other communications hereunder (“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 Developer:	Forestar (USA) Real Estate Group, Inc.
4042 Park Oaks Blvd., Suite 200
Tampa, Florida 33610 Attn:  	

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 S. Monroe Street, Suite 300 (32301 Post Office Box 6526
Tallahassee, Florida 32314 Attn: Jonathan T. Johnson

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. 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 parties may deliver Notice on behalf of the parties. 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.

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

Assignment. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

Controlling Law. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Venue shall  be in Manatee or Sarasota County, Florida.

Effective Date. The Agreement shall be effective after execution by both parties hereto and shall remain in effect unless terminated by either of the parties hereto.

Public Records. Developer understands and agrees that all documents of any kind provided to the District or to District Staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law.

Capitalization. The parties agree that all funds provided by Developer pursuant to this Agreement may be reimbursable from proceeds of District financing for capital improvements relative to the Project, and that within forty-five (45) days of receipt of the proceeds by the District of bonds or notes for the Project, the District shall reimburse Developer in full, exclusive of interest, for these advances; provided, however, that bond counsel determines that such monies are properly compensable from the proceeds of tax-exempt financing. In the event that District bonds are not issued within two (2) years of the date of this agreement, all funds provided by Developer pursuant to this Agreement deemed by bond counsel to be properly compensable from the proceeds of tax-exempt financing shall be deemed paid in lieu of taxes or assessments.

[CONTINUED ON NEXT PAGE]

IN WITNESS WHEREOF, the parties execute this Agreement the day and year first written
above.

Attest:	LAKEWOOD RANCH
STEWARDSHIP DISTRICT

Secretary	Rex E. Jensen, Chairman

WITNESSES:	FORESTAR	(USA)	GROUP	REAL
ESTATE, INC., a Delaware corporation

By: 		 	
Name: 		Anthony Squitieri, Division President

By:		 Name: 		

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Bid Award for White Eagle Blvd. Signalizations Project

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Award Recommendation and Bid Tabulation

October 8, 2020

File:	215610101 213

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

Via: E-Mail (rex.jensen@smrranch.com)

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

Attn:	Mr. Rex Jensen
Chairman of the Board

Reference:	White Eagle Blvd. Signalizations Project
(White Eagle Blvd. at Malachite Rd. and White Eagle Blvd. at 44th Avenue East) Contract Recommendation

Dear Mr. Jensen:

On September 25, 2020, we received and opened two bids from Lakewood Ranch Stewardship District’s pre-qualified firms for the White Eagle Blvd. Signalizations project. We received bids from Frederick Derr & Company, Inc. and Woodruff & Sons, Inc. Attached is a tabulation of the bids received.

Woodruff & Sons, Inc. submitted the lowest Base Bid for $1,562,817.98. We have reviewed the bid package provided and determined that it is responsive, and we find the Contractor acceptable to perform the work on this project based on the information received.

Therefore, we recommend that Lakewood Ranch Stewardship District award the contract to Woodruff & Sons, Inc. for the total bid of $1,562,817.98.

If you have any questions or comments, please contact our office. Sincerely,

Stantec Consulting Services Inc.

Robert A. Engel, P.E.
District Engineer/ Senior Principal

Tel: (941) 907-6900
E-Mail: rob.engel@stantec.com
Approved by LWRSD Board

Enclosure

C:	Bob Simmons, LWR Development LLC Kathy Horn, LWR Development LLC
Mike Blackrick, LWR Development LLC	Date
Jane Gaarlandt, PFM Group Consulting LLC Jonathan Johnson, Esq., Hopping Green & Sams

10/08/2020 - JVEGA
V:\2156\active\215610101\shared\correspondence\let_r-jensen_lwrsd_white-eagle-signals_malachite_44th_bid-award-rcmndtn_woodruff_rae_20201008.docx

Bid Form
White Eagle Blvd Signalization Projects
September 2020

Summary of Construction Costs
	Woodruff & Sons, Inc	Frederick Derr & Company	
White Eagle Blvd & Malachite Dr Signalization Improvements	$571,430.86	$588,356.25	
White Eagle Blvd & Malachite Dr Roadway Improvements	$167,499.22	$159,399.22	
White Eagle Blvd. and 44th Ave. East Signalization Improvements	$823,887.89	$854,917.11	

Sub-Total =	$1,562,817.98	$1,602,672.57	
Grand Total =	 	$1,562,817.98	$1,602,672.57	
			
	Total changed due to rounding error		

10/2/2020-1:57 PM
V:\2156\active\215610101\civil\specifications\white_eagle_signals\bid_tab\web_bid_tab-2020-09-29.xlsm-Cost Summary	1 of 7

BID FORM
Project:	White Eagle Blvd & Malachite Dr Intersection
Improvements	Sept 2020		
SIGNALIZATION IMPROVEMENTS			Woodruff & Sons, Inc	Frederick Derr & Company	
Item No.	Description	Unit	QTY	Unit Price	Amount	Unit Price	Amount	
	PERFORMANCE/PAYMENT BOND	EA	1	$2,712.62	$2,712.62	$11,775.00	$11,775.00	
	EXTENDED TWO YEAR WARRANTY	EA	1	$2,300.00	$2,300.00	$1.00	$1.00	
0101 1	MOBILIZATION	LS	1	$40,131.89	$40,131.89	$36,280.00	$36,280.00	
0102 1	MAINTENANCE OF TRAFFIC	LS	1	$9,078.07	$9,078.07	$11,065.00	$11,065.00	
0104 1	BEST MANAGEMENT PRACTICES	LS	1	$5,853.20	$5,853.20	$4,840.00	$4,840.00	
0110 1 1	CLEARING AND GRUBBING	LS	1	$4,601.44	$4,601.44	$4,840.00	$4,840.00	
0630 2 11	CONDUIT, F&I, OPEN TRENCH	LF	240	$9.78	$2,347.20	$10.30	$2,472.00	
0630 2 12	CONDUIT, F&I, DIRECTIONAL BORE	LF	390	$34.51	$13,458.90	$36.30	$14,157.00	
0630 2 14	CONDUIT, F&I, ABOVE GROUND	LF	10	$18.40	$184.00	$19.40	$194.00	
0632 7 1	SIGNAL CABLE NEW OR RECONSTRUCTED
INTERSECTION, F&I	PI	1	$10,353.24	$10,353.24	$10,895.00	$10,895.00	
0633 1121	FIBER OPTIC CABLE, F&I, UNDERGROUND, 2 12
FIBERS	LF	65	$4.43	$287.95	$4.70	$305.50	
0633 1122	FIBER OPTIC CABLE, F&I, UNDERGROUND, 13 48
FIBERS	EA	50	$6.33	$316.50	$6.70	$335.00	
0633 2 31	FIBER OPTIC CONNECTION, INSTALL, SPLICE	EA	12	$44.29	$531.48	$46.60	$559.20	
0633 3 11	FIBER OPTIC CONNECTION HARDWARE, F&I,
SPLICE ENCLOSURE	EA	1	$917.41	$917.41	$965.20	$965.20	
0633 3 12	FIBER OPTIC CONNECTION HARDWARE, F&I,
SPLICE TRAY	EA	1	$63.27	$63.27	$66.60	$66.60	
0633 3 13	FIBER OPTIC CONNECTION HARDWARE, F&I,
PRETERMINATED CONNECTOR ASSEMBLY	EA	1	$1,613.38	$1,613.38	$1,697.50	$1,697.50	
0635 2 11	PULL & SPLICE BOX, F&I, 13" x 24" COVER SIZE	EA	16	$805.26	$12,884.16	$847.20	$13,555.20	

0639 1122	ELECTRICAL POWER SERVICE, F&I,
UNDERGROUND, METER PURCHASED BY CONTRACTOR	
AS	
1	
$2,875.90	
$2,875.90	
$3,025.75	
$3,025.75	
0639 2 1	ELECTRICAL SERVICE WIRE, F&I	LF	50	$9.78	$489.00	$10.30	$515.00	
0639 3 11	ELECTRICAL SERVICE DISCONNECT, F&I, POLE
MOUNT	EA	1	$862.77	$862.77	$907.70	$907.70	
0641 2 12	PRESTRESSED CONCRETE POLE, F&I, TYPE P II
SERVICE POLE	EA	1	$1,265.40	$1,265.40	$1,331.35	$1,331.35	
0646 1 11	ALUMINUM SIGNALS POLE, PEDESTAL	EA	8	$1,328.67	$10,629.36	$1,398.00	$11,184.00	
0649 21 6	STEEL MAST ARM ASSEMBLY, F&I, SINGLE ARM 50'	EA	1	$48,890.32	$48,890.32	$51,437.20	$51,437.20	
0649 21 10	STEEL MAST ARM ASSEMBLY, F&I, SINGLE ARM 60'	EA	2	$53,491.77	$106,983.54	$56,278.30	$112,556.60	
0649 21 15	STEEL MAST ARM ASSEMBLY, F&I, SINGLE ARM 70'	EA	1	$59,243.58	$59,243.58	$62,329.75	$62,329.75	

BID FORM
Project:	White Eagle Blvd & Malachite Dr Intersection
Improvements	Sept 2020		
SIGNALIZATION IMPROVEMENTS			Woodruff & Sons, Inc	Frederick Derr & Company	
0650 1 14	TRAFFIC SIGNAL, F&I, ALUMINUM, 3 SECTION, 1
WAY	AS	7	$1,179.12	$8,253.84	$1,240.55	$8,683.85	
0650 1 16	TRAFFIC SIGNAL, F&I, ALUMINUM, 4 SECTION, 1
WAY	AS	3	$1,409.19	$4,227.57	$1,482.60	$4,447.80	
0650 1 19	TRAFFIC SIGNAL, F&I, ALUMINUM, 5 SECTION
CLUSTER, 1 WAY	AS	1	$1,926.86	$1,926.86	$2,027.25	$2,027.25	
0653 1 11	PEDESTRIAN SIGNAL, F&I, LED COUNTDOWN, 1
WAY	AS	8	$690.21	$5,521.68	$726.20	$5,809.60	

0660 3 11A	VEHICLE DETECTION SYSTEM WAVETRONIX
SMARTSENSOR ADVANCE, F&I CABINET EQUIPMENT	
EA	
1	
$5,004.07	
$5,004.07	
$5,264.75	
$5,264.75	

0660 3 12A	VEHICLE DETECTION SYSTEM WAVETRONIX
SMARTSENSOR ADVANCE, F&I, ABOVE GROUND EQUIPMENT	
EA	
2	
$8,115.80	
$16,231.60	
$8,538.60	
$17,077.20	

0660 3 11M	VEHICLE DETECTION SYSTEM WAVETRONIX SMARTSENSOR MATRIX, F&I CABINET EQUIPMENT	
EA	
1	
$5,521.73	
$5,521.73	
$5,809.40	
$5,809.40	

0660 3 12M	VEHICLE DETECTION SYSTEM WAVETRONIX
SMARTSENSOR MATRIX, F&I, ABOVE GROUND EQUIPMENT	
EA	
4	
$8,627.70	
$34,510.80	
$9,077.15	
$36,308.60	

0660 6121	VEHICLE DETECTION SYSTEM AVI, BLUETOOTH, FURNISH & INSTALL, CABINET EQUIPMENT	
EA	
1	
$5,751.80	
$5,751.80	
$6,051.45	
$6,051.45	

0660 6122	VEHICLE DETECTION SYSTEM AVI, BLUETOOTH,
FURNISH & INSTALL, ABOVE GROUND EQUIPMENT	
EA	
1	
$17,830.59	
$17,830.59	
$18,760.00	
$18,760.00	
0665 1 11	PEDESTRIAN DETECTOR, F&I, STANDARD	EA	8	$230.07	$1,840.56	$242.00	$1,936.00	
0670 5110	TRAFFIC CONTROLLER ASSEMBLY, F&I, NEMA	AS	1	$40,837.81	$40,837.81	$42,965.00	$42,965.00	

0682 1113	ITS CCTV CAMERA, F&I, DOME PTZ ENCLOSURE PRESSURIZED, IP, HIGH DEFINITION	
EA	
1	
$7,764.93	
$7,764.93	
$8,170.00	
$8,170.00	
0684 1 1	MANAGED FIELD ETHERNET SWITCH, F&I	EA	1	$5,861.09	$5,861.09	$6,165.00	$6,165.00	
0684 6 11	WIRELESS COMMUNICATION DEVICE, FURNISH &
INSTALL ETHERNET ACCESS POINT	EA	1	$2,588.31	$2,588.31	$2,724.00	$2,724.00	
0684 6 12	WIRELESS COMMUNICATION DEVICE, FURNISH &
INSTALL ETHERNET SUBSCRIBER UNIT	EA	1	$2,933.42	$2,933.42	$3,086.00	$3,086.00	
0685 1 11	UNINTERRUPTIBLE POWER SUPPLY, FURNISH AND
INSTALL, LINE INTERACTIVE	EA	1	$8,052.53	$8,052.53	$8,472.00	$8,472.00	
0700 3201	SIGN PANEL, FURNISH & INSTALL OVERHEAD
MOUNT, UP TO 12 SF	EA	5	$690.21	$3,451.05	$726.20	$3,631.00	
0700 5 22	INTERNALLY ILLUMINATED SIGN, F&I, OVERHEAD
MOUNT, 12 18 SF	EA	4	$3,853.71	$15,414.84	$4,054.50	$16,218.00	
0711 11123	THERMOPLASTIC, STANDARD, WHITE, SOLID, 12"
FOR CROSSWALK AND ROUNDABOUT	LF	904	$3.75	$3,390.00	$4.85	$4,384.40	
0711 11125	THERMOPLASTIC, STANDARD, WHITE, SOLID, 24"
FOR STOP LINE AND CROSSWALK	LF	71	$7.49	$531.79	$7.25	$514.75	

0711 11141	THERMOPLASTIC, STANDARD, WHITE, 2 4 DOTTED
GUIDELINE/ 6 10 GAP EXTENSION, 6"	
GM	
0.029	
$4,994.47	
$144.84	
$4,958.00	
$143.78	
0711 11170	THERMOPLASTIC, STANDARD, WHITE, ARROW	EA	8	$74.92	$599.36	$121.00	$968.00	

0711 11241	THERMOPLASTIC, STANDARD, YELLOW, 2 4
DOTTED GUIDE LINE /6 10 DOTTED EXTENSION LINE, 6"	
GM	
0.073	
$4,994.47	
$364.60	
$5,252.35	
$383.42	
0711 11224	THERMOPLASTIC, STANDARD, YELLOW, SOLID,
18" FOR DIAGONAL OR CHEVRON	LF	43	$6.24	$268.32	$6.05	$260.15	
0711 14125	THERMOPLASTIC, PREFORMED, WHITE, SOLID,
24" FOR CROSSWALK	LF	908	$19.98	$18,141.84	$7.25	$6,583.00	
0711 15101	THERMOPLASTIC, STANDARD OPEN GRADED
ASPHALT SURFACES, WHITE, SOLID, 6"	GM	0.10	$6,243.09	$624.31	$7,732.20	$773.22	
0711 15201	THERMOPLASTIC, STANDARD OPEN GRADED
ASPHALT SURFACES, YELLOW, SOLID, 6"	GM	0.11	$6,243.09	$686.74	$7,029.30	$773.22	

0711 17 1	THERMOPLASTIC, REMOVE EXISTING THERMOPLASTIC PAVEMENT MARKINGS
SURFACE TO REMAIN	
SF	
1311	
$3.75	
$4,916.25	
$2.15	
$2,818.65	

BID FORM
Project:	White Eagle Blvd & Malachite Dr Intersection
Improvements	Sept 2020		
SIGNALIZATION IMPROVEMENTS			Woodruff & Sons, Inc	Frederick Derr & Company	
0715 1 12	LIGHTING CONDUCTORS, F&I, INSULATED, NO.8 6	LF	470	$1.32	$620.40	$1.40	$658.00	

0715 5 31	LUMINAIRE & BRACKET ARM ALUMINUM, FURNISH & INSTALL NEW LUMINAIRE AND ARM
ON NEW/EXISTING POLE	
EA	
4	
$2,185.69	
$8,742.76	
$2,299.55	
$9,198.20	
SUBTOTAL SIGNALIZATION COSTS	$571,430.86		$588,356.25	

BID FORM
Project:	White Eagle Blvd & Malachite Dr Intersection
Improvements	Sept 2020		
ROADWAY IMPROVEMENTS			Woodruff & Sons, Inc	Frederick Derr & Company	
Item No.	Description	Unit	QTY	Unit Price	Amount	Unit Price	Amount	
	PERFORMANCE/PAYMENT BOND	EA	1	$2,712.62	$2,712.62	$3,325.00	$3,325.00	
	EXTENDED TWO YEAR WARRANTY	EA	1	$700.00	$700.00	$1.00	$1.00	
0101 1	MOBILIZATION	LS	1	$20,079.67	$20,079.67	$8,098.97	$8,098.97	
0102 1	MAINTENANCE OF TRAFFIC	LS	1	$9,353.16	$9,353.16	$6,680.00	$6,680.00	
0104 18	INLET PROTECTION SYSTEM	EA	4	$455.97	$1,823.88	$140.00	$560.00	
0110 1 1	CLEARING & GRUBBING	AC	1	$8,603.58	$8,603.58	$6,715.00	$6,715.00	
0160 4	TYPE B STABILIZATION	SY	764	$16.85	$12,873.40	$19.80	$15,127.20	
0285709	OPTIONAL BASE,BASE GROUP 09	SY	642	$29.38	$18,861.96	$30.85	$19,805.70	
0327 70 6	MILLING EXIST ASPH PAVT,1 1/2" AVG DEPTH	SY	2415	$5.78	$13,958.70	$6.35	$15,335.25	
0334 1 13	SUPERPAVE ASPHALTIC CONC, TRAFFIC C	TN	218	$140.84	$30,703.12	$154.95	$33,779.10	
0337 7 82	ASPHALT CONCRETE FC-9.5	TN	87	$206.82	$17,993.34	$227.55	$19,796.85	
0520 1 12	CONCRETE CURB & GUTTER, TYPE F W/SP GUTT	LF	469	$20.69	$9,703.61	$17.25	$8,090.25	
0570 1 1	SOD	SY	67	$3.38	$226.46	$2.85	$190.95	
0700 1 50	SINGLE POST SIGN, RELOCATE	AS	1	$385.13	$385.13	$423.60	$423.60	
0700 1 60	SINGLE POST SIGN, REMOVE	AS	12	$38.51	$462.12	$42.35	$508.20	
0700 3601	SIGN PANEL, REMOVE, UP TO 12 SF	EA	2	$38.51	$77.02	$42.35	$84.70	
0700 2 14	MULTI-POST SIGN, F&I GROUND MOUNT, 3150 SF	AS	3	$6,327.15	$18,981.45	$6,959.15	$20,877.45	
SUBTOTAL ROADWAY COSTS	$167,499.22		$159,399.22	

BID FORM
Project:	White Eagle Blvd. and 44th Ave. East Signalization
Improvements	Sept 2020		
SIGNALIZATION IMPROVEMENTS			Woodruff & Sons, Inc	Frederick Derr & Company	
Item No.	Description	Unit	QTY	Unit Price	Amount	Unit Price	Amount	
	PERFORMANCE/PAYMENT BOND	EA	1	$2,712.62	$2,712.62	$15,780.00	$15,780.00	
	EXTENDED TWO YEAR WARRANTY	EA	1	$3,300.00	$3,300.00	$1.00	$1.00	
0101 1	MOBILIZATION	LS	1	$40,131.88	$40,131.88	$36,278.00	$36,278.00	
0102 1	MAINTENANCE OF TRAFFIC	LS	1	$9,078.07	$9,078.07	$11,063.90	$11,063.90	
0104 1	BEST MANAGEMENT PRACTICES	LS	1	$5,853.20	$5,853.20	$4,841.15	$4,841.15	
0110 1 1	CLEARING AND GRUBBING	LS	1	$4,601.44	$4,601.44	$4,841.15	$4,841.15	
0630 2 11	CONDUIT, F&I, OPEN TRENCH	LF	180	$9.78	$1,760.40	$10.30	$1,854.00	
0630 2 12	CONDUIT, F&I, DIRECTIONAL BORE	LF	525	$34.51	$18,117.75	$36.30	$19,057.50	
0630 2 14	CONDUIT, F&I, ABOVE GROUND	LF	10	$18.40	$184.00	$19.40	$194.00	
0632 7 1	SIGNAL CABLE - NEW OR RECONSTRUCTED
INTERSECTION, F&I	PI	1	$10,353.24	$10,353.24	$10,892.60	$10,892.60	
0633 1121	FIBER OPTIC CABLE, F&I, UNDERGROUND, 2-12 FIBERS	LF	60	$4.43	$265.80	$4.70	$282.00	
0633 1122	FIBER OPTIC CABLE, F&I, UNDERGROUND, 13-48 FIBERS	LF	50	$6.33	$316.50	$6.70	$335.00	
0633 2 31	FIBER OPTIC CONNECTION, INSTALL, SPLICE	EA	12	$44.29	$531.48	$46.60	$559.20	
0633 3 11	FIBER OPTIC CON HDWR, F&I, SPLICE ENCL	EA	1	$917.41	$917.41	$965.20	$965.20	
0633 3 12	FIBER OPTIC CONNECTION HARDWARE, F&I, SPLICE
TRAY	EA	1	$63.27	$63.27	$66.60	$66.60	
0633 3 13	FIBER OPTIC CONNECTION HARDWARE, F&I,
PRETERMINATED ASSEMBLY	EA	1	$1,613.38	$1,613.38	$1,697.45	$1,697.45	
0635 2 11	PULL & SPLICE BOX, F&I, 13" x 24" COVER SIZE	EA	10	$805.26	$8,052.60	$847.20	$8,472.00	
0635 2 13	PULL & SPLICE BOX, F&I, 30" X 60" RECTANGULAR OR 36"
ROUND COVER SIZE	EA	1	$2,588.31	$2,588.31	$2,723.15	$2,723.15	
0639 1122	ELECTRICAL POWER SERVICE, F&I, UNDERGROUND,
METER PURCHASED BY CONTRACTOR	AS	1	$2,875.90	$2,875.90	$3,025.75	$3,025.75	
0639 2 1	ELECTRICAL SERVICE WIRE, F&I	LF	45	$9.78	$440.10	$10.30	$463.50	
0639 3 11	ELECTRICAL SERVICE DISCONNECT, F&I, POLE MOUNT	EA	1	$862.77	$862.77	$907.70	$907.70	
0641 2 12	PRESTRESSED CONCRETE POLE, F&I, TYPE P-II SERVICE
POLE	EA	1	$1,265.40	$1,265.40	$1,331.35	$1,331.35	
0646 1 11	ALUMINUM SIGNALS POLE, F&I, PEDESTAL	EA	7	$1,328.67	$9,300.69	$1,397.90	$9,785.30	
0649 21 A	OPTIONAL ITEM - MAST ARMS POWDER COATED
BRWN/BRONZE	EA	4	$5,464.21	$21,856.84	$5,748.85	$22,995.40	

0649 21 20	STEEL MAST ARM ASSEMBLY, FURN & INST, DBL ARM 70'-
70'	EA	1	$75,923.81	$75,923.81	$79,878.90	$79,878.90	
0649 21 26	STEEL MAST ARM ASSEMBLY, FURN & INST, DBL ARM 78'-
70'	EA	3	$80,525.25	$241,575.75	$84,720.00	$254,160.00	
0650 1 19	TRAFFIC SIGNAL, F&I, AL, 5 SECTION CLUSTER, 1 WAY	AS	4	$1,926.86	$7,707.44	$2,027.25	$8,109.00	
0650 1 14	TRAFFIC SIGNAL, F&I, AL, 3 SECTION, 1 WAY	AS	8	$1,179.12	$9,432.96	$1,240.55	$9,924.40	
0650 1 16	TRAFFIC SIGNAL, F&I, ALUMINUM, 4 SECTION, 1 WAY	AS	8	$1,409.19	$11,273.52	$1,482.60	$11,860.80	
0653 1 11	PEDESTRIAN SIGNAL, F&I, LED COUNTDOWN, 1 WAY	AS	8	$690.21	$5,521.68	$726.20	$5,809.60	
0660 3 11A	VEHICLE DETECTION SYSTEM - WAVETRONIX
SMARTSENSOR ADVANCE, F&I CABINET EQUIPMENT	EA	1	$5,004.07	$5,004.07	$5,264.75	$5,264.75	

0660 3 12A	VEHICLE DETECTION SYSTEM - WAVETRONIX
SMARTSENSOR ADVANCE, F&I, ABOVE GROUND EQUIPMENT	
EA	
4	
$8,115.80	
$32,463.20	
$8,538.60	
$34,154.40	
0660 3 11M	VEHICLE DETECTION SYSTEM - WAVETRONIX
SMARTSENSOR MATRIX, F&I CABINET EQUIPMENT	EA	1	$5,521.73	$5,521.73	$5,810.00	$5,810.00	

0660 3 12M	VEHICLE DETECTION SYSTEM - WAVETRONIX
SMARTSENSOR MATRIX, F&I, ABOVE GROUND EQUIPMENT	
EA	
4	
$8,627.70	
$34,510.80	
$9,077.15	
$36,308.60	
0660 6121	VEHICLE DETECTION SYSTEM - AVI, BLUETOOTH, FURNISH
& INSTALL, CABINET EQUIPMENT	EA	1	$5,751.80	$5,751.80	$6,051.45	$6,051.45	
0660 6122	VEHICLE DETECTION SYSTEM - AVI, BLUETOOTH, FURNISH
& INSTALL, ABOVE GROUND EQUIPMENT	EA	1	$17,830.59	$17,830.59	$18,760.00	$18,760.00	
0665 1 11	PEDESTRIAN DETECTOR, F&I, STANDARD	EA	8	$230.07	$1,840.56	$242.00	$1,936.00	
0670 5110	TRAFFIC CONTROLLER ASSEMBLY, F&I, NEMA	AS	1	$40,837.81	$40,837.81	$42,965.00	$42,965.00	
0682 1113	ITS CCTV CAMERA, F&I, DOME PTZ ENCLOSURE -
PRESSURIZED, IP, HIGH DEFINITION	EA	1	$7,764.93	$7,764.93	$8,170.00	$8,170.00	
0684 1 1	MANAGED FIELD ETHERNET SWITCH, F&I	EA	1	$5,861.09	$5,861.09	$6,166.40	$6,166.40	
0684 6 11	WIRELESS COM. DEVICE, FURNISH & INSTALL ETHERNET
ACCESS POINT	EA	1	$2,588.31	$2,588.31	$2,725.00	$2,725.00	
0685 1 11	UNINTERRUPTIBLE POWER SUPPLY, FURNISH AND INSTALL,
LINE INTERACTIVE	EA	1	$8,052.53	$8,052.53	$8,475.00	$8,475.00	
0700 2 14	MULTI- POST SIGN, F&I GROUND MOUNT, 31-50 SF	AS	4	$6,614.58	$26,458.32	$6,959.15	$27,836.60	

BID FORM
Project:	White Eagle Blvd. and 44th Ave. East Signalization
Improvements	Sept 2020		
SIGNALIZATION IMPROVEMENTS			Woodruff & Sons, Inc	Frederick Derr & Company	
Item No.	Description	Unit	QTY	Unit Price	Amount	Unit Price	Amount	
0700 11391	ELECT DISPLAY SIGN, FURNISH & INSTALL OVERHEAD
MNT- AC POWERED, BLANK OUT SIGN, UP TO 12 SF	AS	4	$10,295.73	$41,182.92	$10,832.00	$43,328.00	
0700 5 22	INTERNALLY ILLUMINATED SIGN, F&I, OVERHEAD MOUNT,
12 - 18 SF	EA	4	$3,853.71	$15,414.84	$4,054.50	$16,218.00	
0700 3201	SIGN PANEL, F&I OM, UP TO 12 SF	EA	8	$690.21	$5,521.68	$726.20	$5,809.60	
0700 5 22	INTERNALLY ILLUMINATED SIGN, F&I, OVERHEAD MOUNT,
12 - 18 SF	EA	4	$3,853.71	$15,414.84	$2,299.55	$9,198.20	
0711 11123	THERMOPLASTIC, STD, WHITE, SOLID, 12"	LF	1136	$3.58	$4,066.88	$4.85	$5,509.60	
0711 11125	THERMOPLASTIC, STD, WHITE, SOLID, 24"	LF	1383	$7.17	$9,916.11	$7.25	$10,026.75	
0711 11141	THERMO, STND, WHT, 2-4 DOT GUIDELINE/ 6-10 GAP EXT,
6"	GM	0.14	$4,778.63	$669.01	$4,792.70	$670.98	
0711 11170	THERMOPLASTIC, STD, WHITE, ARROW	EA	8	$71.68	$573.44	$121.05	$968.40	
0711 15101	THERMO, STND-OPEN GRADED ASP SURFACES WHITE,
SOLID, 6"	GM	0.02	$5,973.29	$119.47	$7,029.00	$140.58	
0711 17	THERMOPLASTIC, REM EX THERMO MARKINGS- SURF TO
REMAIN	SF	9800	$2.99	$29,302.00	$2.15	$21,070.00	
0715 5 31	LUMINAIRE & BRACKET ARM- AL, FURN/INSTALL NEW
LUMINAIRE & ARM ON NEW/EXISTING POLE	EA	4	$2,185.69	$8,742.76	$2,299.55	$9,198.20	
TOTAL SIGNALIZATION COSTS	$823,887.89		$854,917.11	

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-12

RESOLUTION 2021-12

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT REGARDING THE AWARD OF A CONSTRUCTION CONTRACT; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Lakewood Ranch Stewardship District (the “District”), is a local unit of special-purpose government established pursuant to Chapter 2005-338, Laws of Florida to plan, construct, install, acquire, finance, manage and operate public improvements and community facilities for lands within the District; and

WHEREAS, the District has solicited bids from prequalified contractors interested in providing construction services related to the White Eagle Blvd. Signalizations Project (White Eagle Blvd. at Malachite Rd. and White Eagle Blvd. at 44th Avenue East) (the “Project”); and

WHEREAS, the District has received and evaluated bids from two (2) prequalified contractors interested in providing those services; and

WHEREAS, Woodruff & Sons, Inc. submitted a responsive bid with the lowest bid amount (the “Contractor”); and

WHEREAS, in the best interest of the District, the Board desires to award a contract to the Contractor.

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

SECTION 1. All of the representations, findings and determinations contained within  the recitals stated above are recognized as true and accurate and are expressly incorporated into this Resolution.

SECTION 2. The bid submitted by the Contractor is the bid which best serves the interests of the District.

SECTION 3. The Contractor shall be awarded a contract for construction services for  the Project.

SECTION 4. The Chairman and District Staff are hereby authorized to give notice of this award to all bidders to the extent required by law and to proceed with the execution of a contract with the selected proposer.

SECTION 5. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 6. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 6th day of November, 2020.

ATTEST:	BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Rex Jensen, Chairman

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Draw Requests

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Compilation Report

Lakewood Ranch Stewardship District
Statement of Financial Position As of 9/30/2020

Current Month	Prior Month	Variance

Current Assets	Assets		
Cash-Operating Account		$165,017.75	
Due from Land Owner		256,133.30	
Utilities Deposits		700.00	
Accounts Receivable		3,930.91	
Prepaid Expense		5,706.25	
Reserve Account		152,578.00	
Total Current Assets		$584,066.21	

Total Assets

Accounts Payable	$566,350.20	
Total Current Liabilities	$566,350.20	
Total Liabilities	$566,350.20	

Net Assets		
Retained Earnings - Prior Year	$17,716.01	
Surplus (Deficit) for the Period	0.00	
Total Net Assets	$17,716.01	
		
Total Liabilities and Net Assets	$584,066.21	

$201,912.62		$364,437.58	
$201,912.62		$364,437.58	
$201,912.62		$364,437.58	

Current Liabilities

$584,066.21

$427,973.66
0.00
700.00
0.00
0.00
0.00
$428,673.66		($262,955.91) 256,133.30
0.00
3,930.91
5,706.25
152,578.00
$155,392.55	
$428,673.66		$155,392.55	

Liabilities and Net Assets

$17,716.01 209,045.03
$226,761.04		$0.00 (209,045.03)
($209,045.03)	
			
$428,673.66		$155,392.55	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis For the Twelve Months Ended September 30, 2020

Fiscal Year	Current		Current		Current		YTD		YTD		YTD	
2020 Budget	Actual		Budget		Variance		Actual		Budget		Variance	
SOURCES OF FUNDS												
$641,172 Assessments - NE	$0		$53,431		-$53,431		$966,839		$641,172		$325,667	
1,852,414 Assessments - NW	5,096		154,368		-149,272		1,714,503		1,852,414		-137,911	
1,611,033 Assessments - SE	0		134,253		-134,253		1,512,616		1,611,033		-98,417	
408,258 Assessments - SRQ	0		34,022		-34,022		439,748		408,258		31,490	
3,061,057 Landowner Contributions	812,711		255,088		557,623		1,703,291		3,061,057		-1,357,766	
1,000 Other Revenue	3,931		83		3,848		3,950		1,000		2,950	
$7,574,934 Total	$821,738		$631,245		$190,494		$6,340,948		$7,574,934		-$1,233,986	

USES OF FUNDS GENERAL AND ADMINISTRATIVE	
$8,000 Insurance	$0		$667		-$667		$7,500		$8,000		-$500	
15,000 Meeting Advertising	906		1,250		-344		7,084		15,000		-7,916	
70,000 Engineering	8,377		5,833		2,544		94,040		70,000		24,040	
30,000 Bond Agent Fees	0		2,500		-2,500		16,548		30,000		-13,453	
100,000 Legal Fees	34,110		8,333		25,777		98,702		100,000		-1,298	
32,000 Accounting	11,550		2,667		8,883		53,685		32,000		21,685	
150,000 Lien Book and Tax Roll	33,250		12,500		20,750		127,000		150,000		-23,000	
17,000 Annual Audit	0		1,417		-1,417		15,000		17,000		-2,000	
100,000 Trustee	2,339		8,333		-5,994		80,717		100,000		-19,283	
108,000 Manager	17,792		9,000		8,792		114,727		108,000		6,727	
1,500 Postage	98		125		-27		1,753		1,500		253	
1,500 Printing and Reproduction	0		125		-125		0		1,500		-1,500	
0 Office Supplies	0		0		0		586		0		586	
3,810 Other Current Charges	351		318		33		1,130		3,810		-2,680	
22,000 Dues, Licenses & Subscriptions	300		1,833		-1,533		600		22,000		-21,400	
0 Dissemination	0		0		0		38,250		0		38,250	
$658,810 Total	$109,073		$54,901		$54,173		$657,322		$658,810		-$1,488	

RESERVES												
$152,578 Reserves	$152,578		$12,715		$139,863		$152,578		$152,578		$0	
$152,578 Total	$152,578		$12,715		$139,863		$152,578		$152,578		$0	

MAINTENANCE												
$300,000 Maintenance Management Fee	$50,000		$25,000		$25,000		$300,000		$300,000		$0	
383,400 General & Park Maintenance	87,618		31,950		55,668		454,668		383,400		71,268	
96,240 Community Service admin Fee	96,240		8,020		88,220		96,240		96,240		0	
3,626,087 Contracted Landscape & Irrigation	208,696		302,174		-93,478		2,409,827		3,626,087		-1,216,260	
901,000 Non-Contracted Landscape & Irrigation	110,818		75,083		35,735		868,761		901,000		-32,239	
1,016,846 Irrigation for Master Landscaping	101,148		84,737		16,411		833,668		1,016,846		-183,178	
241,500 Environmental	46,542		20,125		26,417		299,128		241,500		57,628	
55,273 Utilities	13,031		4,606		8,425		78,581		55,273		23,308	
143,200 Other Maintenance	39,540		11,933		27,607		190,175		143,200		46,975	
$6,763,546 Total	$753,633		$563,629		$190,004		$5,531,048		$6,763,546		-$1,232,498	
												
$7,574,934 Total Uses of Funds	$1,015,284		$631,245		$384,040		$6,340,948		$7,574,934		-$1,233,986	

$0 Surplus (Deficit) for the Period	-$193,546		$0		-$193,546		$0		$0		$0	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis
Northeast Sector
For the Twelve Months Ended September 30, 2020

Fiscal Year	Current		Current		Current		YTD		YTD		YTD	
2020 Budget	Actual		Budget		Variance		Actual		Budget		Variance	
MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
$24,740 Post Blvd & SR70 Intersection	$2,062		$2,062		$0		$25,519		$24,740		$779	
17,032 59th Ave-Lorraine to Post Blvd	500		1,419		-919		4,562		17,032		-12,470	
5,830 NE SR70 & Lorraine Rd Intersec	0		486		-486		0		5,830		-5,830	
173,473 Uihlein Road	11,737		14,456		-2,720		156,997		173,473		-16,476	
1,200 Lakebank and Swale Mowing	519		100		419		1,419		1,200		219	
92,000 Lorraine Corners	7,976		7,667		309		93,121		92,000		1,121	
50,000 Future Roads	0		4,167		-4,167		49,042		50,000		-958	
140,000 44th Ave from Lorraine to Bour	5,259		11,667		-6,408		20,876		140,000		-119,124	
40,000 Post Blvd. from 59th Ave to Ra	2,216		3,333		-1,117		11,080		40,000		-28,920	
70,910 Uihlein Rd.; 44th Ave. to SR64	0		5,909		-5,909		0		70,910		-70,910	
120,000 Rangeland Pkwy.; Uihlein Rd. t	3,555		10,000		-6,445		21,327		120,000		-98,673	
127,379 Bourneside Blvd.; SR70 to SR64	2,500		10,615		-8,115		9,600		127,379		-117,779	
84,000 Rangeland Pkwy.; Lorraine Rd.	6,749		7,000		-251		51,833		84,000		-32,167	
$946,564 Total	$43,072		$78,880		-$35,809		$445,377		$946,564		-$501,187	
NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
$46,000 Irrigation Repairs - NE	$4,330		$3,833		$496		$17,366		$46,000		-$28,634	
40,000 Plant Replacement - NE	720		3,333		-2,613		22,369		40,000		-17,631	
34,000 Mulching - NE	0		2,833		-2,833		12,513		34,000		-21,488	
76,000 Tree Trimming	9,899		6,333		3,566		10,307		76,000		-65,693	
6,000 Other Landscape Maintenance	6,941		500		6,441		25,032		6,000		19,032	
$202,000 Total	$21,890		$16,833		$5,056		$87,586		$202,000		-$114,414	
IRRIGATION FOR MASTER LANDSCAPING	
$8,868 Irrigation - Mthly - Meter Charge	$1,494		$739		$755		$8,878		$8,868		$10	
150,000 Irrgiation - Utilization - NE	14,935		12,500		2,435		125,248		150,000		-24,752	
$158,868 Total	$16,429		$13,239		$3,190		$134,126		$158,868		-$24,742	
ENVIRONMENTAL												
$16,000 Lake maint. - lakes outside comm	$5,189		$1,333		$3,856		$20,902		$16,000		$4,902	
800 Mitigation monitor. & maint-NE	0		67		-67		0		800		-800	
1,500 Littoral Shelf Plantings - NE	0		125		-125		0		1,500		-1,500	
12,000 Conservation areas - NE	7,214		1,000		6,214		17,264		12,000		5,264	
$30,300 Total	$12,403		$2,525		$9,878		$38,166		$30,300		$7,866	
UTILITIES												
$100 Manatee County Utilities	$0		$8		-$8		$0		$100		-$100	
1,273 Peace River Utilities	3,337		106		3,230		20,583		1,273		19,310	
$1,373 Total	$3,337		$114		$3,222		$20,583		$1,373		$19,210	
OTHER MAINTENANCE												
$12,000 Drainage Maintenance - Ne	$4,670		$1,000		$3,670		$17,116		$12,000		$5,116	
10,000 Storm Clean-Up - NE	0		833		-833		0		10,000		-10,000	
0 Sanitary Cleanup - NE	0		0		0		600		0		600	
3,200 Hardscape - NE	1,886		267		1,619		2,530		3,200		-670	
1,200 Miscelllaneous Maintenance - NE	0		100		-100		0		1,200		-1,200	
$26,400 Total	$7,749		$2,200		$5,549		$21,438		$26,400		-$4,962	
												
$1,365,505 TOTAL NE SECTOR	$104,879		$113,792		-$8,914		$747,276		$1,365,505		-$618,229	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis
Northwest Sector
For the Twelve Months Ended September 30, 2020

Fiscal Year	Current		Current		Current		YTD		YTD		YTD	
2020 Budget	Actual		Budget		Variance		Actual		Budget		Variance	
MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
$96,000 WhiteEagle - SR70 to Rangeland	$4,493		$8,000		-$3,507		$84,483		$96,000		-$11,517	
68,000 Rangeland- LWRBlvd to WhiteEag	3,617		5,667		-2,050		61,143		68,000		-6,857	
37,000 Kent Lake & Lake Bank Maint	3,082		3,083		-1		30,828		37,000		-6,172	
85,000 44th- LWR Blvd To WhiteEagle	2,853		7,083		-4,231		71,520		85,000		-13,480	
30,000 Malachite - LWR Blvd to White	1,553		2,500		-947		25,827		30,000		-4,173	
15,450 Lake Bank mowing	6,587		1,288		5,300		39,518		15,450		24,068	
22,800 Rangeland-WhiteEagle to Esplan	1,914		1,900		14		21,781		22,800		-1,019	
48,000 SR70 & LWR BLVD entrance	2,077		4,000		-1,923		41,712		48,000		-6,288	
88,000 LWR Blvd.; Malachite to SR64	3,692		7,333		-3,642		74,183		88,000		-13,817	
42,000 White Eagle/Malachite to 44th	1,947		3,500		-1,553		33,276		42,000		-8,724	
164,800 White Eagle/44th to Gatewood	20,112		13,733		6,378		144,259		164,800		-20,541	
20,000 White Eagle/Gatewood to SR64	1,899		1,667		232		5,696		20,000		-14,304	
7,440 Silver Palm Blvd	394		620		-226		4,895		7,440		-2,545	
53,560 Wood Fern Trail	2,485		4,463		-1,978		40,403		53,560		-13,157	
48,500 Gatewood Drive	1,951		4,042		-2,091		42,219		48,500		-6,281	
40,000 44th Ave/White Eagle to Indigo	6,075		3,333		2,742		37,894		40,000		-2,106	
14,000 44th Ave from Indigo to Lorr	1,785		1,167		618		10,610		14,000		-3,390	
30,000 Silver Falls	7,335		2,500		4,835		51,709		30,000		21,709	
80,000 117th Street	2,639		6,667		-4,028		72,870		80,000		-7,130	
26,000 Rangeland Pkwy. from Esplanade	2,156		2,167		-11		8,469		26,000		-17,531	
$1,016,550 Total	$78,643		$84,713		-$6,069		$903,292		$1,016,550		-$113,258	
NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
$62,000 Irrigation Repairs - NW	$6,505		$5,167		$1,338		$100,420		$62,000		$38,420	
42,000 Plant Replacement - NW	7,123		3,500		3,623		78,193		42,000		36,193	
100,000 Mulching - NW	0		8,333		-8,333		69,409		100,000		-30,591	
64,000 Tree Trimming	29,013		5,333		23,680		54,698		64,000		-9,302	
8,000 Other Landscape Maintenance	6,728		667		6,061		61,741		8,000		53,741	
$276,000 Total	$49,369		$23,000		$26,369		$364,461		$276,000		$88,461	
IRRIGATION FOR MASTER LANDSCAPING	
$8,610 Irrigation - Mthly - Meter Charge	$1,494		$718		$777		$8,878		$8,610		$268	
310,000 Irrgiation - Utilization - NW	32,879		25,833		7,045		275,736		310,000		-34,264	
$318,610 Total	$34,373		$26,551		$7,822		$284,614		$318,610		-$33,996	
ENVIRONMENTAL												
$32,000 Lake maint. - lakes outside comm	$5,334		$2,667		$2,667		$34,671		$32,000		$2,671	
75,000 Conservation areas - NW	13,775		6,250		7,525		103,383		75,000		28,383	
$107,000 Total	$19,109		$8,917		$10,192		$138,054		$107,000		$31,054	
UTILITIES												
$900 FPL - NW	$152		$75		$77		$648		$900		-$252	
24,000 Peace River Utilities	4,096		2,000		2,096		25,519		24,000		1,519	
$24,900 Total	$4,248		$2,075		$2,173		$26,168		$24,900		$1,268	
OTHER MAINTENANCE												
$14,000 Drainage Maintenance - NW	$2,334		$1,167		$1,167		$16,804		$14,000		$2,804	
1,000 Sanitary Cleanup - NW	0		83		-83		0		1,000		-1,000	
32,000 Hardscape - NW	2,337		2,667		-329		22,971		32,000		-9,029	
4,000 Signs - NW	23,781		333		23,448		50,143		4,000		46,143	
1,200 MiscelllaNWous Maintenance - NW	1,575		100		1,475		2,124		1,200		924	
$52,200 Total	$30,028		$4,350		$25,678		$92,043		$52,200		$39,843	
												
$1,795,260 TOTAL NW SECTOR	$215,770		$149,605		$66,165		$1,808,631		$1,795,260		$13,371	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis
Sarasota Sector
For the Twelve Months Ended September 30, 2020

Fiscal Year	Current		Current		Current		YTD		YTD		YTD	
2020 Budget	Actual		Budget		Variance		Actual		Budget		Variance	
MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
$160,000 Deer Drive	$11,279		$13,333		-$2,054		$145,230		$160,000		-$14,770	
172,000 Lorrain Road; University Pkwy	14,042		14,333		-291		168,507		172,000		-3,493	
120,000 LWR Blvd; Comm Blvd to Deer Dr	9,877		10,000		-123		108,647		120,000		-11,353	
41,200 Lorraine Rd;South Boundary	7,840		3,433		4,406		59,338		41,200		18,138	
200,000 Future Roads	0		16,667		-16,667		0		200,000		-200,000	
$693,200 Total	$43,038		$57,767		-$14,728		$481,722		$693,200		-$211,478	
NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
$20,000 Irrigation Repairs - SRQ	$9,786		$1,667		$8,119		$22,116		$20,000		$2,116	
30,000 Plant Replacement - SRQ	5,400		2,500		2,900		77,159		30,000		47,159	
60,000 Mulching - SRQ	0		5,000		-5,000		48,247		60,000		-11,753	
40,000 Tree Trimming	6,099		3,333		2,766		11,574		40,000		-28,426	
10,000 Other Landscape Maintenance	4,415		833		3,582		35,441		10,000		25,441	
$160,000 Total	$25,700		$13,333		$12,366		$194,537		$160,000		$34,537	
IRRIGATION FOR MASTER LANDSCAPING												
$8,868 Irrigation - Mthly - Meter Charge	$1,494		$739		$755		$8,878		$8,868		$10	
200,000 Irrgiation - Utilization - SRQ	11,300		16,667		-5,366		94,769		200,000		-105,231	
$208,868 Total	$12,794		$17,406		-$4,611		$103,647		$208,868		-$105,221	
ENVIRONMENTAL												
$12,000 Lake maint. - lakes outside comm	$10,880		$1,000		$9,880		$16,755		$12,000		$4,755	
$2,200 Littoral Shelf Plant	0		183		-183		0		2,200		-2,200	
16,000 Conservation areas - SRQ	1,850		1,333		517		22,635		16,000		6,635	
$30,200 Total	$12,730		$2,517		$10,213		$39,390		$30,200		$9,190	
UTILITIES												
$28,000 FPL - SRQ	$5,246		$2,333		$2,913		$30,504		$28,000		$2,504	
$28,000 Total	$5,246		$2,333		$2,913		$30,504		$28,000		$2,504	
OTHER MAINTENANCE												
$12,000 Drainage Maintenance - SRQ	$0		$1,000		-$1,000		$0		$12,000		-$12,000	
2,000 Sanitary Cleanup - SRQ	0		167		-167		0		2,000		-2,000	
10,000 Hardscape - SRQ	925		833		92		12,517		10,000		2,517	
2,000 MiscelllaSRQous Maintenance - SRQ	0		167		-167		665		2,000		-1,335	
$26,000 Total	$925		$2,167		-$1,241		$13,182		$26,000		-$12,818	
												
$1,146,268 TOTAL SRQ SECTOR	$100,433		$95,522		$4,911		$862,982		$1,146,268		-$283,286	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis
Southeast Sector
For the Twelve Months Ended September 30, 2020

Fiscal Year	Current		Current		Current		YTD		YTD		YTD	
2020 Budget	Actual		Budget		Variance		Actual		Budget		Variance	
MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
$350,000 U Pkwy/Lorraine to Concession	$9,432		$29,167		-$19,735		$133,385		$320,833		-$187,448	
204,000 The Masters Ave. Extension	15,904		17,000		-1,096		200,930		187,000		13,930	
105,000 Lorraine Rd.- East Side	5,265		8,750		-3,485		66,663		96,250		-29,587	
20,173 CDD allocation/UP & Lorraine	0		1,681		-1,681		17,310		18,492		-1,182	
108,000 Bournside Blvd Masters to SR70	4,290		9,000		-4,710		51,485		99,000		-47,515	
12,600 Covenant Way	0		1,050		-1,050		1,050		11,550		-10,500	
110,000 Masters Ave from Players Dr	9,051		9,167		-116		108,612		100,833		7,779	
60,000 Bourneside Blvd from Masters	0		5,000		-5,000		0		55,000		-55,000	
$969,773 Total	$43,942		$80,814		-$36,872		$579,435		$888,959		-$309,523	
NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
$65,000 Irrigation Repairs - SE	$4,395		$5,417		-$1,022		$43,073		$59,583		-$16,510	
100,000 Plant Replacement - SE	3,498		8,333		-4,835		89,751		91,667		-1,916	
60,000 Mulching - SE	0		5,000		-5,000		57,823		55,000		2,823	
30,000 Tree Trimming	4,547		2,500		2,047		12,474		27,500		-15,026	
8,000 Other Landscape Maintenance	1,420		667		753		19,056		7,333		11,723	
$263,000 Total	$13,860		$21,917		-$8,057		$222,177		$241,083		-$18,907	
IRRIGATION FOR MASTER LANDSCAPING	
$10,500 Irrigation - Mthly - Meter Charge	$1,494		$875		$619		$8,878		$9,625		-$747	
320,000 Irrgiation - Utilization - SE	36,059		26,667		9,392		302,404		293,333		9,070	
$330,500 Total	$37,553		$27,542		$10,011		$311,282		$302,958		$8,323	
ENVIRONMENTAL												
$4,000 Lake maint. - lakes outside comm	$2,300		$333		$1,967		$19,388		$3,667		$15,721	
70,000 Conservation areas - SE	0		5,833		-5,833		64,130		64,167		-37	
$74,000 Total	$2,300		$6,167		-$3,867		$83,518		$67,833		$15,685	
UTILITIES												
$1,000 FPL - SE	$200		$83		$117		$1,327		$917		$411	
$1,000 Total	$200		$83		$117		$1,327		$917		$411	
OTHER MAINTENANCE												
$2,000 Roads and sidewalks - SE	$0		$167		-$167		$0		$1,833		-$1,833	
20,000 Drainage Maintenance - SE	1,700		1,667		33		11,965		18,333		-6,368	
5,000 Sanitary Cleanup - SE	175		417		-242		2,254		4,583		-2,329	
10,000 Hardscape - SE	0		833		-833		13,153		9,167		3,986	
0 Signs	13,861		0		13,861		34,363		0		34,363	
1,200 Miscelllaneous Maintenance - SE	600		100		500		600		1,100		-500	
400 Telephone-Irrigatiion, Sewer- SE	0		33		-33		0		367		-367	
$38,600 Total	$16,336		$3,217		$13,119		$62,334		$35,383		$26,951	
												
$1,676,873 TOTAL SE SECTOR	$114,191		$139,739		-$25,548		$1,260,073		$1,537,134		-$277,060	

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Engineer’s Report

October 14, 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 (bob.simons@lakewoodranch.com)

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

Attn:	Mr. Rex Jensen
Chairman

Reference: Specific Authorization No. 121
Services Associates with the Lakewood Ranch Stewardship District Pope Road Bidding Services

Dear Mr. Jensen:

Enclosed is Exhibit A121 for services described above. These are services for preparation of the Contract Documents and Technical Specifications as well as bidding services for the Pope Road from White Eagle Blvd north to North American Properties project area.

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

Stantec Consulting Services Inc.

Robert A. Engel, PE	Keith E. Litzell, PE
District Engineer/ Senior Principal	Senior Project Manager
Tel: (941) 907-6900	Tel: (941) 907-6900
E-Mail: rob.engel@stantec.com	E-Mail: keith.litzell@stantec.com

Enclosure

C:	Bob Simons, LWR Development, LLC Mike Blackrick, LWR Development, LLC

10/12/2020 - JVEGA
V:\2156\active\215610101\shared\promotion\pro_r-jensen_lwr-stwrdshp-dist_sa-121_pope-road_bidding_rae_20201014.docx

Revised Exhibit A121 to General Provisions Attached to Agreement for Services Between Owner and Engineer
Dated September 29, 2005

Specific Authorization No. 121 Pope Road Bidding Services

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.

Description of Work

Work includes Bidding Services for Pope Road (White Eagle Blvd. North 800± LF to North American Properties project).
See Attachment A

Items to be furnished by Owner
See Attachment B

Definition of Work Products
Contract Documents and Technical Specifications and Bidding Services

Schedule
Attachment C

Fee Proposal
See Attachment D

Accepted this 	day of 	, 2020.

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

Revised Exhibit A121 to General Provisions Attached to Agreement for Services Between Owner and Engineer
Dated September 29, 2005

ATTACHMENT A – SA-121
Pope Road Bidding Services

CIVIL ENGINEERING SERVICES

Task 210 - Bidding Services

Stantec will prepare contract documents and technical specifications and conduct a public bid for Pope Road (White Eagle Blvd north 800± LF) Bidding Services. Construction plans for this project were prepared by ZNS Engineering. The public bid process will include advertisement of the bid; a pre-bid meeting; issuing bid addenda; conduct a public bid opening; tabulate the bids; bid evaluation; notice of award; preparation of final contract documents; coordination of contract execution and issuing of Notice to Proceed. No construction phase services are proposed.

Task 950 - Project Expenses

Expenses and labor costs for copying and transmittal of electronic files, blueprinting, reproduction services, color graphics, local deliveries, and overnight express delivery services shall be payable under this task.
(hereinafter called the “SERVICES”)

Exhibit A121 to General Provisions Attached to Agreement for Services Between Owner and Engineer Dated September 29, 2005

ATTACHMENT B – SA-121
Pope Road Bidding Services

B.1	Client to ensure receipt of bidding plan sets, schedule of values, geotech reports, CAD files, etc. from the project engineer and other consultants.

Exhibit A121 to General Provisions Attached to Agreement for Services Between Owner and Engineer Dated September 29, 2005

ATTACHMENT C – SA-121
Pope Road Bidding Services

SCHEDULE

Task	Service	Start	Finish	
210	Bidding Services	TBD	3 months	

Note:	Start dates schedule are to be determined by the CLIENT.

Exhibit A121 to General Provisions Attached to Agreement for Services Between Owner and Engineer Dated September 29, 2005

ATTACHMENT D – SA-121
Pope Road Bidding Services

Task	Services	Fee Type	Fee Amount

210	Bid Documents	T/M*	$ 10,000
950	Project Expenses	T/M*	(est.) $	500

TOTAL	$ 10,500
*    Time and Material (T/M) estimates are based upon past experience.

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).

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

To: Address:	LAKEWOOD RANCH STEWARDSHIP DISTRICT 14400 COVENANT WAY
BRADENTON, FL 34202	Contact: Phone:
Fax:	Roger Aman	
Project Name:
Project Location:	Bournside North Phase III LIghting - From Sta. 66+00 To 100+00
Lakewod Ranch, FL	Bid Number:
Bid Date:	
10/30/2019	

Item #	Item Description	Estimated Quantity	Unit	Unit Price	Total Price	
0101 1	MOBILIZATION- (ENGINEERING PLANS)	1.00	LS	$17,500.00	$17,500.00	
0630 2 11	CONDUIT, FURNISH & INSTALL, OPEN TRENCH	3,310.00	LF	$5.00	$16,550.00	
0630 2 12	CONDUIT, FURNISH & INSTALL, DIRECTIONAL BORE	68.00	LF	$18.00	$1,224.00	
0635 2 11	PULL & SPLICE BOX, F&I, 13" x 24" COVER SIZE	23.00	EACH	$450.00	$10,350.00	
0639 1121	ELECTRICAL POWER SERVICE, F&I, UNDERGROUND,	1.00	AMBY	$2,525.00	$2,525.00	

0641 2 12	METER FURNISHED BY POWER COMPANY PRESTRESSED CONCRETE POLE, F&I, TYPE P-II	
1.00	
EACH	
$1,025.00	
$1,025.00	

0715 1 12	SERVICE POLE
LIGHTING CONDUCTORS, F&I, INSULATED, NO 6	
11,538.00	
LF	
$1.15	
$13,268.70	
0715 7 11	LOAD CENTER, F&I, SECONDARY VOLTAGE	1.00	EACH	$9,950.00	$9,950.00	
0715 500 1	POLE CABLE DISTRIBUTION SYSTEM, CONVENTIONAL	21.00	EACH	$500.00	$10,500.00	
0715 511 135	LIGHT POLE COMPLETE- STANDARD FOUNDATION F&I,SINGLE ARM SHOULDER MOUNT, ALUMINUM, 35'	21.00	EACH	$4,950.00	$103,950.00	
				Total Bid Price:	$186,842.70	

Notes:						
MSB Servies, LLC proposal is to become part of the agreed to contract
pricing is valid for 30 days due to material vendors and subcontractors
all restoration is the responsibility of the prime roadway contractor, to include sod, grading, and concrete
DO NOT SEPARATE PROPOSAL WITHOUT APPROVAL, SEPERATION MAY WARRANT RE-PRICING
PLEASE CALL MICHAEL WITH QUESTIONS 941-928-3267 - michael@msbservicesllc.com
pricing is for standard round bases only - if UG conflicts are present and spread footers are required would be in addition too.

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

Buyer: Signature:
Date of Acceptance:	CONFIRMED:
MSB Services, LLC

Authorized Signature:

Estimator: Michael DeLaGarza
(941) 747-7100 michael@msbservicesllc.com	

10/29/2020 10:23:55 AM	Page 1 of 1