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

BOARD OF SUPERVISORS	Friday, July 9, 2021 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# 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

Consent Agenda
Minutes
June 4, 2021 Board of Supervisors Meeting
Engineer’s Report
Specific Authorization No. 127 Stantec
Services Associated with the Lakewood Ranch Stewardship District Waterside Miscellaneous Survey / Conduit Location Services
Change Order No. 99 Under Specific Authorization No. 97 Stantec
Northeast Sector Roadways Legal Description Coordination Services Project
Change Order No. 100 Under Specific Authorization No. 119 Stantec
General District Engineering Services (Fiscal Year 2020-2021)
Change Order No. 1
Frederick Derr & Company, Inc. Bourneside Blvd. South Phase 2 Deduction for Direct Purchase Materials
Change Order No. 5 (Final) Frederick Derr & Company, Inc. Academic Ave. & Lighterwood Trail Roadways Improvement
Unused conduit; fill from SMR Borrow Pit; Ferguson Material Deduct

Change Order No. 1
Irrigation Design Associates, Inc. Waterside Place Island Park Increase in contract Scope
Installation of 4” water meter at point of connection

Business Matters
Consideration of Financing Matters Relative to Sweetwater Project, Series 2021 Bonds
Public Hearing on the Imposition of Special Assessment
Public Comments
Board Comments
Resolution 2021-24, Imposing Special Assessments
Other Matters (provided under separate cover)
Consideration of Matters Pertaining to Proposed Belle Isle and Central Park Refunding
Resolution 2021-25, Delegation Resolution
Thirty-Third Supplemental Trust Indenture
Escrow Deposit Agreement
Commitment Letter
Supplemental assessment Report
Resolution 2021-26, Supplemental Assessment Resolution
Other Matters (provided under separate cover)
Consideration of Financing Matters Relative to Isles at Lakewood Ranch, Series 2021 Bonds
Supplemental Engineer’s Report, Phase 2
Supplemental Assessment Methodology
Resolution 2021-27, Delegation Resolution
Thirty-Fourth Supplemental Trust Indenture
Bond Purchase Contract
Preliminary Limited Offering Memorandum
Continuing Disclosure Agreement
Other Matters (provided under separate cover)
Consideration of Matters Relative to the Azario GDP Modification
Amended Master Assessment Methodology
Resolution 2021-28, Declaring Special Assessment on the Expansion Area
Resolution 2021-29, Setting a Public Hearing Date on the Imposition of Special Assessments on the Expansion Area
Other Matters (provided under separate cover)
Consideration of Matters Relative to Northeast Sector (Phase 2C)
Addendum toSupplemental Assessment Report
Resolution 2021-30, Supplemental Assessment Resolution
Other Matters (provided under separate cover)
Consideration of Recommendation of the Auditor Selection Committee (provided under separate cover)

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

Other Business
Staff Reports
Manager’s Report
Attorney’s Report
Engineer’s Report
Change Order No. 2 Frederick Derr & Company
Pope Road (White Eagle Blvd North 800± LF)
Part 1: Additional Demo Road, Excavate & Disposal, 1st and 2nd Lifts; Base, Subgrade, Mill & Resurface, Lot time for fiber optics
Part 2: Additional Road Demo, Excavate & Disposal, 1st & 2nd Lift, Base, Subgrade, Mill & Resurface
Audience Comments Adjournment

LAKEWOOD RANCH STEWARDSHIP DISTRICT BOARD OF SUPERVISORS MEETING AGENDA
JULY 9, 2021 AT 9:00 A.M.

SCHROEDER-MANATEE RANCH, INC.
14400 Covenant Way Lakewood Ranch, Florida 34202
Call in Number: 1-844-621-3956	Access Code: 790 393 986#

BOARD OF SUPERVISORS		DISTRICT STAFF	

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

ED HUNZEKER	ASSISTANT SECRETARY	JANE GAARLANDT	SECRETARY

Enclosed is the agenda of the Lakewood Ranch Stewardship District Board of Supervisors (“Board”). Meetings of the Board are open to the public in accordance with Florida law. Agendas can be reviewed by contacting the District Manger’s office at (407) 723-5900 at least seven days in advance of the scheduled meeting. Requests for the Board to consider items that are not on this agenda must be submitted in writing with an explanation to the District Manger at least fourteen (14) days prior to the date of the meeting.

Upon establishing a quorum, meetings of the Board are anticipated to begin promptly at 9:00 a.m. at the address listed above, unless proper notice states otherwise. Each meeting will begin by inviting comments from members of the public in attendance, if any. Public comments may address any matter of interest or concern to the District, regardless whether listed for consideration on the meeting’s agenda, and will be received by the Board in accordance with the District’s Public Comment Policy. Generally, each individual speaker is limited to three (3) minutes of public comment. The Board or District staff is not obligated to respond immediately to comments or concerns expressed during the public comment period.

Following the public comment period, the Board will proceed to address agenda items that require the review and approval of the Board as a normal course of business. As necessary, other business items may appear on the agenda for the Board’s discussion and further action by motion or vote of the Supervisors. If the Board elects to consider any business item not previously published on the meeting agenda, the Board will invite public comment regarding the item prior to taking official action.

As a routine matter, the Board will consider financial status updates and may approve financial reports, work authorizations, and other financial business items as appropriate. Staff, including the District Manager, District Counsel, and District Engineer, will report to the Board regarding any pending issues that may be of interest to the District or the Board on a case-by-case basis. Time is reserved at the conclusion of each meeting for the Board Supervisors to express comments or concerns regarding items to be researched, considered or addressed by the Board or Staff. The Board may elect to receive Public Comment prior to adjournment of the meeting at the discretion of the Board Chairman.

Occasionally, certain items for decision by the Board are required by Florida law to be held as a Public Hearing, which will be indicated by a notice published in the local newspaper or mailed directly to impacted persons as the circumstances require. The Board will announce the opening of the Public Hearing on these agenda items and invite public comment on the specific item being considered under the notice of the Public Hearing. Public comment received during the Public Hearing must conform to the District’s Public Comment Policy. If needed, the Board may hold an advertised public workshop session to consider a policy or business matter informally with staff or consultants prior to scheduling the item for action on an agenda.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in a meeting/hearing/workshop of the Board is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager at (407) 723-5900. If you are hearing or speech impaired, please contact the Florida Relay Service at (800) 955-8770, which will assist you in contacting the District Office.

A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered at the meeting is advised that person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made including the testimony and evidence upon which the appeal is to be based.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Consent Agenda

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Minutes

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

Minutes - Board of Supervisor’s Meeting
June 4, 2021, 9:00 a.m.

Attending and constituting a quorum:

Tony Chiofalo	Vice-Chair/Assistant Secretary Scott Almand	Treasurer/Assistant Secretary
Ed Hunzeker	Assistant Secretary
Jim Schier	Assistant Secretary Also attending were:
Jane Gaarlandt Christina Hanna Brent Wilder Kevin Plenzler Jonathan Johnson Misty Taylor
Brett Sealy	PFM Group Consulting LLC PFM Group Consulting LLC PFM Financial Advisors, LLC PFM Financial Advisors, LLC Hopping Green & Sams BMO
MBS	
(by phone) (by phone)	
Sete Zare	MBS	(by phone)	
Scott Schuhle	US Bank	(by phone)	
Rob Engel	Stantec	(by phone)	
Debbie Byerly	SMR		
Bob Simons	SMR		
Garrett Hardy	SMR Roger Aman	SMR

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

Review of Letter from Manatee County Supervisor of Elections

Ms. Gaarlandt noted that as of April 15th of the current year, there were 14,475 registered voters in Manatee County..

THIRD ORDER OF BUSINESS	Consent Agenda

Mr. Chiofalo presented the consent agenda.
Minutes
May 7, 2021 Board of Supervisors Meeting
May 7, 2021 Auditor Selection Committee Meeting
1

Resolution 2021-22, Authorizing the Executive Director to Execute District Documents
Engineer’s Report
Change Order No. 99 Under Specific Authorization No. 109
Waterside East-West Roadway Project
Change Order No. 1 Final Cepra Landscape LLC
Bourneside Boulevard North Phase 2
Increase in Contract Scope Additional 159 (3gal) Saw palmetto, 0 (3gal) Confederate Jasmine, 332 (1gal) Muhly Grass, 25 (3gal) Saw Palmetto
Change Order No. 1 MSB Services, LLC
Lorraine Rd & Rangeland Pkwy Traffic Signalization
Quantity Adjustment per Plan Revisions for Lorraine and Rangeland
Change Order No. 2 MSB Services, LLC
Lorraine Rd & Rangeland Pkwy Traffic Signalization
Quantity Adjustment per Plan Revisions for Lorraine and 44th Ave. E
Change Order No. 1
Frederick Derr & Company, Inc. Pope Road (White Eagle Blvd North 800± LF)
Changes and Additions to plans: Oasis turn lane, base, stripe, rpm, pvc forcemain, testing, survey, site grade and fine dress
Change Order No. 12 Woodruff & Sons, Inc.
Waterside Place Boulevard and Waterside Place Park Earthwork Waterside Park Phase #2 Pond Bank: Conduit sleeves for sidewalk crossing; shape/ grade
Conduit sleeves for PFL crossing; and F Curb at FDOT Type 9 inlets

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

FOURTH ORDER OF BUSINESS	Business Matters

Consideration of Financing Matters Relative to Sweetwater Project, Series 2021 Bonds
A. Other Matters (provide under separate cover)

Mr. Sealy provided updates on the project noting that the anticipated timeline for issuance of the bonds is late summer early fall.

There were no other matters to consider.

FIFTH ORDER OF BUSINESS	Consideration of Financing Matters Relative to Isles at Lakewood Ranch, Series 2021 Bonds
MBS Capital Markets, LLC IBA Supplement
Bond Financing Team Funding Agreement

Mr. Johnson noted that staff had reviewed the supplement similar in form to previous IBA Supplements.

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 MBS Capital Markets, LLC IBA Supplement.

Mr. Johnson presented the standard form Bond Financing Team Funding Agreement.

On MOTION by Mr. Almand, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the Bond Financing Team Funding Agreement.

SIXTH ORDER OF BUSINESS	Consideration of Matters Pertaining to Proposed Belle Isle and Central Park Refunding
MBS Capital Markets, LLC IBA Supplement
Commitment Letter, Bank of Tampa

Mr. Johnson presented the IBA Supplement.

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 MBS Capital Markets, LLC IBA Supplement.

Mr. Wilder noted that these two specific bonds were identified through research for refunding. A solicitation process specifically for direct placement bank loans and combined efforts by the financing team to combine them into a single series made it possible to obtain a term sheet from Bank of Tampa.
Mr. Sealy provided details of the term sheet noting that final numbers would be brought back at the July 9th meeting subject to the Board’s approval to proceed. The maturity date of the bonds will not be extended. The reduction in the assessments will be reflected on the tax bills this coming November. Mr. Sealy answered questions.
Mr. Wilder noted that the Bank of Tampa refunding had been compared to a public offering alternative and found to be more cost effective.

On MOTION by Mr. Schier, seconded by Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District accepted the Commitment Letter from Bank of Tampa.

SEVENTH ORDER OF BUSINESS	Consideration of Resolution 2021-23, Approving Proposed Budgets for FY2021/2022 and Setting a Public Hearing Thereon

Mr. Chiofalo presented the proposed budget.

On MOTION by Mr. Almand, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2021-23, Approving Proposed Budgets for FY2021/2022 and Setting A Public Hearing Thereon for August 6, 2021 at 9:00 a.m. at the Current Location.

EIGHTH ORDER OF BUSINESS	Financial Matters

Mr. Almand presented for the Board’s Consideration:

Draw Requests & Requisitions

Requisition List for Draw No. 2 Bourneside Blvd South Ph 2 Landowner 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. 2 for Bourneside Blvd South Ph 2.

Requisition List for Draw No. 42 Lakewood Centre & NW Sector 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. 42 for Lakewood Centre & NW Sector.

Requisition List for Draw No. 23 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. 23, Lakewood Centre North – Pre-Funding.

Requisition List for Draw No. 15 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. 15 for Lakewood National and Polo Run Project.

Requisition List for Draw No. 6 Northeast Sector Phase 2C Series 2020 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. 6 for Northeast Sector Phase 2C.

Requisition List for Draw No. 18
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. 18 for The Villages of Lakewood Ranch South.

NINTH ORDER OF BUSINESS	Compilation Report

There were no comments to the financial statements.

TENTH ORDER OF BUSINESS	Staff Reports

Consideration of Employment Agreement for Executive Director of the Lakewood Ranch Stewardship District

Mr. Chiofalo provided background for the need to create the position to have one person in charge of the day-to- day operations of the Districts.
Mr. Johnson noted that he spoke with the board members individually and had reviewed the substance of the agreement.
Mr. Chiofalo noted that in addition to Ms. Ross, additional staff would be added over the next months with the intent for the District to have its own on-site staff.

On MOTION by Mr. Almand, seconded by Mr. Hunzeker, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the Employment Agreement for Executive Director of the Lakewood Ranch Stewardship District.

Manager’s Report – Ms. Gaarlandt noted that the July meeting is scheduled for July 9th, and reminded the board members that the Form 1 Financial Statement is due by July 1st.

Attorney’s Report – Mr. Johnson noted that a blanket easement form for extension of drainage facilities for CCE waterside residents had been completed with an exhibit referencing those properties.
Letters with the updated purchasing protocols are being prepared to be sent out to the project and district engineers under contract.

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

Specific Authorization No. 125 Stantec
Harmony Shared Use Trail – Design, Permitting, Construction Phase, and Survey Services

Mr. Simons confirmed that this section completes the trail system.

On MOTION by Mr. Almand, seconded by Mr. Hunzeker, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Specific authorization No. 125.

ELEVENTH ORDER OF BUSINESS	Supervisor Requests

There were no Supervisor requests.

TWELFTH ORDER OF BUSINESS	Audience Comments

There were no audience comments.

THIRTEENTH ORDER OF BUSINESS	Adjournment

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

On MOTION by Mr. Schier, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District moved to adjourn the June 4, 2021 meeting.

 	_ 		 	_	 Secretary/Assistant Secretary		Chairperson/Vice-Chairperson

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Engineer’s Report

June 28, 2021

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 (roger.arman@lakewoodranch.com)

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

Attn:	Mr. Rex Jensen
Chairman

Reference: Specific Authorization No. 127
Services Associates with the Lakewood Ranch Stewardship District Waterside Miscellaneous Survey/ Conduit Location Services

Dear Mr. Jensen:

Enclosed is Exhibit A127 for services described above. These are services for Waterside – Miscellaneous Surveying Services/ Conduit Locations Project area.

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

Joseph R. Jasper
Senior Project Manager
Tel: (941) 907-6900

Stantec Consulting Services Inc.

Robert A. Engel, PE
District Engineer/ Senior Principal
Tel: (941) 907-6900
E-Mail: joe.jasper@stantec.com	E-Mail: rob.engel@stantec.com

Enclosure

C:	Bob Simons, LWR Development, LLC Roger Aman, LWR Development, LLC

Revised Exhibit A127 to General Provisions Attached to Agreement for Services Between Owner and Engineer
Dated September 29, 2005

Specific Authorization No. 127
Waterside Miscellaneous Survey/ Conduit Location 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 Miscellaneous Surveying Services/ Conduit Locations for Waterside – Lakewood Ranch Boulevard and Lorraine Road Project.
See Attachment A

Items to be furnished by Owner
See Attachment B

Definition of Work Products
Four updated plan sets

Schedule
Attachment C

Fee Proposal
See Attachment D

Accepted this	day of	, 2021.

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

Revised Exhibit A127 to General Provisions Attached to Agreement for Services Between Owner and Engineer
Dated September 29, 2005

ATTACHMENT A – SA-127
Waterside Miscellaneous Survey/ Conduit Location Services

CIVIL ENGINEERING SERVICES

Task 210 – Miscellaneous Surveying, Conduit Location Services
Stantec will provide surveying services for the location and top of pipe elevations on 3” PVC conduit lines from pull box to pull box.
Stantec will expose and locate the top of pipe at every 200’ intervals.
Stantec will open and measure top of pipe at each pull box location. In addition, we will provide two (2) swing ties to all pull boxes that need them.
All gathered information will be used to update four (4) different plan sets. PDF files will be provided to Client for their records.
The following is a list of existing as-built plans to be updated:
Lakewood Ranch Blvd – South, existing plan set by Kimley-Horn Pull Boxes – 23
Dig Locations every 200’ – 34
Lakewood Ranch Blvd – North, existing plan set by Stantec Pull Boxes – 12
Dig Locations every 200’ – 29
Lorraine Road – South, existing plan set by Hamilton Pull Boxes – 11
Dig Locations – 23
Lorraine Road – North, existing plan set by Stantec Pull Boxes – 18
Dig Locations – 43
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 A127 to General Provisions Attached to Agreement for Services Between Owner and Engineer Dated September 29, 2005

ATTACHMENT B – SA-127
Waterside Miscellaneous Survey/ Conduit Location Services

Client to ensure receipt of plan sets prepared by others.

Exhibit A127 to General Provisions Attached to Agreement for Services Between Owner and Engineer Dated September 29, 2005

ATTACHMENT C – SA-127
Waterside Miscellaneous Survey/ Conduit Location Services

SCHEDULE

Task	Service	Start	Finish	
210	Misc Survey/ Conduit Locate	TBD	4 months	

Note:	Start dates schedule are to be determined by the CLIENT.

Exhibit A127 to General Provisions Attached to Agreement for Services Between Owner and Engineer Dated September 29, 2005

ATTACHMENT D – SA-127
Waterside Miscellaneous Survey/ Conduit Location Services

Task	Services	Fee Type	Fee Amount	
210	Misc Survey/ Conduit Locates	Fixed	$ 31,000	
950	Project Expenses	T/M*	(est.) $	200	
		TOTAL	$ 31,200	
* 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, 2021

Staff Level	Rate	
Level 3	$ 101.00	
Level 4	$ 112.00	
Level 5	$ 127.00	
Level 6	$ 131.00	
Level 7	$ 138.00	
Level 8	$ 148.00	
Level 9	$ 153.00	
Level 10	$ 158.00	
Level 11	$ 172.00	
Level 12	$ 181.00	
Level 13	$ 190.00	
Level 14	$ 200.00	
Level 15	$ 212.00	
Level 16	$ 234.00	
Level 17	$ 241.00	
Level 18	$ 246.00	
Level 19	$ 256.00	
Level 20	$ 265.00	
Level 21	$ 282.00	
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%.

June 7, 2021

File: 215614398

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. 99 Under Specific Authorization No. 97
Northeast Sector Roadways Legal Description Coordination Services Project

Dear Mr. Jensen:

Due to ongoing project needs and requirements, Stantec is requesting approval to proceed with the following additional professional services:

Existing Task 210 – Sketch & Description

Due to additional sketch and descriptions for the Road Turnovers and DOT Parcels; we are requesting that the existing T/M* budget of $80,000 be increased by $20,000 bringing the total budget to $100,000.
* Time and Material (T/M) estimates are based upon past experience but the actual fee may be more or less due to factors outside of Stantec’s control.

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

CO 99 to SA 97
Lakewood Ranch Stewardship District
NE Sector Roadways Legal Description Coordination Services Page 2 of 2

S.A. Contract to Date	$ 80,000	
Increase this Change Order	$ 20,000	
New Contract Sum	$ 100,000	

  Stantec Consulting Services Inc.		Lakewood Ranch Stewardship District	

  6900 Professional Parkway East		14400 Covenant Way	

  Sarasota, FL 34240	

By

  Lakewood Ranch, FL 34202	

 	

June 7, 2021

Date

By

June 7, 2021
Date

By Date

SCHEDULE OF FEES
Effective January 1, 2021

Staff Level	Rate	
Level 3	$ 101.00	
Level 4	$ 112.00	
Level 5	$ 127.00	
Level 6	$ 131.00	
Level 7	$ 138.00	
Level 8	$ 148.00	
Level 9	$ 153.00	
Level 10	$ 158.00	
Level 11	$ 172.00	
Level 12	$ 181.00	
Level 13	$ 190.00	
Level 14	$ 200.00	
Level 15	$ 212.00	
Level 16	$ 234.00	
Level 17	$ 241.00	
Level 18	$ 246.00	
Level 19	$ 256.00	
Level 20	$ 265.00	
Level 21	$ 282.00	
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%.

June 29, 2021

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@lakewoodrranch.com)

215610101

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

Attn:	Mr. Rex Jensen, Chairman

Reference:	Change Order No. 100 Under Specific Authorization No. 119 General District Engineering Services (Fiscal Year 2020-2021)

Dear Mr. Jensen:

Due to ongoing project needs, such as providing bidding services for the Bourneside/ SR-64 Connection Project, Stantec is requesting approval to proceed with the following increase in budget for continuing professional services:

New Task 214 – Bourneside/ SR-64 Connection Bidding Services

Stantec will prepare contract documents and technical specifications and conduct a public bid for Bourneside/ SR-64 Connection Project. Construction plans for this project were prepared by Heidt Design, LLC. The public bid process will include an invitation to 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.

Stantec is requesting an increase to this T/M budget of $10,000 to cover District public bidding requirements.
* 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.

CO 100 to SA 119
Lakewood Ranch Stewardship District
General District Engineering Services FY 2020-2021 Page 2 of 2

S.A. Contract to Date	$ 80,000 Increase this Change Order $ 10,000 New Contract Sum       .	$ 90,000
  Stantec Consulting Services Inc.		Lakewood Ranch Stewardship District  

  6900 Professional Parkway East		14400 Covenant Way	

  Sarasota, FL 34240		Lakewood Ranch, FL 34202	

By	By
 	June 29, 2021		 	
Date	Date

_		 By
 	June 29, 2021	
Date

SCHEDULE OF FEES
Effective January 1, 2021

Staff Level	Rate	
Level 3	$ 101.00	
Level 4	$ 112.00	
Level 5	$ 127.00	
Level 6	$ 131.00	
Level 7	$ 138.00	
Level 8	$ 148.00	
Level 9	$ 153.00	
Level 10	$ 158.00	
Level 11	$ 172.00	
Level 12	$ 181.00	
Level 13	$ 190.00	
Level 14	$ 200.00	
Level 15	$ 212.00	
Level 16	$ 234.00	
Level 17	$ 241.00	
Level 18	$ 246.00	
Level 19	$ 256.00	
Level 20	$ 265.00	
Level 21	$ 282.00	
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%.

Change Order
No.	1	

Date of Issuance:      June 23, 2021	Effective Date:   July 9, 2021	

Project: Bourneside Blvd. South Phase 2	Owner: Lakewood Ranch Stewardship District	Owner's Contract No.:	
Contract: $3,695,582.90	Date of Contract: 3/8/2021	
Contractor: Frederick Derr & Company, Inc.	Engineer's Project No.: 215615567	

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

Description:

Deduction for Direct Purchased Materials

Attachments: (List documents supporting change):

Frederick Derr & Company, Inc. CO-1 dated 6/21/2021

		
 	CHANGE IN CONTRACT PRICE:		 	CHANGE IN CONTRACT TIMES:		
Original Contract Price:	Original Contract Times:	 Working days	 Calendar days	
Substantial completion (days or date): 300 Days (1/2/2022)		
$ 3,695,582.90		Ready for final payment (days or date): 330 Days (2/1/2022)		
[Increase] [Decrease] from previously approved Change Orders No.	0	to No.	0	:	[Increase] [Decrease] from previously approved Change Orders No.	0	to No.	0	:	
Substantial completion (days):  		
$ 		Ready for final payment (days):  		

Contract Price prior to this Change Order:	
Contract Times prior to this Change Order:		
Substantial completion (days or date):     300 Days (1/2/2022)		
$ 3,695,582.90		Ready for final payment (days or date): 330 Days (2/1/2022)		

[Increase] [Decrease] of this Change Order:	
[Increase] [Decrease] of this Change Order:		
Substantial completion (days or date):  		
$ (275,188.80)	Ready for final payment (days or date):  		

Contract Price incorporating this Change Order:	

Contract Times with all approved Change Orders:	
Substantial completion (days or date):     300 Days (1/2/2022)		
$ 3,420,394.10		Ready for final payment (days or date): 330 Days (2/1/2022)		

RECOMMENDED:	ACCEPTED:	ACCEPTED:	
By:  		By:  		By:  		
Engineer (Authorized Signature)	Owner (Authorized Signature)	Contractor (Authorized Signature)	
Date:  		Date:  		Date:  		

Approved by Funding Agency (if applicable):    			
Date:	

V:\2156\active\215615567\civil\construction_phase_documents\change_orders\received\con_bourneside-south-2_co-1_-275188-80_dedct_drct-prchs_f-derr_ejcdc_c941_kel_20210622.docx

EJCDC No. C-941 (2002 Edition)	Page 1 of 1
Prepared by the Engineers' Joint Contract Documents Committee and endorsed by the

FREDERICK DERR & COMPANY
I	N	C	O	R	P	O	R	A	T	E	D

CONTRACT CHANGE ORDER	6/21/2021
Number	1.00

Keith Litzell, P.E.
LWR Stewardship District 14400 Covenant Way
Bradenton, FL. 34202

Job:	Boumeside Blvd South Phase:	Phase 2

We agree to the following changes, additions, or deductions:

ITEM	DESCRIPTION	EST QUAN	UNIT	UNIT$	TOTAL$

2-01-000	Owner Purchase		
2-01-010	Core and Main Materials	-1.00 LS	25,196.52	-25,196.52	
2-01-020	Core and Main Tax	-1.00 LS	1,561.00	-1,561.00	
2-01-030	County Materials Material	-1.00 LS	129,600.92	-129,600.92	
2-01-040	County Materials Tax	-1.00 LS	7,826.06	-7,826.06	
2-01-050	MSB Materials	-1.00 LS	53,728.00	-53,728.00	
2-01-060	MSB Tax	-1.00 LS	3,760.96	-3,760.96	
2-01-070	Oldcastle Materials	-1.00 LS	50,439.00	-50,439.00	
2-01-080	Oldcastle Tax	-1.00 LS	3,076.34	-3,076.34	

REASON FOR CHANGE:

Proposed

 Fort he:    onI :;;;4

THIS CHANGE ORDER

NET	-275,188.80!

Accepted    		EXISTING CONTRACT	 		
	TOTAL	3,695,582 .90)	
Accepted    		NEW CONTRACT	 		
For the Owner	TOTAL	 	3,420,394.101	

GBROOKS

P.O. Box 2719, Sarasota, Florida 34230 • (941) 355-8575 • FAX (941) 351-8854

Change Order
No.	5 (Final)	

Date of Issuance:      June 28, 2021	Effective Date:   July 9, 2021	

Project: Academic Ave. & Lighterwood Trail Roadway Improvements	Owner: Lakewood Ranch Stewardship District	Owner's Contract No.:	
Contract: $2,780,893.90	Date of Contract: January 20, 2020	
Contractor: Frederick Derr & Company, Inc.	Engineer's Project No.: 215615343/
215610101	
DMK Associates

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

Description:

Unused conduit; fill from SMR Borrow Pit; Ferguson Material Deduct

Attachments: (List documents supporting change):

Frederick Derr & Company Contract Change Order No. 5 dated 06/28/2021

		
 	CHANGE IN CONTRACT PRICE:		 	CHANGE IN CONTRACT TIMES:		
Original Contract Price:	Original Contract Times:	 Working days	 Calendar days	
Substantial completion (days or date):	270 Days		
$ 2,780,893.90		Ready for final payment (days or date):	300 Days		
[Increase] [Decrease] from previously approved Change Orders No.	1	to No.   4	:	[Increase] [Decrease] from previously approved Change Orders No.	1	to No.    4	:	
Substantial completion (days):  		
$ (348,532.06)	Ready for final payment (days):  		

Contract Price prior to this Change Order:	

Contract Times prior to this Change Order:		
Substantial completion (days or date):	270 Days		
$ 2,432,361.84		Ready for final payment (days or date):	300 Days		

[Increase] [Decrease] of this Change Order:	
[Increase] [Decrease] of this Change Order:		
Substantial completion (days or date):  		
$ (14,064.76)	Ready for final payment (days or date):  		

Contract Price incorporating this Change Order:	

Contract Times with all approved Change Orders:	
Substantial completion (days or date):	270 Days (10/16/2020)		
$ 2,418,297.08		Ready for final payment (days or date):	300 Days (11/15/2020)		

RECOMMENDED:	ACCEPTED:	ACCEPTED:	
By:  		By:  		By:  		
Engineer (Authorized Signature)	Owner (Authorized Signature)	Contractor (Authorized Signature)	
Date:  		Date:  		Date:  		

Approved by Funding Agency (if applicable):    			
Date:	

V:\2156\active\215615343\civil\construction_phase_documents\change_orders\received\con_acdmc-ave_lghtrwd-trl_rdwy-imprvmnts_co-5-final_-14064-76_conduit-fill-fergson-mtrl-deduct_f-derr_kel_20210628.docx

EJCDC No. C-941 (2002 Edition)	Page 1 of 1
Prepared by the Engineers' Joint Contract Documents Committee and endorsed by the Associated General Contractors of America and the Construction Specifications Institute.

CONTRACT CHANGE ORDER	
6/28/2021	
	Number	5.00	
Keith Litzell P.E.	Job:	Academic Avenue/	
Lakewood Ranch Stewardship Dist.	Phase:	Lighterwood Trail Roadway Imp.	
14400 Covenant Way			
Lakewood Ranch, FL. 34202			

We agree to the following changes, additions, or deductions:

ITEM	DESCRIPTION	EST QUAN	UNIT	UNIT $	TOTAL $	

1-01-020	
2" Conduit (Material & Install	
-335.00	
LF	
8.05	
-2,696.75	
1-01-030	4" Conduit (Material & Install	-335.00	LF	9.75	-3,266.25	
1-01-040	6" Conduit (Material & Install	-254.00	LF	11.45	-2,908.30	
1-02-070	Fill from SMR Borrow pit to be	-1.00	CY	10.75	-10.75	
1-08-031	Ferguson Materials Deduct	1.00	ls	-5,182.71	-5,182.71	
REASON FOR CHANGE:					

Proposed	 		
For the Contractor	

THIS CHANGE ORDER		
NET	-14,064.76	

Accepted	 		
For the Engineer	

EXISTING CONTRACT		
TOTAL	2,432,361.84	

Accepted	
For the Owner	

NEW CONTRACT		
TOTAL	2,418,297.08	

P.O. Box 2719, Sarasota, Florida 34230 • (941) 355-8575 • FAX (941) 351-8854

CHANGE ORDER

Project: Waterside Place Island Park	

No.:	1	

Date of Issuance:	6/29/21		Effective Date:	7/1/21	

Owner:	Lakewood Ranch Stewardship district	                                                          Owner’s Contract No.: 	
Contractor:	Irrigation Design Associates, Inc.		Engineer: 	

You are requested to make the following changes in the Contract Documents. Description: Increase in contract scope
Reason for Change Order: Installation of 4” water meter at point of connection

Attachments: Pg. 2 of the IDA Waterside Place Island Park Irrigation Proposal (under “Notes”)

Change in Contract Price
Original Contract Price

$	115,269.00	

Change in Contract Times
Original Contract Times

Substantial Completion: 	 Ready for Final Payment: 	
days or dates

Net changes from previous Change Orders No.

To No._ _

Net changes from previous Change Orders No.

To No.

$	0	

days

Contract Price prior to this Change Order

$	115,269.00	

Contract Times prior to this Change Order

Substantial Completion: 	 Ready for Final Payment: 	
days or dates

Net Increase (decrease) of this Change Order
$	2,200.00	

Net Increase (decrease) of this Change Order

days

Contract Price with all approved Change Orders

$	117,469.00	

Contract Times with all approved Change Orders

Substantial Completion: 	 Ready for Final Payment: 	
days or dates

Recommended:	Approved:	Accepted:	
By: 		By: 		By: 		
Consultant (Authorized Signature)	Owner (Authorized Signature)	Contractor (Authorized Signature)	
Date: 		Date: 		Date: 		

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Financing Matters Relative to the Sweetwater Project, Series 2021 Bonds

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Public Hearing

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-24

RESOLUTION 2021-24 [SWEETWATER PROJECT]
A RESOLUTION AUTHORIZING DISTRICT PROJECTS
FOR CONSTRUCTION AND/OR ACQUISITION OF INFRASTRUCTURE IMPROVEMENTS; EQUALIZING, APPROVING, CONFIRMING, AND LEVYING SPECIAL ASSESSMENTS ON PROPERTY SPECIALLY BENEFITTED BY SUCH PROJECTS TO PAY THE COST THEREOF; PROVIDING FOR THE PAYMENT AND THE COLLECTION OF SUCH SPECIAL ASSESSMENTS BY THE METHODS PROVIDED FOR BY CHAPTERS 170 AND 197, FLORIDA STATUTES, AND CHAPTER 2005-338, LAWS OF FLORIDA; CONFIRMING THE DISTRICT’S INTENTION TO ISSUE SPECIAL ASSESSMENT REVENUE BONDS, NOTES OR OTHER INDEBTEDNESS; PROVIDING FOR APPLICATION OF TRUE-UP PAYMENTS; MAKING PROVISIONS FOR OWNERSHIP OF REAL PROPERTY BY GOVERNMENTAL BODIES AND HOMEOWNERS ASSOCIATIONS; MAKING PROVISIONS FOR TRANSFERS OF REAL PROPERTY TO GOVERNMENTAL BODIES; PROVIDING FOR THE RECORDING OF AN ASSESSMENT NOTICE; PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE

WHEREAS, the Lakewood Ranch Stewardship District (the “District”) has previously indicated its intention to construct certain types of infrastructure improvements and to finance such infrastructure improvements through the issuance of its special assessment bonds or other financial instrument, which bonds or other financial instrument would be repaid by the imposition of special assessments on benefitted property within the District; and

WHEREAS, the District Board of Supervisors (the “Board”) has noticed and conducted a public hearing pursuant to Chapters 170 and 197, Florida Statutes, and Chapter 2005-338, Laws of Florida, relating to the imposition, levy, collection and enforcement of such assessments.

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

SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapters 170 and 197, Florida Statutes, and Chapter 2005-338, Laws of Florida.

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

The District is a local unit of special-purpose government organized and existing under and pursuant to Chapters 170 and 197, Florida Statutes, and Chapter 2005-338, Laws of Florida, as amended.

The District is authorized by Chapter 2005-338, Laws of Florida, to finance, fund, plan, establish, acquire, install, equip, operate, extend, construct, or reconstruct roadways, and other water management and control facilities, recreation, utilities, and other infrastructure projects, and services necessitated by the development of, and serving lands within, the District.

The District is authorized by Chapters 170 and 197, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida, to levy and impose special assessments to pay all, or any part of, the cost of such infrastructure projects and services (“Special Assessments”), and to issue special assessment bonds or other financial instrument payable from such special assessments as provided in Chapters 170 and 197, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida.

It is necessary to the public health, safety and welfare and in the best interests of the District that (i) the District provide the Sweetwater Project (the “Project”) the nature and location of which was initially described in Resolution 2021-20 and is shown in the Engineer’s Report for Sweetwater dated May 5, 2021, (the “Engineer’s Report”), and the plans and specifications on file in the offices of the District Manager at 12051 Corporate Blvd., Orlando 32817 and the District’s local records office, located at 14400 Covenant Way, Lakewood Ranch, Florida 34202; (ii) the cost of such Project be assessed against the lands specially benefitted by such Project that are located within the Project boundary; and (iii) the District issue bonds, notes or other indebtedness to provide funds for such purposes pending the receipt of such Special Assessments.

The provision of said Project, the levying of such Special Assessments and the sale and issuance of such bonds, notes or other indebtedness serves a proper, essential, and valid public purpose and is in the best interests of the District, its landowners and residents.

In order to provide funds with which to pay the costs of the Project which are to be assessed against certain of the benefitted properties, pending the collection of such Special Assessments, it is necessary for the District from time to time to sell and issue its special assessment bonds notes, or other indebtedness in one or more series (collectively, the “Bonds”).

By Resolution 2021-20, the Board determined to provide the Project and to defray the costs thereof by levying Special Assessments on certain benefitted property and expressed an intention to issue the Bonds to provide a portion of the funds needed for the Project prior to the collection of such Special Assessments. Resolution 2021-20 was adopted in compliance with the requirements of Section 170.03, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida, and prior to the time it was adopted, the requirements of Section 170.04, Florida Statutes and Section 13 of Chapter 2005-338, Laws of Florida, had been met.

As directed by Resolution 2021-20, said resolution was published as required by Section 170.05, Florida Statutes and Section 13 of Chapter 2005-338, Laws of Florida, and a copy of the publisher’s affidavit of publication is on file with the Secretary of the Board.

As directed by Resolution 2021-20, a preliminary assessment roll was adopted and filed with the Board as required by Section 170.06, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida.

As required by Section 170.07, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida, upon completion of the preliminary assessment roll, the Board adopted Resolution 2021-21 fixing the time and place of a public hearing at which owners of the property to be assessed and other persons interested therein may appear before the Board and be heard as to (1) the propriety and advisability of making the infrastructure improvements, (2) the cost thereof, (3) the manner of payment therefore, and (4) the amount thereof to be assessed against each specially benefitted property or parcel and provided for publication of notice of such public hearing and individual mailed notice in accordance with Chapters 170 and 197, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida.

Notice of such public hearing was given by publication and also by mail as required by Section 170.07, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida. Affidavits as to such publications and mailings are on file in the office of the Secretary of the Board.

On July 9, 2021, at the time and place specified in the published notice referred to in paragraph (k) above, the Board convened, heard any complaints and testimony as to the matters described in paragraph (j) above, and met as an Equalization Board. The Board has made such modifications in the preliminary assessment roll as it deems necessary, just and right in the making of the final assessment roll.

Having considered the estimated costs of the Project, estimates of financing costs and all complaints and evidence presented at such public hearing, the Board of Supervisors of the District further finds and determines that:

the estimated costs of the Project is as specified in the Engineer’s Report, attached as Exhibit A hereto and incorporated herein by this reference, which is hereby adopted and approved, and that the amount of such costs is reasonable and proper; and

it is reasonable, proper, just and right to assess the cost of such Project against the properties specially benefitted thereby using the method determined by the Board set forth in the Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Sweetwater Project Area, dated May 2021 (the “Methodology Report”), attached hereto as Exhibit B and incorporated herein by this reference, which results in the Special Assessments set forth on the final assessment roll; and

it is hereby declared that the Project will constitute a special benefit to all parcels of real property listed on said final assessment roll and that the benefit, in the case of each such parcel, will be equal to or in excess of the Special Assessments thereon when allocated as set forth in Exhibit B; and

it is hereby declared that, if applicable, certain additional infrastructure contributed by the owner of the lands within the Project, more particularly described in the Methodology Report, shall also constitute a special benefit to all parcels of real property listed on said final assessment roll, and such contribution may be applied in accordance with the Methodology Report; and

it is in the best interests of the District that the Special Assessments be paid and collected as herein provided.

SECTION 3. AUTHORIZATION OF DISTRICT PROJECT. That certain Project for construction of infrastructure improvements initially described in Resolution 2021-20, and more specifically identified and described in Exhibit A attached hereto, is hereby authorized and approved and the proper officers, employees and/or agents of the District are hereby authorized and directed to take such further action as may be necessary or desirable to cause the same to be made following the issuance of the Bonds referred to herein.

SECTION 4. ESTIMATED COST OF IMPROVEMENTS. The total estimated costs of the Project and the costs to be paid by Special Assessments on all specially benefitted property are set forth in Exhibits A and B, respectively.

SECTION 5. EQUALIZATION, APPROVAL, CONFIRMATION AND LEVY OF
SPECIAL ASSESSMENTS. The Special Assessments on the parcels specially benefitted by the Project, all as specified in the final assessment roll set forth in Exhibit B, attached hereto, are hereby equalized, approved, confirmed and levied. Immediately following the adoption of this resolution these Special Assessments as reflected in Exhibit B, attached hereto, shall be recorded by the Secretary of the Board of the District in a special book, to be known as the “Improvement Lien Book.” The Special Assessment or assessments against each respective parcel shown on such final assessment roll and interest, costs and penalties thereon, as hereafter provided, shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims. Prior to the issuance of any bonds or other financial indebtedness, including refunding bonds, the District may, by subsequent resolution, adjust the acreage assigned to particular parcel identification numbers listed on the final assessment roll to reflect accurate apportionment of acreage within the District amongst individual parcel identification numbers. The District may make any other such acreage and boundary adjustments to parcels listed on the final assessment roll as may be necessary in the best interests of the District as determined by the Board by subsequent resolution. Any such adjustment in the assessment roll shall be consistent with the requirements of law. In the event the issuance of bonds or other financial indebtedness, including refunding bonds, by the District would result in a decrease of the Special Assessments, then the District shall by subsequent resolution, adopted within sixty (60) days of the sale of such bonds at a publicly noticed meeting and without the need for further public hearing, evidence such a decrease and amend the final assessment roll as shown in the Improvement Lien Book to reflect such a decrease.

SECTION 6. FINALIZATION OF SPECIAL ASSESSMENTS. When the entire Project

has both been constructed or otherwise provided to the satisfaction of the Board, the Board shall adopt a resolution accepting the same and determining the actual costs (including financing costs) thereof, as required by Sections 170.08 and 170.09, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida. Pursuant to the provisions of Section 170.08, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida, regarding completion of a project funded by a particular series of bonds or other financial instrument, the District shall credit to each Special Assessment the difference, if any, between the Special Assessment as hereby made, approved and confirmed and the actual costs incurred in completing the Project. In making such credits, no credit shall be given for bond financing costs, capitalized interest, funded reserves or bond discounts. Such credits, if any, shall be entered in the Improvement Lien Book. Once the final amount of Special Assessments for the entire Project has been determined, the term “Special Assessment” shall, with respect to each parcel, mean the sum of the costs of the Project. In the event that a landowner prepays a Special Assessment prior to its finalization, no credit shall be given if the total cost of the Project are less than anticipated.

SECTION 7.	PAYMENT OF SPECIAL ASSESSMENTS AND METHOD OF COLLECTION.

The Special Assessments may be paid in not more than thirty (30) consecutive annual installments of principal and interest or such other schedule as may be set by the amortization schedule for the Bonds. The Special Assessments may be paid in full without interest at any time within thirty (30) days after the completion of the Project and the adoption by the Board of a resolution by the District accepting the Project; provided, however, that the Board shall at any time make such adjustments by resolution, at a noticed meeting of the Board, to that payment schedule as may be necessary and in the best interests of the District to account for changes in long and short term debt as actually issued by the District. At any time subsequent to thirty (30) days after the Project has been completed and a resolution accepting the Project has been adopted by the Board, the Special Assessments may be prepaid in full including interest amounts to the next succeeding interest payment date or to the second succeeding interest payment date if such a prepayment is made within forty-five (45) calendar days before an interest payment date. The owner of property subject to Special Assessments may prepay the entire remaining balance of the Special Assessments at any time, or a portion of the remaining balance of the Special Assessment one time if there is also paid, in addition to the prepaid principal balance of the Special Assessment, an amount equal to the interest that would otherwise be due on such prepaid amount on the next succeeding interest payment date for the Bonds, or, if prepaid during the forty-five (45) day period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date. Prepayment of Special Assessments does not entitle the property owner to any discounts for early payment.

The District may elect to use the method of collecting Special Assessments authorized by Sections 197.3632 and 197.3635, Florida Statutes and Section 13 of Chapter 2005-338, Laws of Florida (the “Uniform Method”). The District has heretofore taken, or will use its best efforts to take as timely required, all necessary actions to comply with the provisions of said Sections 197.3632 and 197.3635, Florida Statutes and Section 13 of Chapter 2005-338, Laws of Florida. Such Special Assessments may be subject to all of the collection provisions of Chapter 197, Florida Statutes. Notwithstanding the above, in the event the Uniform Method of collecting its special or non ad

valorem assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Special Assessments may be collected as is otherwise permitted by law. The District may, in its sole discretion, collect Special Assessments by directly assessing landowner(s) and enforcing said collection in any manner authorized by law. Notwithstanding the foregoing, the collection methods actually utilized by the Districts for each series of the Bonds shall be as set forth in a supplemental resolution relative to same.

For each year the District uses the Uniform Method, the District shall enter into an agreement with the Tax Collector of Manatee County who may notify each owner of a lot or parcel within the District of the amount of the Special Assessment, including interest thereon, in the manner provided in Section 197.3635, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida.

In the event that an assessment payment is not made in accordance with the schedule referenced above, such assessment and any future scheduled assessment payments shall be delinquent and shall accrue penalties and interest in the amount of one percent (1%) per month plus all costs of collection and enforcement, and shall either be enforced pursuant to a foreclosure action, or, at the District’s discretion, collected pursuant to the Uniform Method on a future tax bill, which amount may include penalties, interest, and costs of collection and enforcement. In the event an assessment subject to direct collection by the District shall be delinquent, the District Manager and District Counsel, without further authorization by the Board, may initiate foreclosure proceedings to collect and enforce the delinquent and remaining assessments.

SECTION 8. APPLICATION OF TRUE UP PAYMENTS.

Pursuant to the Methodology Report, attached hereto as Exhibit B, there may be required from time to time certain “True Up Payments.” As parcels of land or lots are developed, the special assessments securing the Bonds shall be allocated as set forth in the Methodology Report. In furtherance thereof, at such time as the lands within the Project boundary are platted, it shall be an express condition of the lien established by this Resolution that such plats shall be presented to the District Manager for review, approval and calculation of the percentage of acres and numbers of units which will be, after the approval of such plat by Manatee County, considered to be developed. No further action by the Board of Supervisors shall be required. The District’s review shall be limited solely to this function and the enforcement of the lien established by this Resolution. The District Manager shall cause the Special Assessments to be reallocated to the units being platted and the remaining property in accordance with Exhibit B; cause such reallocation to be recorded in the District’s Improvement Lien Book; and, at such time as 25%, 50%, 75% and 100% of the gross acreage within the Project boundary is platted, shall perform the true-up calculations described in Exhibit B, which process is incorporated herein as if fully set forth. Any resulting True-Up Payment shall become due and payable that tax year by the landowner(s) of record of the remaining property, in addition to the regular assessment installment payable with respect to the remaining developable acres.

The District will take all necessary steps to ensure that True-Up Payments are made in a timely fashion to ensure its debt service obligations are met. The District shall record all True-Up Payments in its Improvement Lien Book.

The foregoing is based on the District's understanding that as many as 502 residential units will be developed on approximately 223.25 acres based on the unit numbers and types shown in Exhibit B, on the property subject to the Special Assessments. The Assessment Methodology Report is to provide a formula to ensure that the appropriate ratio of the Special Assessments to developable acres is maintained if less acres are developed. However, no action by the District prohibits or proscribes a maximum amount of development that may occur. In no event shall the District collect Special Assessments pursuant to this Resolution in excess of the total debt service related to the Project, including all costs of financing and interest. The District recognizes that such things as regulatory requirements and market conditions may affect the timing and scope of the development in the District. If the strict application of the True-Up Methodology to any assessment reallocation pursuant to this paragraph would result in Special Assessments collected in excess of the District’s total debt service obligation for the Project, the Board shall by resolution take appropriate action to equitably reallocate the Special Assessments. Further, upon the District’s review of the final plat for the developable acres, any unallocated Special Assessments shall become due and payable and must be paid prior to the District’s approval of that plat.

The application of the monies received from True-Up Payments or assessments to the actual debt service obligations of the District, whether long term or short term, shall be set forth in the supplemental assessment resolution adopted for each series of Bonds actually issued. A separate resolution shall be issued for each set of Bonds. Such subsequent resolution shall be adopted at a noticed meeting of the District, and shall set forth the actual amounts financed, costs of issuance, expected costs of collection, and the total amount of the assessments pledged to that issue, which amount shall be consistent with the lien imposed by this Resolution.

SECTION 9. GOVERNMENT PROPERTY; HOMEOWNERS ASSOCIATION PROPERTY; TRANSFERS OF PROPERTY TO UNITS OF LOCAL, STATE, AND
FEDERAL GOVERNMENT. Property owned by units of local, state, and federal government shall not be subject to the Special Assessments without specific consent thereto. In addition, property owned by a property owners association or a home owners association that is exempt from special assessments under Florida law shall not be subject to the Special Assessments. If at any time, any real property on which Special Assessments are imposed by this Resolution is sold or otherwise transferred to a unit of local, state, or federal government (without consent of such governmental unit to the imposition of Special Assessments thereon), all future unpaid Special Assessments for such tax parcel shall become due and payable immediately prior to such transfer without any further action of the District.

SECTION 10. ASSESSMENT NOTICE. The District’s Secretary is hereby directed to record a general Notice of Assessments in the Official Records of Manatee County, Florida, which shall be updated from time to time in a manner consistent with changes in the boundaries of the District.

SECTION 11. SEVERABILITY. If any section or part of a section of this Resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the

section or part of a section so held to be invalid or unconstitutional.

SECTION 12. CONFLICTS. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed.

SECTION 13. EFFECTIVE DATE. This Resolution shall become effective upon its adoption.

PASSED AND ADOPTED this 9th day of July, 2021.

ATTEST:	BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary	Chairman/ Vice Chairman

Exhibit A:	Engineer’s Report for Sweetwater dated May 5, 2021
Exhibit B:	Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Sweetwater Project Area, dated May 2021

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Matters Pertaining to Belle Isle and Central Park Refunding

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-25

RESOLUTION 2021-25

A RESOLUTION OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SUPPLEMENTING ITS RESOLUTION 2005-16 BY AUTHORIZING THE ISSUANCE OF AND AWARDING THE SALE OF $3,610,000 PRINCIPAL AMOUNT OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE REFUNDING BOND, SERIES 2021 (BELLEISLE/CENTRAL PARK PROJECTS) FOR THE PURPOSES DESCRIBED HEREIN; APPROVING A PRIVATE PLACEMENT FOR SUCH BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE THIRTY-THIRD 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 BOND; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; APPOINTING AN ESCROW AGENT; CALLING THE REFUNDED BONDS DESCRIBED HEREIN FOR EARLY REDEMPTION; 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 BOND AND THE REFUNDING OF THE REFUNDED BONDS; PROVIDING CERTAIN DETAILS WITH RESPECT TO SAID BOND; 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 (collectively the "Act") to issue its bonds for the purpose of acquiring and constructing public improvements and community facilities all as provided in the Act; and

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

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 Refunding Bond, Series 2021 (Belleisle/Central Park Projects) in the principal amount of $3,610,000 (the "2021 Bond") in order to refinance the District’s Outstanding Special Assessment Revenue Bonds, Series 2010A (Central Park Project) and the District’s

Outstanding Special Assessment Revenue Bonds, Series 2011A (Belleisle Project) (together, the “Refunded Bonds”) in order to provide debt service savings, to approve the Supplemental Indenture (hereinafter defined) and to provide for various other matters relating to the issuance of the 2021 Bond; and

WHEREAS, the District has previously received and accepted from The Bank of Tampa, a Florida banking corporation (the “Bank”), a Commitment Letter (the “Commitment”) attached hereto as Exhibit C submitted through MBS Capital Markets, LLC (the “Placement Agent”) for the purchase of the 2021 Bond, and the Board of Supervisors of the District (the “Board”) has previously approved and accepted such Commitment; and

WHEREAS, in conjunction with the sale and issuance of the 2021 Bond, it is necessary to approve the form of the Supplemental Indenture to establish the principal amount, interest rate, maturity, redemption provisions, placement fee, costs and certain other details with respect thereto, to approve the form of the 2021 Bond, and to provide for various other matters with respect to the issuance and sale of the 2021 Bond and the refunding of the Refunded 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
$3,610,000 principal amount of the 2021 Bond. The 2021 Bond 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-Third Supplemental Trust Indenture dated as of July 1, 2021, or such other date and numbering of the supplemental indenture as is mutually agreeable to the District and the Bank (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 are 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 are hereby authorized and directed to execute and deliver such Indenture on behalf of and in the name of the District and the Secretary or any Assistant Secretary of the Board is hereby authorized to attest such execution, with such additions and deletions therein as may be made and approved by the Chairman or the Vice Chairman executing the same, such execution to be conclusive evidence of such approval.

SECTION 4. Private Placement. The Board hereby determines that a private placement of the 2021 Bond through the facilities of the Placement Agent is in the best interests of the District because the market for instruments such as the 2021 Bond are limited, because of prevailing market conditions and because delays caused by soliciting competitive bids could adversely affect the District's ability to issue and deliver the 2021 Bond.

SECTION 5. Form of Bond. The 2021 Bond 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 2021 Bond shall approve, such approval to be conclusively evidenced by the execution of the 2021 Bond (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 2021 Bond.

SECTION 6. Early Redemption of Refunded Bonds. Subject to delivery of the 2021 Bond, all of the Refunded Bonds are hereby irrevocably called for redemption on the date set forth in the Escrow Deposit Agreement (hereinafter defined) at the redemption price of 100% of the principal amount of such Refunded Bonds together with accrued interest to the redemption date.

SECTION 7. Approval of Escrow Deposit Agreement. The Escrow Deposit Agreement, pursuant to which certain proceeds of the 2021 Bond and other legally available moneys of the District will be deposited to provide for the refunding and defeasance of the Refunded Bonds, is hereby approved in substantially the form attached hereto as Exhibit B and the Chairman or the Vice Chairman of the Board are hereby authorized and directed to execute and deliver such Agreement 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 Escrow Agent under the Escrow Deposit Agreement.

SECTION 8. 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 2021 Bond, including but not limited to adoption of this Resolution, were taken in open meetings of the members of the Board and all deliberations of the members of the Board that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including, but not limited to, the requirement of Florida Statutes, Section 286.011. The Open Meetings were held for the necessary public purpose of considering matters related to the issuance of the 2021 Bond.

SECTION 9. 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 and Hopping Green & Sams, P.A., as General Counsel to the District, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of

the 2021 Bond 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, this Resolution, the Escrow Deposit Agreement and the Commitment.

SECTION 10. Deposits to Funds and Accounts. The Trustee is hereby authorized and directed to apply the proceeds of the 2021 Bond and the amounts on deposit in the Funds and Accounts for the Refunded Bonds in the amounts and in the manner set forth in Section 402 of the Supplemental Indenture.

SECTION 11. Undertaking of the Refunding. The Board hereby authorizes the refunding of the Refunded Bonds, which are currently Outstanding in the aggregate principal amount of $4,065,000, upon the terms and conditions as shall be set forth in the Indenture and in the Commitment.

SECTION 12. Appointment of Trustee, Bond Registrar, Paying Agent. and Authenticating Agent U.S. Bank National Association is hereby appointed to serve as Trustee, Paying Agent, Registrar and Authenticating Agent under the Indenture.

SECTION 13. 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 14. 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 15. 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 16. Effective Date. This Resolution shall become effective immediately upon its adoption.

ADOPTED this 9th day of July, 2021.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

[SEAL]

By:		 Chairman, Board of Supervisors

ATTEST:

By:		 Secretary

EXHIBIT A

FORM OF THIRTY-THIRD SUPPLEMENTAL INDENTURE

BMO Draft #2
7/1/2021

THIRTY-THIRD SUPPLEMENTAL TRUST INDENTURE

Between

LAKEWOOD RANCH STEWARDSHIP DISTRICT

And

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of July 1, 2021 Relating to
$3,610,000
Lakewood Ranch Stewardship District
Special Assessment Revenue Refunding Bond, Series 2021 (Belleisle/Central Park Projects)

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-Third Supplemental Trust Indenture.

Page

ARTICLE I DEFINITIONS	5
Section 101	Definitions.	5
ARTICLE II AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2021 BOND. 9
Section 201	Authorization of Series 2021 Bond	9
Section 202	Terms of Series 2021 Bond.	9
Section 203	Dating and Interest Accrual; Interest Adjustment.	9
Section 204	Denominations	10
Section 205	Transfer Restrictions	10
Section 206	Bond Registrar and Paying Agent	10
Section 207	Conditions Precedent to Issuance of Series 2021 Bond	10
ARTICLE III REDEMPTION OF SERIES 2021 BOND	12
Section 301	Bonds Subject to Redemption	12
Section 302	Conditional Notice of Redemption	12
ARTICLE IV DEPOSIT OF SERIES 2021 BOND PROCEEDS AND OTHER FUNDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF	13
Section 401	Establishment of Accounts.	13
Section 402	Use of Series 2021 Bond Proceeds and Prior Indenture Funds.	13
Section 403	Series 2021 Costs of Issuance Account.	14
Section 404	Amortization Installments; Reamortization	14
Section 405	Tax Covenants and Rebate Account.	15
Section 406	Establishment of Series 2021 Revenue Account in Revenue Fund; Application of Revenues and Investment Earnings.	15
ARTICLE V CONCERNING THE TRUSTEE	18
Section 501	Acceptance by Trustee.	18
Section 502	Limitation of Trustee’s Responsibility	18
Section 503	Trustee’s Duties	18
Section 504	Patriot Act Requirements of the Trustee	18
ARTICLE VI ADDITIONAL BONDS	19
Section 601	No Additional Bonds or Additional Assessments	19
ARTICLE VII MISCELLANEOUS	20
Section 701	Confirmation of Master Indenture	20
Section 702	Collection of Series 2021 Assessments.	20

Page
Section 703	Additional Covenant Regarding Financial Statements.	20
Section 704	Covenants with Regard to Enforcement and Collection of Delinquent Assessments.	20
Section 705	Brokerage Confirmations	21
Section 706	Amendments	21
Section 707	Counterparts.	21
Section 708	Appendices and Exhibits.	21
Section 709	Payment Dates.	21
Section 710	No Rights Conferred on Others	22
Section 711	Notices.	22
EXHIBIT “A” – FORM OF SERIES 2021 BOND

THIRTY-THIRD SUPPLEMENTAL TRUST INDENTURE

THIS THIRTY-THIRD SUPPLEMENTAL TRUST INDENTURE (this “Thirty-Third
Supplemental Indenture”), dated as of the 1st day of July, 2021, by and between LAKEWOOD RANCH STEWARDSHIP DISTRICT, a special district created and established pursuant to Chapter 2005-338, Laws of Florida, as amended (the “Act”) (together with any successor thereto which succeeds to the obligations of such district hereunder, the “District”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America and authorized to accept and execute trusts of the character herein set out, as trustee (the “Trustee”) under the Master Indenture (as hereinafter defined).

RECITALS:

WHEREAS, pursuant to Resolution No. 2005-16, adopted by the Board of Supervisors of the District (the “Governing Body”) on August 23, 2005 (as supplemented by the Award Resolution hereinafter defined, the “Bond Resolution”), the District authorized the execution and delivery of a Master Trust Indenture to secure the issuance of not exceeding $4,000,000,000 of Bonds to be issued by the District (the “Bonds”), issuable in one or more Series of Bonds from time to time; and

WHEREAS, pursuant to the Constitution and laws of the State of Florida, particularly, Florida Statutes, Chapter 75, as amended, such Bonds were validated by final judgment of the Circuit Court for the Twelfth Judicial Circuit, in and for Manatee and Sarasota Counties rendered on December 20, 2005, the period for appeal having expired and no appeal from such final judgment having been taken; and

WHEREAS, the District has entered into a Master Trust Indenture (the “Master Indenture”), dated as of September 1, 2005, with the Trustee to secure the issuance of such Bonds and any bond anticipation notes issued in anticipation of the issuance of any such Bonds issued from time to time as provided in the Bond Resolution; and

WHEREAS, pursuant to Resolution No. 2010-09 adopted by the Governing Body of the District on June 25, 2010, the District issued, sold and delivered its $5,720,000 Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2010A (Central Park Project) (the “2010A Bonds”), as an issue of Bonds under the Master Indenture, and executed and delivered the Seventh Supplemental Trust Indenture (the “Seventh Supplemental Indenture”) dated as of July 1, 2010, between the District and the Trustee to secure the issuance of the 2010A Bonds pursuant to the Master Indenture, as supplemented thereby (collectively, the “2010A Indenture”) and to set forth the interest rates, maturities, principal and interest payment dates, redemption provisions and other terms and conditions of the 2010A Bonds; and

WHEREAS, the 2010A Bonds were issued to, among other things, finance assessable capital improvements comprising the “2010A Project”; and

WHEREAS, pursuant to Resolution No. 2011-10 adopted by the Governing Body of the District on April 1, 2011, the District issued, sold and delivered its $1,765,000 Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2011A (Belleisle Project) (the “2011A Bonds”), as an issue of Bonds under the Master Indenture, and executed and delivered the Ninth Supplemental Trust Indenture (the “Ninth Supplemental Indenture”) dated as of May 1, 2011, between the District and the Trustee to secure the issuance of the 2011A Bonds pursuant to the Master Indenture, as supplemented thereby (collectively, the “2011A Indenture”) and to set forth the interest rates, maturities, principal and interest payment dates, redemption provisions and other terms and conditions of the 2011A Bonds; and

WHEREAS, the 2011A Bonds were issued to, among other things, finance assessable capital improvements comprising the “2011A Project”; and

WHEREAS, the District has determined that under existing market conditions it would be in the best financial interest of the District to currently refund all of the District’s Outstanding 2010A Bonds and 2011A Bonds (together, the “Refunded Bonds”) in order to achieve debt service savings; and

WHEREAS, pursuant to Resolution No. 2021-25, adopted by the Governing Body of the District on July 9, 2021 (the “Award Resolution”), the District has authorized the issuance, sale and delivery of its $3,610,000 Lakewood Ranch Stewardship District Special Assessment Revenue Refunding Bond, Series 2021 (Belleisle/Central Park Projects) (the “Series 2021 Bond”), which is issued hereunder as a Series of Bonds under the Master Indenture, has authorized the execution and delivery of this Thirty-Third Supplemental Indenture to secure the issuance of the Series 2021 Bond pursuant to the Master Indenture as amended, modified and supplemented hereby and to set forth the terms of the Series 2021 Bond; and

WHEREAS, the District will apply the proceeds of the Series 2021 Bond, together with other funds of the District, to: (i) currently refund all of the Outstanding principal amount of the Refunded Bonds; (ii) pay certain costs associated with the issuance of the Series 2021 Bond; and
pay interest coming due on the Series 2021 Bond on November 1, 2021; and

WHEREAS, the Series 2021 Bond will be payable from and secured by the revenues received by the District from the levy and collection of Assessments imposed, levied and collected by the District with respect to property specially benefited by the 2010A Project and the 2011A Project (the “Series 2021 Assessments”), which revenues, together with the Series 2021 Pledged Funds and Accounts (as hereinafter defined) will comprise the Series 2021 Trust Estate (as hereinafter defined), which shall constitute a “Trust Estate” as defined in the Master Indenture; and

WHEREAS, the execution and delivery of the Series 2021 Bond and of this Thirty-Third Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Series 2021 Bond, when executed by the District and authenticated by the Trustee, a valid and binding legal obligation of the District and to make this Thirty-Third Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2021 Trust Estate have been done;

NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS THIRTY- THIRD 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 Series 2021 Bond 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 of, and interest on, the Series 2021 Bond 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-Third Supplemental Indenture and in the Series 2021 Bond: (a) has executed and delivered this Thirty-Third 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 the trusts under the Master Indenture, and to them and their successors and assigns forever, all right, title and interest of the District, in, to and under, subject to the terms and conditions of the Master Indenture and the provisions of the Master Indenture pertaining to the application thereof for or to the purposes and on the terms set forth in the Master Indenture, the revenues derived by the District from the Series 2021 Assessments (the “Series 2021 Pledged Revenues”) and the Funds and Accounts (except for the Series 2021 Rebate Account) established hereby (the “Series 2021 Pledged Funds and Accounts”) which shall comprise the Trust Estate securing the Series 2021 Bond (the “Series 2021 Trust Estate”);

TO HAVE AND TO HOLD all the same by the Master Indenture granted, bargained, sold, conveyed, transferred, assigned and pledged, or agreed or intended so to be, to the Trustee and its successors in said 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 and herein provided with respect to the Series 2021 Bond, upon the terms and trusts in the Indenture set forth for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the Series 2021 Bond issued or to be issued under and secured by this Thirty-Third Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one Series 2021 Bond over any other Series 2021 Bond by reason of priority in their issue, sale or execution;

PROVIDED, HOWEVER, that if the District, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the Series 2021 Bond issued, secured and Outstanding under this Thirty- Third Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the Series 2021 Bond and this Thirty-Third 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-Third 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-Third Supplemental Indenture, then upon such final payments, this Thirty-Third Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to the Series 2021 Bond, otherwise this Thirty-Third Supplemental Indenture shall remain in full force and effect;

THIS THIRTY-THIRD SUPPLEMENTAL INDENTURE FURTHER WITNESSETH,
and it is expressly declared, that the Series 2021 Bond issued and secured hereunder is 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-Third Supplemental Indenture), including this Thirty-Third Supplemental Indenture, expressed, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the Owner, from time to time, of the Series 2021 Bond, as follows:

[Remainder of page intentionally left blank]

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:

“Authorized Denomination” shall mean, with respect to the Series 2021 Bond, the then Outstanding principal amount of the Series 2021 Bond from time to time; provided, however, that any partial redemption of the Series 2021 Bond shall be in integral whole number multiples of $5,000.

“Bank” or “Owner” shall mean, initially, The Bank of Tampa, a Florida banking corporation and/or its affiliates, successors and assigns, as the registered owner (or its authorized representative) of the Series 2021 Bond.

“Delinquent Assessment Interest” shall mean Series 2021 Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Series 2021 Assessment Interest has, or would have, become delinquent under State law or the Series 2021 Assessment Proceedings applicable thereto.

“Delinquent Assessment Principal” shall mean Series 2021 Assessment Principal deposited by the District with the Trustee on or after May 1 of the year in which such Series 2021 Assessment Principal has, or would have, become delinquent under State law or the Series 2021 Assessment Proceedings applicable thereto.

“Delinquent Assessments” shall mean Delinquent Assessment Principal and Delinquent Assessment Interest.

"Determination of Taxability" shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on any Series 2021 Bond is includable for federal income tax purposes in the gross income of the Owner thereof, which notice or notification is not successfully contested by either the District or the Owner of the Series 2021 Bond, or (ii) a determination by a court of competent jurisdiction that the interest payable on the Series 2021 Bond is includable for federal income tax purposes in the gross income of the Owner thereof, which determination either is final and non-appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the District to the effect that interest on the Series 2021 Bond is includable for federal income tax purposes in the

gross income of the Owner thereof. The effective date of the Determination of Taxability shall be the date such interest is includable in gross income.

"Electronic Means" or "electronic means" shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.

“Escrow Agent” shall mean U.S. Bank National Association, and its permitted successors and assigns.

“Escrow Deposit Agreement” shall mean that certain Escrow Deposit Agreement dated July 12, 2021, by and between the District and the Escrow Agent, as such agreement may be amended and supplemented from time to time in accordance with its terms.

“Escrow Fund” shall mean the fund created for the defeasance and payment of the Refunded Bonds in the Escrow Deposit Agreement.

“Indenture” shall mean the Master Indenture, as amended, modified and supplemented by this Thirty-Third Supplemental Indenture.

“Interest Payment Date” shall mean each May 1 and November 1, commencing November 1, 2021.

“Series 2021 Assessments” shall mean the non-ad valorem special assessments imposed, levied and collected by the District in accordance with the Series 2021 Assessment Proceedings with respect to the 2010A Project and the 2011A Project.

“Series 2021 Assessment Interest” shall mean the interest on the Series 2021 Assessments which is pledged to the Series 2021 Bond.

“Series 2021 Assessment Principal” shall mean the principal amount of Series 2021 Assessments received by the District which represents the principal of and Amortization Installments of the Series 2021 Bond, other than applicable Delinquent Assessment Principal and Series 2021 Prepayment Principal.

“Series 2021 Assessment Proceedings” shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2021 Assessments which include Resolutions Nos. 2006-20, 2006-21, 2006-26, 2010-02, 2010-03, 2010-05, 2010-10, 2011-14 and 2021-
26, as adopted by the Governing Body of the District, and any supplemental proceedings undertaken by the District with respect to the Series 2021 Bond.

“Series 2021 Bond” shall mean the District’s $3,610,000 Lakewood Ranch Stewardship District Special Assessment Revenue Refunding Bond, Series 2021 (Belleisle/Central Park Projects), issued under the Indenture.

“Series 2021 Investment Obligations” shall mean and includes any of the following securities, if and to the extent that such securities are legal investments for funds of the District:

Government Obligations;

Bonds, debentures, notes or other evidences of indebtedness issued by any of the following agencies or such other government - sponsored agencies which may presently exist or be hereafter created; provided, that, such bonds, debentures, notes or other evidences of indebtedness are fully guaranteed as to both principal and interest by the United States of America; Bank for Cooperatives; Federal Intermediate Credit Banks; Federal Financing Bank; Federal Home Loan Bank System; Export-Import Bank of the United States; Farmers Home Administration; Small Business Administration; Inter-American Development Bank; International Bank for Reconstruction and Development; Federal Land Banks; the Federal National Mortgage Association; the Government National Mortgage Association; the Tennessee Valley Authority; or the Washington Metropolitan Area Transit Authority;

Shares of money market mutual funds that invest only in the obligations described in (i) and (ii) above, including money market mutual funds of the Trustee bank meeting such criteria; and

Time deposits, demand deposits or certificate of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state depository institution authority (including the Trustee); provided, however, that at the time of the investment, short-term unsecured debt obligations hereof shall have a credit rating in the highest rating category by S&P or Moody’s.

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.

“Series 2021 Pledged Revenues” shall mean all revenues derived by the District from the Series 2021 Assessments.

“Series 2021 Prepayment Principal” shall mean the excess amount of Series 2021 Assessment Principal received by the District over the Series 2021 Assessment Principal included within an Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Series 2021 Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2021 Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.

“Taxable Rate” shall mean 3.50% per annum, which rate shall be effective upon a Determination of Taxability.

“Tax Regulatory Covenants” shall mean the tax covenants set forth in the District’s arbitrage and tax certificate relating to the Series 2021 Bond, including all exhibits thereto, as the same may be amended and supplemented from time to time in accordance with its terms.

“Tax-Exempt Rate” shall mean 2.78% per annum.

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ARTICLE II

AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2021 BOND

Section 201 Authorization of Series 2021 Bond. The Series 2021 Bond is hereby authorized to be issued in the principal amount of $3,610,000 for the purposes enumerated in the recitals hereto to be designated “Lakewood Ranch Stewardship District Special Assessment Revenue Refunding Bond, Series 2021 (Belleisle/Central Park Projects).” The Series 2021 Bond shall be substantially in the form set forth as Exhibit “A” to this Thirty-Third Supplemental Indenture. The Series 2021 Bond shall bear the designation “2021R-1.”

The Series 2021 Bond shall be initially issued in the form of a single certificated fully registered Series 2021 Bond. The provisions of the Master Indenture with respect to the registration, transfer and exchange of Bonds shall apply to the Series 2021 Bond, except as otherwise provided herein.

Section 202 Terms of Series 2021 Bond. The Series 2021 Bond shall be one (1) Term Bond, shall be issued in one Series under the Master Indenture, shall bear interest at the fixed interest rate per annum, subject to adjustment as hereinafter provided, and shall mature in the amount and on the date set forth below:

Principal
Amount	Maturity Date
   (May 1) 	Interest
   Rate 	
$3,610,000	2040	2.78%	

Section 203 Dating and Interest Accrual; Interest Adjustment. (a) The Series 2021 Bond shall be dated the date of initial issuance and delivery. The Series 2021 Bond shall also bear its date of authentication. The Series 2021 Bond shall bear interest at the Tax-Exempt Rate 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 Series 2021 Bond has been paid, in which event such Series 2021 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the Series 2021 Bond, in which event such Series 2021 Bond shall bear interest from its dated date. Interest on the Series 2021 Bond shall be due and payable on each May 1 and November 1, commencing November 1, 2021, and shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2021 Bond from the day before the default occurred.

If there is a Determination of Taxability not caused by the action of the Owner, the Series 2021 Bond shall bear interest at the Taxable Rate from the effective date of the Determination of Taxability. The District hereby covenants that on each date it certifies for collection Series 2021 Assessments following the effective date of a Determination of Taxability,

it will certify for collection Series 2021 Assessments in an amount that will provide sufficient Series 2021 Pledged Revenues to pay, in addition to the current year’s Debt Service, the difference between the Tax-Exempt Rate and the Taxable Rate from the effective date of the Determination of Taxability to the immediately succeeding November 1 (the “Taxable Rate Differential”); provided, however, that such levy will not cause the interest component of the Series 2021 Assessments to exceed 3.50%. In the event there is a Determination of Taxability, and the District is unable to certify for collection the full amount of the Taxable Rate Differential during the remaining term of the Series 2021 Bond without exceeding 3.50%, the District would have no other obligation to levy and recover the portion of Taxable Rate Differential exceeding 3.50%. If the amount of Series 2021 Assessments certified for collection by the District in such years are insufficient to pay the Taxable Rate Differential such insufficiency, in and of itself, shall not be an Event of Default so long as the interest component of such Series 2021 Assessments is at least 3.50%.

The Trustee is entitled to assume, in the absence of written notice from the Owner to the contrary, that the Series 2021 Bond bears interest at the Tax-Exempt Rate. Additionally, the Trustee is entitled to assume that the Taxable Rate Differential provided by the Owner is correct.

Section 204 Denominations. The Series 2021 Bond shall be issued in the Authorized Denomination.

Section 205 Transfer Restrictions. The registration of ownership of the Series 2021 Bond may be transferred only in whole and only to a Qualified Institutional Buyer (as defined in Section 517.021(20), Florida Statutes), certified by the transferee to the District and the Trustee in writing, on which certification the District and the Trustee may conclusively rely. The Series 2021 Bond shall bear a legend consistent with this Section 205.

Section 206 Bond Registrar and Paying Agent. The District appoints the Trustee as Bond Registrar and Paying Agent for the Series 2021 Bond.

Section 207 Conditions Precedent to Issuance of Series 2021 Bond. In addition to complying with the applicable requirements set forth in the Master Indenture in connection with the issuance of the Series 2021 Bond, the Series 2021 Bond shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee and the Bank of:

Certified copies of the Series 2021 Assessment Proceedings;

A copy of the executed Master Indenture and an executed counterpart original of this Thirty-Third Supplemental Indenture;

A customary Bond Counsel opinion and defeasance opinion (with respect to the Refunded Bonds) in a form satisfactory to the Bank;

A District Counsel opinion in a form satisfactory to the Bank;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2021 Bond, the District will not be in default in the performance of the terms and provisions of the Indenture;

An executed copy of the Escrow Deposit Agreement; and

The Verification Report of Causey Demgen & Moore, P.C.

Payment to the Trustee of the net proceeds from the issuance of the Series 2021 Bond shall be conclusive evidence that the foregoing conditions to authentication have been met to the satisfaction of the Bank.

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ARTICLE III REDEMPTION OF SERIES 2021 BOND
Section 301 Bonds Subject to Redemption. The Series 2021 Bond is subject to redemption prior to maturity as provided in the form thereof set forth as Exhibit “A” to this Thirty-Third Supplemental Indenture.

Section 302 Conditional Notice of Redemption. Notwithstanding any other provision of the Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor 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.

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ARTICLE IV

DEPOSIT OF SERIES 2021 BOND PROCEEDS AND OTHER FUNDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

Section 401	Establishment of Accounts. There are hereby established the following Funds and Accounts:

within the Acquisition and Construction Fund held by the Trustee a Series 2021 Costs of Issuance Account;

within the Debt Service Fund held by the Trustee, a Series 2021 Interest Account, a Series 2021 Sinking Fund Account, and a Series 2021 Redemption Account (and therein, a Series 2021 Prepayment Subaccount, and a Series 2021 Optional Redemption Subaccount);

within the Revenue Fund held by the Trustee, a Series 2021 Revenue Account; and

within the Rebate Fund held by the Trustee, a Series 2021 Rebate
Account.

Section 402	Use of Series 2021 Bond Proceeds and Prior Indenture Funds.

The amount received by the District from the sale of the Series 2021 Bond and transfer of the 2010A Indenture Funds and 2011A Indenture Funds (each as hereinafter defined), which total $4,358,926.93, comprised of (i) $3,602,780.00 (representing the par amount of the Series 2021 Bond, less the commitment fee retained by the bank in the amount of $7,220.00) (the “Proceeds”), plus (ii) $326,482.36 on deposit in the Series 2010A Revenue Account held under the 2010A Indenture, plus $226,247.95 on deposit in the Series 2010A Reserve Account held under the 2010A Indenture, and $2,349.23 on deposit in the Series 2010A Prepayment Subaccount of the Series 2010A Redemption Account held under the 2010A Indenture (collectively, the “2010A Indenture Funds”), plus (iii) $71,187.25 on deposit in the Series 2011A Revenue Account held under the 2011A Indenture, plus $129,433.84 on deposit in the Series 2011A Reserve Account held under the 2011A Indenture, and $446.30 on deposit in the Series 2011A Prepayment Subaccount of the Series 2011A Redemption Account held under the 2011A Indenture (collectively, the “2011A Indenture Funds”) shall be applied as follows:

Proceeds in the amount of $177,632.43 representing the costs of issuance allocated to the Series 2021 Bond shall be deposited to the credit of the Series 2021 Costs of Issuance Account;

Proceeds in the amount of $2,173,770.90, plus $307,206.92 of the amount held in the 2010A Revenue Account, $226,247.95 of the amount held in the 2010A Reserve Account, and $2,349.23 of the amount held in the 2010A Prepayment Subaccount, for a total of $2,709,575.00, will be deposited into the Escrow Fund and will be used to pay the principal of and accrued and unpaid interest on the 2010A Bonds on August 11, 2021, in accordance with the Escrow Deposit Agreement; and

Proceeds in the amount of $1,251,376.67, plus $60,076.52 of the amount held in the 2011A Revenue Account, $129,433.84 of the amount held in the 2011A Reserve Account, and $446.30 of the amount held in the 2011A Prepayment Subaccount, for a total of $1,441,333.33, will be deposited into the Escrow Fund and will be used to pay the principal of and accrued and unpaid interest on the 2010A Bonds on August 11, 2021, in accordance with the Escrow Deposit Agreement;

$19,275.44 on deposit in the Series 2010A Revenue Account and $11,110.73 on deposit in the Series 2011A Revenue Account shall be transferred to the Series 2021 Interest Account to be used to pay the interest coming due on the Series 2021 Bond on November 1, 2021.

Amounts, if any, remaining in the Funds and Accounts held under the 2010A Indenture and the 2011A Indenture after the foregoing transfers shall be transferred to the Series 2021 Revenue Account.

Section 403   Series 2021 Costs of Issuance Account.   The amount deposited in the Series 2021 Costs of Issuance Account shall, on the date of issuance of the Series 2021 Bond and upon receipt of an invoice related thereto, be used to pay the costs of issuance relating to the Series 2021 Bond as listed in the Closing Memorandum dated the date of issuance of the Series 2021 Bond and prepared by MBS Capital Markets, LLC. On the earlier to occur of ninety (90) days from the date of initial issuance and delivery of the Series 2021 Bond or upon the written direction of an Authorized Officer, any amounts deposited in the Series 2021 Costs of Issuance Account for which the District has not presented the Trustee a requisition to pay such costs shall be transferred over and deposited into the Series 2021 Revenue Account and used for the purposes permitted therefor, whereupon the Series 2021 Costs of Issuance Account shall be closed.

Section 404	Amortization Installments; Reamortization.

The Amortization Installments established for the Series 2021 Bond shall be as set forth in the form of Series 2021 Bond attached hereto.

Upon any redemption of Series 2021 Bond (other than any portion of the Series 2021 Bond redeemed in accordance with scheduled Amortization

Installments and other than any portion of the Series 2021 Bond redeemed at the direction of the District accompanied by a cash flow certificate as required by Section 506(ii) of the Master Indenture), the District shall cause to be recalculated and delivered to the Trustee revised Amortization Installments recalculated so as to reamortize the Outstanding Series 2021 Bond after giving effect to such redemption in substantially equal annual installments of principal and interest over the remaining term of the Series 2021 Bond.

Section 405   Tax Covenants and Rebate Account. The District shall comply with the Tax Regulatory Covenants.

Section 406 Establishment of Series 2021 Revenue Account in Revenue Fund; Application of Revenues and Investment Earnings.

The Trustee shall deposit into the Series 2021 Revenue Account any and all amounts required to be deposited therein by this Section 406 or by any other provision of the Indenture, and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose. The Series 2021 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.

The District shall immediately upon receipt deposit Series 2021 Pledged Revenues with the Trustee together with a written accounting setting forth the amounts of such Series 2021 Pledged Revenues in the following categories which shall be deposited by the Trustee into the Funds and Accounts established hereunder as follows:

Series 2021 Assessment Principal and Delinquent Assessment Principal, which shall be deposited into the Series 2021 Sinking Fund Account;

Series 2021 Prepayment Principal, which shall be deposited into the Series 2021 Prepayment Subaccount of the Series 2021 Redemption Account; and

All other Series 2021 Pledged Revenues, which shall be deposited into the Series 2021 Revenue Account.

Moneys other than Series 2021 Pledged Revenues shall, at the written direction of the District, be deposited into the Series 2021 Optional Redemption Subaccount of the Series 2021 Redemption Account and used to pay the principal of and premium, if any, on the principal amount of the Series 2021 Bond called or to be called for optional redemption at the written direction of the District in accordance with the provisions for optional redemption of the Series 2021 Bond as set forth in the form of Series 2021 Bond attached hereto.

On the forty-fifth (45th) day preceding each Interest Payment Date (or if such forty-fifth (45th) day is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2021 Prepayment Subaccount of the Series 2021 Redemption Account and, if the balance therein is greater than zero, shall transfer from the Series 2021 Revenue Account for deposit into the Series 2021 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the nearest integral multiple of
$5,000 (provided that there are sufficient funds remaining therein to pay Debt Service coming due on the Series 2021 Bond on the next succeeding Interest Payment Date), and shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2021 Bond on the next succeeding Interest Payment Date in the maximum principal amount for which moneys are then on deposit in such Series 2021 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of the Series 2021 Bond set forth in the form of the Series 2021 Bond attached hereto, Section 301 hereof, and Article III of the Master Indenture.

On 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 May 1 or November 1), the Trustee shall transfer amounts on deposit in the Series 2021 Revenue Account to the Funds and Account designated below in the following amounts and in the following order of priority:

FIRST, to the Series 2021 Interest Account, an amount equal to the amount of interest payable on the Series 2021 Bond on such May 1 or November 1, less any other amount already on deposit in the Series 2021 Interest Account;

SECOND, on each May 1, beginning May 1, 2022, to the Series 2021 Sinking Fund Account the amount, if any, equal to the difference between the Amortization Installment due on the Series 2021 Bond on such May 1, and the amount already on deposit in the Series 2021 Sinking Fund Account not previously credited;

THIRD, the balance of any moneys remaining after making the foregoing deposits shall remain therein.

On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the Series 2021 Revenue Account to the Series 2021 Rebate Account, 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.

On each November 2 (or if such November 2 is not a Business Day, on the next Business Day thereafter), the Trustee shall, at the written direction of the District, transfer to the District the balance on deposit in the Series 2021 Revenue Account on such November 2 to be used for any lawful District purpose; provided, however, that on the date of such proposed transfer the Trustee shall not have received written notice of an Event of Default under the

Indenture relating to the Series 2021 Bond, including the payment of Trustee’s fees and expenses then due, and, the balance, if any, shall be paid to, or upon the order of, the District.

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 Series 2021 Bond shall be invested only in Series 2021 Investment Obligations if and as so directed by the District in writing, and further, earnings on investments in the Series 2021 Funds and Accounts shall be deposited, as realized, to the credit of the Series 2021 Revenue Account and used for the purpose of such Account.

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ARTICLE V CONCERNING THE TRUSTEE
Section 501 Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Thirty-Third Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture as amended, modified and supplemented by this Thirty-Third Supplemental Indenture. The Trustee further agrees to act and serve as Bond Registrar and Paying Agent with respect to the Series 2021 Bond.

Section 502 Limitation of Trustee’s Responsibility. The Trustee shall not be responsible in any manner for the due execution of this Thirty-Third Supplemental Indenture by the District or for the recitals contained herein, all of which are made solely by the District.

Section 503 Trustee’s Duties. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Article VI thereof.

Section 504    Patriot Act Requirements of the 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.

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ARTICLE VI ADDITIONAL BONDS
Section 601 No Additional Bonds or Additional Assessments. The District covenants and agrees that so long as the Series 2021 Bond is Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2021 Trust Estate, nor shall it issue additional parity bonds secured by the lien of the Series 2021 Assessments, without the Owner’s prior written consent. The District additionally covenants and agrees that it may not impose Assessments for capital projects on the same property on which the Series 2021 Assessments are levied unless the prior written consent of the Bank is obtained; provided, however, the foregoing shall not preclude the District (i) from issuing up to $5,000,000 in principal amount of Bonds secured by Assessments levied on the same lands subject to the Series 2021 Assessments or (ii) from imposing Assessments (or the issuance of Bonds secured by such Assessments) on property subject at such time to the Series 2021 Assessments which the District certifies to the Bank are necessary for health, safety or welfare of the residents of the District, for operation and maintenance expenses or to remediate a natural disaster.

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ARTICLE VII MISCELLANEOUS
Section 701 Confirmation of Master Indenture. As amended, modified and supplemented by this Thirty-Third Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this Thirty-Third Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and effect with respect to this Thirty-Third Supplemental Indenture and to the Series 2021 Bond issued hereunder.

Anything in the Master Indenture to the contrary notwithstanding, the District shall not be required to file an annual report with the Trustee as required by the Master Indenture.

Section 702     Collection of Series 2021 Assessments.   Notwithstanding any provision of the Master Indenture, the Series 2021 Assessments pledged hereunder to secure the Series 2021 Bond shall be collected pursuant to the “uniform method” for the levy, collection and enforcement of Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, as amended, unless such method is not available.

Section 703     Additional Covenant Regarding Financial Statements.   For so long as the Series 2021 Bond is Outstanding, the District covenants and agrees that it will provide, at its own expense, to the Owner: (a) a copy of its audited financial statements no later than six (6) months following the end of each Fiscal Year, beginning with the audit for the fiscal year ending September 30, 2021; and (b) collection information with respect to the collection of the Series 2021 Assessments as well as fiscal year end account balances with respect to the Funds and Accounts held under this Thirty-Third Supplemental Indenture within sixty (60) days following each fiscal year end.

Section 704 Covenants with Regard to Enforcement and Collection of Delinquent Assessments. Anything herein or in the Master Indenture to the contrary notwithstanding, the District covenants and agrees that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of the Indenture, the provisions for the collection of Delinquent Assessments, the provisions for the foreclosure of liens of Delinquent Assessments (if the uniform method is not being used) 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 Owner.

If the owner of any tax parcel shall be delinquent in the payment of any Series 2021 Assessment, then such Series 2021 Assessment shall be enforced in accordance with the provisions of Chapters 170, 173 and/or 197, Florida Statutes, including but not limited to the sale of tax  certificates and tax  deed as regards such  Delinquent Assessment. In the event the

provisions of Chapter 197, Florida Statutes, are inapplicable or unavailable, then upon the delinquency of any Series 2021 Assessment, the entire unpaid balance of such Series 2021 Assessment may, by operation of law, be in default and, at its own expense, the District shall 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, and Sections 190.011(14), 190.026 and/or 170.10, Florida Statutes, or otherwise as provided by law.

If any tax certificates relating to Delinquent Series 2021 Assessments which are pledged to the Series 2021 Bond are sold by the Tax Collector pursuant to the provisions of Section 197.432, Florida Statutes, or if any such tax certificates are not sold but are later redeemed, the proceeds of such sale or redemption (to the extent that such proceeds relate to the Series 2021 Assessments), less any commission or other charges retained by the Tax Collector, shall, if paid by the Tax Collector to the District, be paid by the District to the Trustee not later than five (5) Business Days following receipt of such proceeds by the District and shall be deposited by the Trustee to the credit of the Series 2021 Revenue Account.

Section 705 Brokerage Confirmations. The District acknowledges that to the extent regulations of the Office of the Comptroller of the Currency within the United States Department of the Treasury 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 706     Amendments.   Any amendments to the Master Indenture applicable to the Series 2021 Bond or to this Thirty-Third Supplemental Indenture shall require the approval of the Owner of the Series 2021 Bond.

Section 707 Counterparts. This Thirty-Third 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 708 Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this Thirty-Third Supplemental Indenture are hereby incorporated herein and made a part of this Thirty-Third Supplemental Indenture for all purposes.

Section 709 Payment Dates. In any case in which an Interest Payment Date or the maturity date of the Series 2021 Bond or the date fixed for the redemption of the Series 2021 Bond 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 710   No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Owner of the Series 2021 Bond.

Section 711 Notices. Any notice, demand, direction, consent, request or other communication or instrument authorized or required by the Indenture to be given to or filed with the District, the Bank or the Trustee shall be provided in writing (which may be by electronic means) and shall be deemed to have been sufficiently given or filed for all purposes of the Indenture if and when sent by electronic means, overnight delivery, certified mail, return receipt requested, or e-mail:

To the District, addressed to:

Lakewood Ranch Stewardship District c/o District Manager
PFM Group Consulting, LLC 12051 Corporate Boulevard
Orlando, Florida 32817 Email: gaarlandtj@pfm.com

To the Bank, addressed to:

The Bank of Tampa
601 Bayshore Boulevard, Suite 100
Tampa, Florida 33606
Email: jyoung@bankoftampa.com To the Trustee, addressed to:
U.S. Bank National Association
550 West Cypress Creek Road, Ste. 380 Fort Lauderdale, Florida 33309 Attention: Corporate Trust Department Email: scott.schuhle@usbank.com

or to such other address as shall be provided to the other party hereto in writing.

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SIGNATURE PAGE FOR
THIRTY-THIRD SUPPLEMENTAL TRUST INDENTURE

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 Vice President.

[SEAL]	LAKEWOOD RANCH STEWARSHIP DISTRICT
Attest:

By: 	
Secretary	Chairman, Board of Supervisors

SIGNATURE PAGE FOR
THIRTY-THIRD SUPPLEMENTAL TRUST INDENTURE

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:		 Vice President

EXHIBIT “A”

FORM OF SERIES 2021 BOND

THE REGISTRATION OF OWNERSHIP OF THIS BOND MAY BE TRANSFERRED ONLY IN WHOLE AND ONLY TO A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN SECTION 517.021(20), FLORIDA STATUTES) AS PROVIDED IN THE INDENTURE

UNITED STATES OF AMERICA STATE OF FLORIDA
LAKEWOOD RANCH STEWARDSHIP DISTRICT
SPECIAL ASSESSMENT REVENUE REFUNDING BOND, SERIES 2021 (BELLEISLE/CENTRAL PARK PROJECTS)

No. 2021R-1	$3,610,000

Interest Rate	Maturity Date	Dated Date	
2.78%	May 1, 2040	July 12, 2021	

Registered Owner:   THE BANK OF TAMPA

Principal Amount:	THREE MILLION SIX HUNDRED TEN THOUSAND AND NO/100 DOLLARS

LAKEWOOD RANCH STEWARDSHIP DISTRICT (the “District”), a special district created and existing pursuant to Chapter 2005-338, Laws of Florida, as amended (the “Act”), 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 Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the hereinafter defined Indenture) shall have been duly made or provided for, the principal amount shown above on the dates and in the amounts set forth below and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or, if no interest has been paid, from the Dated Date shown above on May 1 and November 1 of each year (each, an “Interest Payment Date”), commencing on November 1, 2021, until payment of said principal sum has been made or provided for, at the Interest Rate per annum set forth above, subject to adjustment as provided herein and in the Indenture. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture), 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, 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 (a) of Section 902 of the Master Indenture (hereinafter defined), the payment of interest and principal or Redemption Price or Amortization Installments 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 Bond. Upon a Determination of Taxability (as defined in the hereinafter defined Supplemental Indenture), the Interest Rate shall be subject to adjustment pursuant to Section 203 of the Supplemental Indenture to the Taxable Rate (as defined in the Supplemental Indenture).   Any payment of principal or Redemption Price shall be made to such person who appears on the registration books of the Bond Registrar as the Registered Owners of this Bond at the close of business on the fifteenth (15th) day of the calendar month next preceding such payment, or, if such day is not a Business Day, on the Business Day immediately preceding such day. 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 such method of payment 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. Interest on this Bond will be computed on the basis of a 360-day year comprised of twelve (12) thirty (30)-day months. Presentment of this Bond shall not be required so long as the Bank (as defined in the Supplemental Indenture) is the Registered Owner thereof. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the hereinafter defined Indenture.

This Bond is a duly authorized issue of Bonds of the District designated as its “Special Assessment Revenue Refunding Bond, Series 2021 (Belleisle/Central Park Projects)” in the aggregate principal amount of $3,610,000 (the “Series 2021 Bond” and, together with any other Bonds issued under and governed by the terms of the Master Indenture, the “Bonds”), under 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-Third Supplemental Trust Indenture dated as of July 1, 2021 (the “Supplemental Indenture”), between the District and the Trustee (the Master Indenture, as supplemented by the Supplemental Indenture, is hereinafter referred to as the “Indenture”). The District will apply the proceeds of the Series 2021 Bond, together with other legally available funds of the District, to:  (i) currently refund all of the Outstanding principal amount of the Refunded Bonds;

(ii) pay certain costs associated with the issuance of the Series 2021 Bond; and (iii) pay the interest to become due on this Series 2021 Bond on November 1, 2021.

NEITHER THIS 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 BOND AND THE SERIES OF WHICH IT IS A PART 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. 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 THIS SERIES 2021 BOND. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THIS SERIES 2021 BOND, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2021 TRUST ESTATE PLEDGED TO THIS SERIES 2021 BOND, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.

This Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly the Act, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the designated corporate trust 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 this Bond, 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, this Bond, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of the Series 2021 Assessments, the terms and conditions under which this Bond is or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Owner of this Bond, and, by the acceptance of this Bond, the Owner hereof assents to all of the provisions of the Indenture.

This Series 2021 Bond is issuable only as a single registered bond without coupons in current interest form in the denomination of the then Outstanding principal amount (the “Authorized Denomination”). This Bond is transferable to a Qualified Institutional Buyer (as defined in Section 517.021(20), Florida Statutes) 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 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 Bond, in the same aggregate principal amount as the Bond transferred, will be issued to the transferee. At the designated corporate trust office of the Bond Registrar in Fort Lauderdale, Florida, in the manner and subject to the limitations and conditions provided in the Master Indenture and without cost, except for any tax or other governmental charge, this Bond may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, in the Authorized Denomination and bearing interest at the same rate.

Notwithstanding anything herein or in the Master Indenture to the contrary, this Series 2021 Bond is subject to redemption prior to maturity at the option of the District in whole or in part, on any Business Day, at a Redemption Price equal to 100% of the principal amount of the Series 2021 Bond or portions thereof to be redeemed together with accrued interest to the date of redemption.

This Series 2021 Bond is subject to mandatory redemption in part by the District prior to its scheduled maturity from moneys in the Series 2021 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of
the Year	Amortization
Installment	May 1 of
the Year	Amortization
Installment	
2022	$150,000	2032	$190,000	
2023	150,000	2033	195,000	
2024	155,000	2034	205,000	
2025	160,000	2035	210,000	
2026	165,000	2036	215,000	
2027	165,000	2037	220,000	
2028	175,000	2038	230,000	
2029	175,000	2039	235,000	
2030	180,000	2040*	245,000	
2031	190,000			

* Maturity

Amortization Installments are subject to recalculation, as provided in the Supplemental Indenture, as the result of the redemption of a portion of this Series 2021 Bond other than from scheduled Amortization Installments so as to reamortize the remaining Outstanding principal balance of this Series 2021 Bond in substantial equal annual installments of principal and interest over the remaining term of this Series 2021 Bond as set forth in the Supplemental Indenture.

This Series 2021 Bond is subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, from Series 2021 Prepayment Principal deposited into the Series 2021 Prepayment Subaccount of the Series 2021 Redemption Account.

So long as this Series 2021 Bond is owned by the Bank, notice of redemption other than scheduled redemption, as to which no notice shall be required, shall be by written or electronic transmission to the Bank at the physical or electronic address of such Registered Owner recorded on the bond register maintained by the Bond Registrar not less than ten (10) calendar days prior to the date of redemption. In the event that the Bank is not the Registered Owner of this Series 2021 Bond, notice of each redemption of this Series 2021 Bond is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five
days prior to the date of redemption to the registered Owner of this Series 2021 Bond at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. 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, this Series 2021 Bond or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of this Series 2021 Bond or such portions thereof on such date, interest on this Series 2021 Bond or such portions thereof so called for redemption shall cease to accrue, this Series 2021 Bond or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owner thereof shall have no rights in respect of this Series 2021 Bond or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Notwithstanding any provision in the Indenture to the contrary, no 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   Notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor 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

The Owner of this 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 this Series 2021 Bond 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 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 cash or Federal Securities sufficient to pay the principal or redemption price of this Series 2021 Bond 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 this Series 2021 Bond as to the Series 2021 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 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 Bond is issued with the intent that the laws of the State of Florida shall govern its construction.

All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resolutions of the District to happen, exist and be performed precedent to and in the issuance of this Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This 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.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Lakewood Ranch Stewardship District has caused this 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.

Attest:

LAKEWOOD RANCH STEWARDSHIP DISTRICT

By:	 	
Secretary	Chairman, Board of Supervisors

[SEAL]

[FORM OF CERTIFICATE OF AUTHENTICATION FOR SERIES 2021 BOND]

This Bond is the Bond designated herein and described in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:		 Vice President
Date of Authentication:

 	July 12, 2021	

CERTIFICATE OF VALIDATION

This Bond refunds Bonds that were validated by a final judgment rendered by the Circuit Court for the Twelfth Judicial Circuit, in and for Manatee and Sarasota Counties on December 20, 2005.

Chairman, Board of Supervisors

[FORM OF ASSIGNMENT FOR SERIES 2021 BOND]

FOR VALUE RECEIVED, the undersigned, hereby sells, assigns and transfers unto
 	  (Tax Identification or Social Security No.
 	) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints		attorney to transfer the within bond on the books kept for registration thereof, with full power or substitution in the premises.

Date:	
Signature	

Signature guaranteed:

NOTICE: Signature(s) must be guaranteed
by a signature guarantor institution that is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar nationally recognized signature guarantor program.	NOTICE: The signature to this assignment
must correspond with the name of the registered owner of the within bond as it appears on the face hereof in every particular, without alteration or enlargement or any change whatever, and the   Social   Security   number   or   federal
employer identification must be supplied.	

[ABBREVIATIONS FOR THE SERIES 2021 BOND]

The following abbreviations, when used in the inscription on the face of the within 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 tenants by the entireties
JT TEN	as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT - Custodian under Uniform Transfers to Minors Act

(Cust)	(Minor)	(State)

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

EXHIBIT B

FORM OF ESCROW DEPOSIT AGREEMENT

ESCROW DEPOSIT AGREEMENT

This ESCROW DEPOSIT AGREEMENT, dated July 12, 2021 (this “Agreement”), by and between the LAKEWOOD RANCH STEWARDSHIP DISTRICT (the “District”), a duly constituted and existing local unit of special purpose government under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION (the “Escrow Agent”), a national banking association organized and existing under the laws of the United States of America, as Escrow Agent hereunder.

WHEREAS, the District has previously issued its Special Assessment Revenue Bonds, Series 2010A (Central Park Project) (the “2010A Bonds”) pursuant to a Master Trust Indenture dated as of September 1, 2005 (the “Master Indenture”) and a Seventh Supplemental Trust Indenture dated as of July 1, 2010 (the “Seventh Supplemental Indenture,” and, together with the Master Indenture, the “2010A Indenture”), both between the District and the Escrow Agent, as Trustee (in such capacity, the “Trustee”); and

WHEREAS, the District has previously issued its Special Assessment Revenue Bonds, Series 2011A (Belleisle Project) (the “2011A Bonds”) pursuant to the Master Indenture and a Ninth Supplemental Trust Indenture dated as of May 1, 2011 (the “Ninth Supplemental Indenture,” and, together with the Master Indenture, the “2011A Indenture”), both between the District and the Trustee; and

WHEREAS, Article XII of the Master Indenture provides that Bonds shall be deemed to have been paid within the meaning and with the effect expressed therein upon compliance by the District with the provisions thereof, which provisions the District hereby represents have not been amended or supplemented; and

WHEREAS, the District has determined to issue, pursuant to the Master Indenture, as supplemented by a Thirty-Third Supplemental Trust Indenture dated as of July 1, 2021, by and between the District and the Trustee, its Special Assessment Revenue Refunding Bond, Series 2021 (Belleisle/Central Park Projects) in the principal amount of $3,610,000 (the “2021 Bond”) for the primary purpose, together with moneys held on deposit under the 2010A Indenture and the 2011A Indenture, of refunding and defeasing as provided herein all of the Outstanding 2010A Bonds and 2011A Bonds (together, the “Refunded Bonds”); and

WHEREAS, a portion of the proceeds of the 2021 Bond, together with moneys held on deposit under the 2010A Indenture and the 2011A Indenture, will be deposited in the Escrow Fund created pursuant to Section 4 hereof in an amount sufficient, without reinvestment, to pay the Refunded Bonds as provided herein and to discharge and satisfy the covenants, agreements and other obligations of the District in regard to such Refunded Bonds; and

WHEREAS, the issuance of the 2021 Bond, the deposit of such cash into the Escrow Fund to be held by the Escrow Agent and the discharge and satisfaction of the covenants, agreements and other obligations of the District in regard to the Refunded Bonds shall occur as a simultaneous transaction; and

WHEREAS, this Agreement is intended to effectuate such simultaneous transaction;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

The recitals stated above are true and correct and incorporated herein.

Receipt of true and correct copies of the above-mentioned 2010A Indenture and 2011A Indenture is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Master Indenture, in particular Article XII thereof, are incorporated herein by reference.   The District also acknowledges receipt of the report of Causey Demgen & Moore P.C., dated July 12, 2021 (the “Verification Report”) indicating that sufficient cash has been deposited into the Escrow Fund to provide for all payments due on the Refunded Bonds as provided on Schedule “A” hereto.

In accordance with the Master Indenture, the District, by this Agreement, exercises the option to have the covenants, agreements and other obligations of the District to the holders of the Refunded Bonds discharged and satisfied, except for those arising hereunder or those that by their express terms survive payment or defeasance of the Refunded Bonds.

There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the “Lakewood Ranch Stewardship District Escrow Deposit Fund” (the “Escrow Fund”), which Escrow Fund is to be held in the custody of the Escrow Agent, separate and apart from other funds of the District and the Escrow Agent. The Escrow Agent hereby acknowledges the receipt of and deposit of the sum of $4,150,908.33 (comprised of $3,425,147.57 of proceeds of the 2021 Bond, $535,804.10 of funds held under the 2010A Indenture and $189,956.66 of funds held under the 2011A Indenture) to the Escrow Fund received by the District from the sale and delivery of the 2021 Bond and other moneys (collectively, the “Escrow Proceeds”). The District instructs the Escrow Agent to hold the Escrow Proceeds in the Escrow Fund uninvested in cash.

In reliance upon the Verification Report, the District represents and warrants that the deposit made pursuant to Section 4 is sufficient to pay the amounts of principal of and interest due on the Refunded Bonds as described in Schedule “A” attached hereto. If such deposit shall be insufficient to make such payments, the District shall timely deposit in the Escrow Fund, solely from legally available funds of the District, such additional amounts as may be required to pay the applicable Refunded Bonds as described in Schedule “A” hereto. Notice of any insufficiency shall be given by the Escrow Agent to the District as promptly as possible after the Escrow Agent knows of such insufficiency, but the Escrow Agent shall in no manner be responsible for the District’s failure to make such deposits.

The deposit in the Escrow Fund as described above shall constitute deposit of moneys held by the Escrow Agent solely for the payment of the principal and interest on the Refunded Bonds at such time and in such amount as set forth in Schedule “A” hereto, and such deposit shall be used solely for such purposes.

The District hereby directs, and the Escrow Agent hereby agrees, that it will undertake the timely transfer of money to the Paying Agent for the Refunded Bonds or any successors or assigns thereto (collectively, the “Refunded Bonds Paying Agent”) in accordance with Schedule “A” attached hereto, in order to effectuate this Agreement and to pay the Refunded Bonds in the amount and at the time provided in said Schedule “A” notwithstanding any failure by the District to pay when due any fees or expenses of the Escrow Agent or Refunded Bonds Paying Agent. The liability of the Escrow Agent to make such transfer for the payment of the principal of and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of amounts available for such purposes in the Escrow Fund.

The District hereby irrevocably instructs the Escrow Agent to deliver, (i) on the date hereof, to the holders of the Outstanding 2010A Bonds, the notice attached hereto as Schedule “B” and (ii) on the date hereof, to the holders of the Outstanding 2011A Bonds, the notice attached hereto as Schedule “C.”

Concurrently with the deposit set forth in Section 4 hereof, the Refunded Bonds are hereby deemed to have been paid within the meaning and with the effect expressed in the 2010A Indenture or 2011A Indenture, as applicable.

The Escrow Fund shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on all cash deposited in the Escrow Fund pursuant to the terms hereof until paid out, used and applied in accordance with this Agreement.   Neither the District nor the Escrow Agent shall cause nor will the District permit, any other lien or interest to be imposed upon the Escrow Fund.

This Agreement is made for the benefit of the District and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the District and the Escrow Agent may, without the consent of, or notice to, such holders enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes:

to cure any ambiguity or formal defect or omission in this Agreement;

to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and

to subject to this Agreement additional funds, securities or properties.

The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized bond counsel with respect to compliance with this Section 11, including the extent, if any, to which any change, modification or addition affects the rights of the holders

of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 11.

The District shall pay the Escrow Agent upon execution hereof a one-time fee of
$1,000 for performing the ordinary and customary services hereunder. The District also shall pay any fees and expenses associated with the performance by the Escrow Agent of any reasonable extraordinary services hereunder, which are payable by the District upon presentation of an invoice therefor from the Escrow Agent.   The Escrow Agent shall have no lien whatsoever upon any of the cash in said Escrow Fund for the payment of such proper fees and expenses.

The Escrow Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. The Escrow Agent shall not be liable for any loss resulting from any investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of the deposits to the Escrow Fund to pay the Refunded Bonds. So long as the Escrow Agent applies any moneys to pay the Refunded Bonds as provided herein, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Refunded Bonds caused by such calculations. Notwithstanding any provision herein to the contrary, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement and no implied warrants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may consult with counsel knowledgeable with respect to any matter relevant to this Agreement, who may or may not be counsel to the District, and be entitled to receive from the District reimbursement of the reasonable fees and expenses of such counsel, and in reliance upon the opinion of such counsel have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Escrow Agent shall notify the District of its intent to engage such counsel. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District and the Escrow Agent may in good faith conclusively rely upon such certificate.

The Escrow Agent may conclusively rely upon and shall be fully protected in acting and relying upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel), affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any payment obligation of the Escrow Agent hereunder shall be paid from, and is limited to funds available, established and maintained hereunder; the Escrow Agent shall not be required to expend its own funds for the performance of its duties hereunder. The

Escrow Agent may act through its agents and attorneys and shall not be responsible for any misconduct or negligence on the part of any such person so appointed with due care. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

The District further agrees to indemnify and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities, which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its negligence or willful misconduct. The provisions of Section 12 and this Section 13 shall survive the termination of this Agreement and/or the sooner resignation or removal of the Escrow Agent and shall inure to the benefit of the Escrow Agent’s successors and assigns.

The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than ten (10) days written notice to the District and mailing notice thereof, specifying the date when such resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the District as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent.

The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and to the District and signed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding.

In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the District shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent

so appointed by the District shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders.

In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the District pursuant to the foregoing provisions of this Section 14 within ten (10) days after written notice of resignation of the Escrow Agent has been given to the District, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent.

No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any state thereof, and shall have at the time of appointment capital and surplus of not less than $75,000,000.

Except as provided in the next succeeding paragraph, every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the District an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the District execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights and powers of such predecessor hereunder except for such predecessor’s rights under Sections 12 and 13 hereof; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the District be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the District.

Any corporation into which the Escrow Agent, or any successor to it in the escrow created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or transfers all or substantially all of its corporate trust business to, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be a party, if satisfactory to the District, shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In the event the Escrow Agent resigns or is removed pursuant to the provisions hereof, any fee paid to the Escrow Agent as provided in Section 12 hereof shall to the extent of the unearned portion of such fee be rebated and returned to the District.

This Agreement, except as otherwise provided herein, shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the District.

This Agreement shall be governed by the applicable laws of the State of Florida without regard to conflict of law principles.

If any one or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.

This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument.

The District will not accelerate the maturity of any Refunded Bonds or exercise any option to redeem any Refunded Bonds except as set forth in Section 8 hereof.

Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent by registered or certified mail addressed to:

Lakewood Ranch Stewardship District
c/o PFM Group Consulting LLC 12051 Corporate Boulevard
Orlando, Florida 32817	U.S. Bank National Association
Global Corporate Trust Services 500 W. Cypress Creek Road Suite 460
Fort Lauderdale, Florida 33309	

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and, in the case of the District, its seal to be hereunder affixed and attested as of the date first above written.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

[SEAL] ATTEST:
By:		 Secretary, Board of Supervisors

By:		 Chairman, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent

By:		 Vice President

SCHEDULE A REFUNDED BONDS
2010A Bonds

Payment Date	
Redeemed Principal	

Interest	

Total	
08/11/2021	$2,655,000.00	$54,575.00	$2,709,575.00	

2011A Bonds

Payment Date	
Redeemed Principal	

Interest	

Total	
08/11/2021	$1,410,000.00	$31,333.33	$1,441,333.33	

SCHEDULE B
FORM OF NOTICE OF DEFEASANCE AND OPTIONAL REDEMPTION LAKEWOOD RANCH STEWARDSHIP DISTRICT
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2010A
(CENTRAL PARK PROJECT)

Maturity	Interest Rate	CUSIP	
May 1, 2040	7.40%	51265KAE8	

NOTICE IS HEREBY GIVEN to the holders of the Outstanding principal amount of the above-captioned bonds (the "Refunded Bonds") issued by the Lakewood Ranch Stewardship District (the "District") that the District has caused the current refunding of the Refunded Bonds through the issuance by the District of its Special Assessment Revenue Refunding Bond, Series 2021 (Belleisle/Central Park Projects) (the "Bond"). The proceeds of the Bond, together with other legally available funds, have been deposited in irrevocable escrow in an escrow deposit fund (the "Escrow Account") established for the benefit of Refunded Bondholders with U.S. Bank National Association, Fort Lauderdale Florida (the "Escrow Holder"), pursuant to an Escrow Deposit Agreement dated July 12, 2021, by and between the District and the Escrow Holder (the "Escrow Deposit Agreement"). Moneys deposited in the Escrow Account will be held therein as uninvested cash. The Escrow Holder has been given irrevocable instruction to call the then Outstanding Refunded Bond for optional redemption on August 11, 2021 (the "Date of Redemption") at a price of 100% of the principal amount being redeemed, plus accrued interest (the "Redemption Price") to the Date of Redemption. The Refunded Bonds are deemed to have been paid in accordance with Article XII of the Master Trust Indenture dated as of September 1, 2005, as supplemented by the Seventh Supplemental Trust Indenture dated as of July 1, 2010 (together, the "Refunded Bonds Trust Indenture") each between U.S. Bank National Association and the District, and are no longer outstanding thereunder.

On the Date of Redemption, the Redemption Price upon the Refunded Bonds will become due and payable and interest on the Refunded Bonds shall cease to accrue from and after the Date of Redemption. Pursuant to the Refunded Bonds Trust Indenture, payment of the Redemption Price on the Refunded Bonds called for redemption will be paid upon presentation, if presentment is required, and surrender of the Refunded Bonds in the following manner:

If by, Hand or Overnight Mail:
U.S. Bank Global Corporate Trust Services 111 Fillmore Avenue E
St. Paul, MN 55107 1-800-934-6802
DATED this	day of July, 2021.
By:	U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent

SCHEDULE C
FORM OF NOTICE OF DEFEASANCE AND OPTIONAL REDEMPTION LAKEWOOD RANCH STEWARDSHIP DISTRICT
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2011A
(BELLEISLE PROJECT)

Maturity	Interest Rate	CUSIP	
May 1, 2040	8.00%	51265KAG3	

NOTICE IS HEREBY GIVEN to the holders of the Outstanding principal amount of the above-captioned bonds (the "Refunded Bonds") issued by the Lakewood Ranch Stewardship District (the "District") that the District has caused the current refunding of the Refunded Bonds through the issuance by the District of its Special Assessment Revenue Refunding Bond, Series 2021 (Belleisle/Central Park Projects) (the "Bond"). The proceeds of the Bond, together with other legally available funds, have been deposited in irrevocable escrow in an escrow deposit fund (the "Escrow Account") established for the benefit of Refunded Bondholders with U.S. Bank National Association, Fort Lauderdale Florida (the "Escrow Holder"), pursuant to an Escrow Deposit Agreement dated July 12, 2021, by and between the District and the Escrow Holder (the "Escrow Deposit Agreement"). Moneys deposited in the Escrow Account will be held therein as uninvested cash. The Escrow Holder has been given irrevocable instruction to call the then Outstanding Refunded Bond for optional redemption on August 11, 2021 (the "Date of Redemption") at a price of 100% of the principal amount being redeemed, plus accrued interest (the "Redemption Price") to the Date of Redemption. The Refunded Bonds are deemed to have been paid in accordance with Article XII of the Master Trust Indenture dated as of September 1, 2005, as supplemented by the Ninth Supplemental Trust Indenture dated as of May 1, 2011 (together, the "Refunded Bonds Trust Indenture") each between U.S. Bank National Association and the District, and are no longer outstanding thereunder.

On the Date of Redemption, the Redemption Price upon the Refunded Bonds will become due and payable and interest on the Refunded Bonds shall cease to accrue from and after the Date of Redemption. Pursuant to the Refunded Bonds Trust Indenture, payment of the Redemption Price on the Refunded Bonds called for redemption will be paid upon presentation, if presentment is required, and surrender of the Refunded Bonds in the following manner:

If by, Hand or Overnight Mail:
U.S. Bank Global Corporate Trust Services 111 Fillmore Avenue E
St. Paul, MN 55107 1-800-934-6802
DATED this	day of July, 2021.
By:	U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent

EXHIBIT C COMMITMENT LETTER

t  	

The Bank of Tampa
aANUNC.  IH"tlTMlNTl.  TalJIT

Jordan Young
SENIOR VICE PRESIDENT THE BANK OF TAMPA

601  BAYSHORE BOULEVARD
TAMPA, FLORIDA 33606
(813) 872-1292
jyoung@bankoftampa.com www.thebankoftampa.com

May 24, 2021

Ms. Sete Zare
MBS Capital Markets, LLC 152 Lincoln Avenue
Winter Park, Florida 32789

The Bank of Tampa ("Bank") is pleased to present the following loan commitment subject to the following terms and conditions. This commitment is based upon the accuracy of all facts, statements, financial and other information provided by Borrower to Bank as part of the request for the loan(s) described herein, and the Borrower represents the accuracy of all representations made and to be made in the future and all information that you furnish to Bank.

This commitment to lend is further conditioned upon the terms outlined below and is subject to execution and delivery of all loan documents required by Bank in connection with the loan described herein.

Credit Facility:

Borrower:	Lakewood Ranch Stewardship District ("the District")

Loan:		Up to $4,065,000.00 New Tax Exempt Direct Placement Bond ("the 2021 Bonds")

Financing Request:	Special Assessment Revenue Refunding Bonds, Series 2021

Tax Status:	The 2021 Bonds are not subject to Federal or State of Florida tax

Amount:	Up to $4,065,000.00

Type of Securities:	Bank tax-exempt direct purchase of the 2021 Bonds

Purpose:		Redeem via purchase tender the District's 2010 Central Park Series A Special Assessment Revenue Refunding Bonds and its 2011Belle Isle Series A Special Assessment Revenue Bonds ("the 2010 and 2011 Bonds").

Security for Bonds:   Revenues from Assessments levied on 319 residential assessable units in the District's Central Park Area, Phase 1, and 163 residential assessable units within the District's Belle Isle Area

Interest Rate:	The rate will be fixed at 2.78% through the 2021 Bonds' May 1, 2040 maturity date. This rate will be held for Borrower until July 31, 2021.

This fixed rate shall be stepped up to 3.50% if the 2021Bonds lose their tax exempt status at any time during the term of the loan.

Repayment Terms: Interest to be paid semiannually, commencing November 1, 2021 and principal to be paid annually, commencing May 1, 2022.

Maturity:	The loan will mature on May 1, 2040.

Collateral:	Tax assessments levied on 482 residential assessable units within the District

Loan Fee:	20 Basis Points on final loan amount.

Pre-Payment Fee:      There will be no prepayment fee on this loan. It may be repaid in part or in full at any time without penalty.

The 2021 Bonds may be optionally callable at any t ime .

Insurance:	Not applicable.

Applicable to all Facilities

Loan Documents: All documents pertaining to the closing will be prepared by Bank's legal counsel. Borrower agrees to pay all Bank's out of pocket costs related to this transaction, whether or not the loan documents are ever executed and whether or not any disbursements are made under the loan.

Fees and Expenses: Borrower agrees to pay all normal costs incurred in the closing of the proposed loans, including but not limited to documentary stamps, intangible tax, recording fees, documentation fees and any bank legal fees.

Additional
Requirements:	The 2021 Bonds must have co-equal lien status with the 2010 and 2011 Bonds.

Borrower will be required to secure prior written consent from Bank for any bonds for additional capital projects on the land subject to the assessments for the 2021bonds in excess of $5,000,000 with the exception of bonds required for health, safety, or welfare reasons or to repair damage resulting from natural disasters.

Financial
Reporting:	The Borrower shall provide CPA-prepared audited financial statements within six months of fiscal year end.

The Borrower shall provide the Bank with collection information on the Special Assessments for the 482 residential assessable units and information on the fiscal year end account balances for any accounts for its Belle Isle and Central Park Phase 1 Areas within 60 days of fiscal year end.

Financial Covenants: None

Representations
And Warranties: All information that has been furnished to the Bank in conjunction with the general terms and conditions under which The Bank of Tampa would pursue a formal approval of a Bank Qualified Tax Exempt Direct Placement Bond is true and accurate and the Borrower has not failed to disclose any information of a material nature regarding the business or financial condition.

If Borrower accepts the general terms and conditions, then all documents and instruments will be executed and delivered to the Bank and the funding thereof, shall be duly authorized, valid, and enforceable and binding on the parties thereto, and shall not conflict with or constitute a breach of any other agreements or corporate documents of the Borrowers.

There is no litigation or proceeding pending or threatened against the Borrower or any other person liable to the Bank for the repayment of this proposed loan which may, in any way, adversely affect the financial condition, operation, or prospects of the Borrower or such person.

The terms set forth above represent an understanding between the Borrower and the Bank with respect to the subject matter of the general

terms and conditions, and this proposal supersedes any prior and contemporaneous agreements, commitments, discussions and understanding, oral or written.

Termination:

Survival:

Indemnification:

The commitment may be terminated at Bank's option by written notice to the Borrower at address set forth above upon the occurrence of default as defined within the note or this commitment, including a change of ownership for any Borrower or Guarantor.

This commitment and all terms and provisions hereof shall survive the closing of the loan. If any conflict arises between the loan documents and the commitment, the terms and provisions of the loan documents shall control.

The description of the foregoing credit facility is subject to the execution and delivery by the Borrower of all promissory notes, agreements and other loan and security documentation containing such additional terms and conditions deemed advisable by Bank and/or legal counsel.

Borrower agrees to reimburse Bank for legal fees incurred in the preparation of the loan and security documentation.

Waiver of Jury Trial: Each party hereby irrevocably waives its rights to trial by jury in any Action or proceeding arising out of this agreement or the transactions relating to its subject matter.

Expiration:		Unless otherwise extended in writing by the Bank, this commitment must be accepted and executed on or before June 20, 2021. The Loan must close by July 31, 2021 or Bank will not be obligated to close loan.

The Bank of Tampa is pleased to have the opportunity to provide this Commitment to you and hopes that you will find it acceptable and favorable to you. We look forward to a long term banking relationship.

Should you have any questions regarding this commitment, please feel free to call me at 813- 872-1292 at your convenience.

Sincerely,

?!!::::::u1rr

THE BANK OF TAMPA

Senior Vice President

ACCEPTANCE OF COMMITMENT

The fWT)mitment from The Bank of Tampa dated May 24, 2021 is accepted this       "'

L	""	 	2021.

Borrower:

By :   -	-+-	-+-+.....-""'---	-	-	-

As Its:

Day of

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Supplemental Assessment Methodology

ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT,
BELLEISLE AND CENTRAL PARK SERIES 2021 REFUNDING BOND

July 2021

Prepared for:

Board of Supervisors,
Lakewood Ranch Stewardship District

Prepared on July 9, 2021

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 32817

ASSESSMENT METHODOLOGY REPORT
LAKEWOOD RANCH STEWARDSHIP DISTRICT, BELLEISLE AND CENTRAL PARK SERIES 2021 REFUNDING BOND

July 9, 2021

Belleisle Introduction

Purpose

This Assessment Methodology Report Lakewood Ranch Stewardship District, Belleisle and Central Park Series 2021 Refunding Bond (“Series 2021 Refunding Report”) provides a methodology for allocating the assessments securing the repayment of a portion of the planned Series 2021 Refunding Bond (“Bonds” or “Series 2021 Bond”) to be issued by the Lakewood Ranch Stewardship District (“District” or “LRSD”), specifically benefitting the lands constituting the Belleisle Community within Country Club East (“CCE”). With regards to the Belleisle community, this Series 2021 Refunding Report applies and operates pursuant to the methodology outlined in the Supplemental Assessment Methodology Lakewood Ranch Stewardship District “Country Club East” Report, dated May 2, 2011 (“Assessment Report”) and the Supplemental Assessment Methodology Lakewood Ranch Stewardship District “Belleisle” dated May 3, 2011 (“Belleisle Supplemental Report”). CCE issued its Special Assessment Revenue Bonds, Series 2011A (“Series 2011A Bonds”) to provide funding for certain infrastructure improvements (“2011A Project”) to Belleisle properties located within CCE.

The lands within Belleisle have undergone substantial development since the time of the issuance of the Series 2011A Bonds. All residential lots have been platted, developed and/or sold within Belleisle. Belleisle’s development, combined with other more general economic factors provide the District with the opportunity to refund its outstanding Series 2011A Bonds. This portion of the Series 2021 Refunding Report outlines the specific bond debt service assessments assigned to remaining assessable properties located within Belleisle, consistent with the assessment methodology outlined in the Belleisle Supplemental Report.

The methodology described herein allocates a portion of the cost of refinancing the 2011A Project to all specially benefitted remaining assessable properties within Belleisle based upon the benefits each property receives from those same improvements and which have been developed during Belleisle’s capital improvement program (“Belleisle CIP”).

This Series 2021 Refunding Report is designed to conform to the requirements of Chapter 170 of the Florida Statutes and Chapter 2005-338, Laws of Florida, as amended with respect to special assessments and is consistent with our understanding of the case law on this subject.

Background - Belleisle

LRSD is an independent special district established pursuant to Chapter 2005-338 Laws of Florida. The District is located in Manatee and Sarasota Counties comprising over 25,605 acres. Schroeder-Manatee Ranch, Inc. (“SMR”) is the owner of the majority of the land in the District. An affiliate of Neal Communities developed the 26.28 developable acres which comprises Belleisle.

This portion of the Series 2021 Refunding Report addresses the allocation of the costs refinanced with the Series 2021 Bond proceeds to the remaining assessable properties located within Belleisle. All such properties receive a special benefit from the District’s Belleisle CIP.

Belleisle - CCE Land Use Plan (2011A)

The Belleisle Supplemental Report allocated the Series 2011A Bonds and associated assessments to units on an acreage basis. A summary of the land plan as detailed in the Belleisle Supplemental Report is found in Table 1. The initial allocation of the Series 2011A Bonds per the Belleisle Supplemental Report is provided in Table 2, consistent with the Assessment Report.

Table 1. Land Plan for Belleisle (2011A)

Category	Volume
Single-Family 45'	88
Single-Family 52'	85
   TOTAL	173  
Source: Fishkind and Associates, Inc. (Assessment Methodology Lakewood Ranch Stewardship District “Belleisle Community”, dated May 3, 2011)

Table 2. Series 2011A Bonds Initial Total Cost Allocation to Benefitting Properties

Land Use	Units	Total Par	Par Per Unit	
Single-Family 45'	88	$878,214	$9,980	
Single-Family 52'	85	$886,786	$10,433	
	173	$1,765,000		
Source: Fishkind and Associates, Inc. (Assessment Methodology Lakewood Ranch Stewardship District “Belleisle Community”, dated May 3, 2011)

Requirements of a Valid Assessment Methodology

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

Special Benefits and General Benefits

The infrastructure improvements associated with the 2011A Project created both: (1) special benefits to assessable property within Belleisle and (2) general benefits to lands located outside Belleisle. However, as discussed below, these general benefits are incidental in nature and are readily distinguishable from the special benefits which accrue to the assessable property within Belleisle. The 2011A Project enabled Belleisle to be developed. Without the 2011A Project, there would be no infrastructure to support development within Belleisle.

The general public, and property owners outside CCE, benefited from the provision of the 2011A Project. However, these benefits were incidental to the 2011A Project. In the Lakewood Ranch Stewardship District Engineer’s Report for Belleisle at Lakewood Ranch (the “Engineer’s Report”), the engineering firm WilsonMiller Stantec. (the “District Engineer”) identified the Belleisle area that was developed and benefited from the Belleisle CIP.

Belleisle Assessment Methodology

Overview

The assessment methodology consists of five steps described below. First, the District Engineer estimated the costs for the District improvements needed for the buildout of Belleisle. Second, the District Engineer determined the acres that benefit from the 2011A Project. Third, the District’s bond underwriter and assessment consultant determined the total funding amount (including financing costs) needed to acquire, construct and/or refund the existing 2011A Project. Fourth, this amount was divided equally among the benefited properties in Belleisle on a net assessable acreage basis. Finally, as land was platted, the debt on each assessable acre in Belleisle was allocated to each residential unit. In this way, all of the debt is equitably allocated across all of the developable property in Belleisle. Each developable acre in Belleisle benefited equally from the provision of District infrastructure from its 2011A Project.

As described more fully below, the District is issuing $3,610,000 in the Series 2021 Bond to refund the outstanding Belleisle Series 2011A Bonds and Central Park Series 2010A Bonds (as described herein) and to fund costs associated with issuing the bond. It is the debt represented by the Series 2021 Bond that is allocated to assessable properties within Belleisle that benefit from the improvements refinanced by the District’s Series 2021 Bond and which have not prepaid the Series 2011A Assessments levied on their property.

Belleisle Capital Improvement Program

Table 1 outlines the land uses, number of planned units and type of residential development program for the land comprising Belleisle, and also delineates the acreage in Belleisle subject to District assessments for the Series 2011A Bonds. The Engineer’s Report contained estimates of the costs to provide infrastructure to support the development program for the land uses planned for Belleisle and outlined in Table 1. The District funded some of these costs, while other costs were borne by other entities, as outlined in Table 3 below. The District Engineer estimated that the cost of the 2011A Project was
$1,416,200. Of this amount, the District issued the Series 2011A Bonds in the original principal amount of $1,765,000 to finance the 2011A Project.

	Table 3. Belleisle Project Costs		
Infrastructure Cost Estimate		Cost	
Utilities		$625,057	
Drainage		$703,643	
Landscaping		$87,500	
TOTAL		$1,416,200	
Source: Fishkind and Associates, Inc. (Assessment Methodology Lakewood Ranch Stewardship District “Belleisle Community”, dated May 3, 2011)
Belleisle Remaining 2011A Bonds Allocation

The lands within Belleisle have undergone substantial development since the time of the issuance of the Series 2011A Bonds. All residential lots have been platted, developed and/or sold within Belleisle. As part of the process, ten (10) residential unit owners within Belleisle have prepaid their respective Series 2011A Bonds debt assessments (see Table 4).

Table 4. Summary of Belleisle Prepaid Lots/Units

Product Type	Initial Lots/Units	Prepaids	Current Lots/Units	
Single-Family 45'	66	5	61	
Single-Family 52'	107	5	102	
TOTAL	173	10	163	
Source: PFM Financial Advisors LLC

The Series 2021 Bond will be used to in part refund the outstanding Series 2011A Bonds. Table 5 summarizes the allocation of the bond debt and annual assessments associated with the remaining outstanding Series 2011A Bonds.

Table 5. Belleisle Remaining Series 2011A Bonds Principal and Annual Assessment Allocation

Product Type	

# Units	
Series 2011A
Debt Outstanding	
Series 2011A Par Amount
Per Unit	
Series 2011A
Total Net Revenue	Series 2011A
Net Assessment
Per Unit	
Series 2011A Total Gross Revenue	Series 2011A
Gross Assessment
Per Unit	
% of Total Annual Revenues	
Single-Family 45'	61	$513,095	$8,411	$54,076	$886.50	$58,147	$953.22	36.4%	
Single-Family 52'	102	$896,905	$8,793	$94,527	$926.74	$101,642	$996.49	63.6%	
Total	163	$1,410,000		$148,603		$159,789		100.0%	
Source: PFM Financial Advisors LLC
(1) Gross assessments include an allowance for the statutory early-payment discount (4.0%), an allowance for the fees charged by the county property appraiser and tax collector (3.0%), for a grand total gross-up of 7.0%.

Series 2021 Bond Sizing

As described previously in Section 2.1, the District’s Series 2021 Bond will have a total par value of
$3,610,000. Table 6 presents the details for the Series 2021 Bond.

Table 6. Details of the Series 2021 Bond

Sources:
Bond Proceeds

Series 2021 Bond
(Belleisle)

Seriesl 2021 Bond
(Central Park)	Total

Par Amount	$1,320,000.00	$2,290,000.00	$3,610,000.00

Other Sources of Funds:
Series 2011A Revenue Release	$71,187.25		$71,187.25	
Series 2011A Reserve Release	$129,433.84		$129,433.84	
Series 2011A Prepayment Release	$446.30		$446.30	
Series 2010A Revenue Release		$326,482.36	$326,482.36	
Series 2010A Reserve Release		$226,247.95	$226,247.95	
Series 2010A Prepayment Release		$2,349.23	$2,349.23	
Subtotal	$201,067.39	$555,079.54	$756,146.93	
Total	$1,521,067.39	$2,845,079.54	$4,366,146.93	
Uses:				
Refunding Escrow Deposits
Cash Deposit	
$1,441,333.33	
$2,709,575.00	
$4,150,908.33	

Other Fund Deposits

Capitalized Interest thru 11/1/2021

Delivery Date Expenses Cost of Issuance	$11,110.73

$68,623.33	$19,275.44

$116,229.10	$30,386.17

$184,852.43	
TOTAL	$1,521,067.39	$2,845,079.54	$4,366,146.93	

MADS Net	
$91,275	
$157,342	
$248,617	
MADS Gross	$98,145	$169,184	$267,330	
Avg. Coupon Rate	2.78%	2.78%	2.78%	
Source: MBS Capital Markets LLC

Belleisle Series 2021 Bond Assessment (Debt) Allocation

The assessment methodology allocates debt to specific properties in Belleisle based upon the benefit that each property received from the portion of the 2011A Project funded by proceeds of the Series 2021 Bond. The allocation is consistent with the allocation detailed in Table 5. Table 5 illustrates how the allocation methodology is designed to work. These illustrations calculate both the total debt allocated per lot type (shown in Table 5) as well as the assessment amounts allocated to each unit/lot (shown in Table 5).

The Series 2021 Bond assessment values shown in Table 7 represent the assessment levels to be assigned to each individual unit/lot within Belleisle. Appendix A contains a detailed assessment roll for Belleisle. At no point shall the Series 2021 Bond principal or annual assessments outlined below exceed the levels detailed in Table 5 (which is not in excess of the principal or annual assessments established by the assessment proceedings adopted in connection with the Series 2011A Bonds) without District Board of Supervisors’ approval (following the provision of notice to all affected property owners, the holding of a public hearing on the matter, and compliance with all other applicable Florida legal requirements related to increases in non-ad valorem special assessments).

As a result of the refunding of the Series 2011A Bonds with the Series 2021 Bond, gross annual assessments will be reduced by an estimated 38.6% for each unit/lot owner.

Table 7. Belleisle Series 2021 Bond Principal and Annual Assessment Allocation to Benefiting Properties

Product Type	

# Units	
Series 2021
Debt Outstanding	
Series 2021 Par Amount
Per Unit	
Series 2021
Total Net Revenue	Series 2021
Net Assessment
Per Unit	
Series 2021 Total Gross Revenue	Series 2021
Gross Assessment
Per Unit	

Savings	
Single-Family 45'	61	$480,344	$7,874	$33,215	$544.50	$35,715	$585.49	38.6%	
Single-Family 52'	102	$839,656	$8,232	$58,060	$569.22	$62,430	$612.06	38.6%	
Total	163	$1,320,000		$91,275		$98,145		38.6%	
Source: PFM Financial Advisors LLC
(1) Gross assessments include an allowance for the statutory early-payment discount (4.0%), an allowance for the fees charged by the county property appraiser and tax collector (3.0%), for a grand total gross-up of 7.0%.

Central Park Introduction

Purpose

This portion of the Series 2021 Refunding Report provides a methodology for allocating the assessments securing the repayment of a portion of the planned Series 2021 Bond to be issued by the District, specifically benefiting lands within Central Park. With regards to Central Park, this portion of the Series 2021 Refunding Report applies and operates pursuant to the methodology outlined in the Master Assessment Methodology Report for Central Park – Lakewood Ranch Stewardship District, dated May 5, 2010 (“Master Report”) and the Supplemental Assessment Methodology Report for Central Park - Lakewood Ranch Stewardship District ,dated June 15, 2010 (“ Central Park Supplemental Report”). Central Park issued its Special Assessment Revenue Bonds, Series 2010A (“Series 2010A Bonds”) to provide funding for certain infrastructure improvements (“2010A Project”) to certain properties located within Central Park.

The lands within Central Park have undergone substantial development since the time of the issuance of the Series 2010A Bonds. All residential lots have been platted, developed and/or sold within Central Park. Central Park’s development combined with other more general economic factors provide the District with the opportunity to refund its outstanding Series 2010A Bonds. This portion of the Series 2021 Refunding Report outlines the specific bond debt service assessments assigned to remaining assessable properties located within Central Park, consistent with the assessment methodology outlined in the Central Park Supplemental Report.

The methodology described herein allocates a portion of the cost of refinancing the 2010A Project to all specially benefitted remaining assessable properties within Central Park based upon the benefits each property receives from those same improvements and which have been developed during Central Park’s capital improvement program (“Central Park CIP”).

This Series 2021 Refunding Report is designed to conform to the requirements of Chapter 170 of the Florida Statutes and Chapter 2005-338, Laws of Florida, as amended with respect to special assessments and is consistent with our understanding of the case law on this subject.

Background – Central Park

LRSD is an independent special district established pursuant to Chapter 2005-338 Laws of Florida. The District is located in Manatee and Sarasota Counties comprising over 23,000 acres. Schroeder-Manatee Ranch, Inc. (“SMR”) is the owner of the majority of the land in the District. An affiliate of Neal Communities developed the 355.53 gross acres which comprises Central Park.

The Series 2021 Refunding Report addresses the allocation of the costs refinanced with the Series 2021 Bond proceeds to the remaining assessable properties located within Central Park. All such properties receive a special benefit from the District’s Central Park CIP.

Central Park - Land Use Plan (2010A)

The Central Park Supplemental Report allocated the Series 2010A Bonds and associated assessments to units on a front footage basis. A summary of the land plan as detailed in the Central Park Supplemental Report is found in Table 8. The initial allocation of the Series 2010A Bonds per the Central Park Supplemental Report is provided in Table 9, consistent with the Assessment Report.

	Table 8. Land Plan for Central Park (2010A)		
Category		Volume	
45'		75	
52' B-1a		40	
52' B-1b		55	
65' C-a		62	
72' D-1a		60	
76' E-1a		7	
57' G-1a		7	
57' G-1c		26	
TOTAL		332	
Source: Fishkind and Associates, Inc. (Assessment Methodology Lakewood Ranch Stewardship District “Central Park”, dated May 5, 2010)

Table 9. Series 2010A Bonds Initial Total Cost Allocation to Benefitting Properties

Land Use	Units	Total Par	Par Per Unit	
45'	75	$1,011,899	$13,492	
52' B-1a	40	$623,629	$15,591	
52' B-1b	55	$857,490	$15,591	
65' C-a	62	$1,208,282	$19,488	
72' D-1a	60	$1,295,230	$21,587	
76' E-1a	7	$159,505	$22,786	
57' G-1a	7	$119,629	$17,090	
57' G-1c	26	$444,336	$17,090	
	332	$5,720,000		
Source: Fishkind and Associates, Inc. (Assessment Methodology Lakewood Ranch Stewardship District “Central Park”, dated May 5, 2010)

Requirements of a Valid Assessment Methodology

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

Special Benefits and General Benefits

The infrastructure improvements associated with the 2010A Project created both: (1) special benefits to assessable property within Central Park and (2) general benefits to lands located outside Central Park. However, as discussed below, these general benefits are incidental in nature and are readily distinguishable from the special benefits which accrue to the assessable property within Central Park. The 2010A Project enabled Central Park to be developed. Without the 2010A Project, there would be no infrastructure to support development within Central Park.

The general public, and property owners outside Central Park, benefited from the provision of the 2010A Project. However, these benefits were incidental to the 2010A Project. In the Lakewood Ranch Stewardship District Engineer’s Report for Central Park at Lakewood Ranch (the “Engineer’s Report”), the engineering firm WilsonMiller, Inc. (the “District Engineer”) identified the Central Park area that was developed and benefited from the Central Park CIP.

Central Park Assessment Methodology

Overview

The assessment methodology consists of five steps described below. First, the District Engineer estimated the costs for the District improvements needed for the buildout of Central Park. Second, the District Engineer determined the acres that benefit from the 2010A Project. Third, the District’s bond underwriter and assessment consultant determined the total funding amount (including financing costs) needed to acquire, construct and/or refund the existing 2010A Project. Fourth, this amount was divided equally among the benefited properties in Central Park on a net assessable acreage basis. Finally, as

land was platted, the debt on each assessable acre in Central Park was allocated to each residential unit and the golf course. In this way, all of the debt is equitably allocated across all of the developable property in Central Park. Each developable acre in Central Park benefited equally from the provision of District infrastructure from its 2010A Project.

The District is issuing $3,610,000 in the Series 2021 Bond to refund the outstanding Belleisle Series 2011A Bonds (as previously described) and the Central Park Series 2010A Bonds and to fund costs associated with issuing the bond. It is the debt represented by the Series 2021 Bond that is allocated to assessable properties within Central Park that benefit from the improvements refinanced by the District’s Series 2021 Bond and which have not prepaid the Series 2010A Assessments levied on their property.

Central Park Capital Improvement Program

Table 8 outlines the land uses, number of planned units and type of residential development program for the land comprising Central Park, and also delineates the acreage in Central Park subject to District assessments for the Series 2010A Bonds. The Engineer’s Report contained estimates of the costs to provide infrastructure to support the development program for the land uses planned for Central Park and outlined in Table 8. The District funded some of these costs, while other costs were borne by other entities, as outlined in Table 10 below. The District Engineer estimated that the cost of the 2010A Project was $7,239,048. Of this amount, the District issued the Series 2010A Bonds in the original principal amount of $5,720,000 to finance the 2010A Project.

	Table 10. Central Park Project Costs		
Infrastructure Cost Estimate Master Infrastructure
Roads		Cost

$0	
Drainage		$1,254,590	
Utilities		$729,079	
Berm/Landscape		$1,641,358	
Contingency		$167,418	
Total		$3,792,445	
Local Infrastructure Roads		
$0	
Drainage		$657,285	
Utilities		$2,789,319	
Berm/Landscape		$0	
Total		$3,446,604	
TOTAL		$7,239,049	
Source: Fishkind and Associates, Inc. (Assessment Methodology Lakewood Ranch Stewardship District “Central Park”, dated May 5, 2010)

Central Park Remaining 2010A Bonds Allocation

The lands within Central Park have undergone substantial development since the time of the issuance of the Series 2010A Bonds. All residential lots have been platted, developed and/or sold within Central Park. Note that as part of the development process, the total number of lots increased to 357. Since platting, thirty-eight (38) residential unit owners within Central Park have prepaid their respective Series 2010A Bonds debt assessments (see Table 11).

Table 11. Summary of Central Park Prepaid Lots/Units

Product Type	Initial Lots/Units	Prepaids	Current Lots/Units	
Brickell Park - 52'	46	5	41	
Claremont Park - 57'	49	10	39	
Forest Park - 52'	83	11	72	
Gramercy Park - 65'	40	3	37	
Longview Lake Park - 72'	21	3	18	
Longview Lake Park - 76'	6	1	5	
Piedmont Park - 45'	112	5	107	
TOTAL	357	38	319	

The Series 2021 Bond will be used to in part refund the outstanding Series 2010A Bonds. Table 12 summarizes the allocation of the bond debt and annual assessments associated with the remaining outstanding Series 2010A Bonds.

Table 12. Central Park Remaining Series 2010A Bonds Principal and Annual Assessment Allocation

Product Type	

# Units	
Series 2010A
Debt Outstanding	
Series 2010A Par Amount
Per Unit	
Series 2010A
Total Net Revenue	Series 2010A
Net Assessment
Per Unit	
Series 2010A Total Gross Revenue	Series 2010A
Gross Assessment
Per Unit	
% of Total Annual Revenues	
Brickell Park - 52'	41	$333,066	$8,124	$35,753	$872.02	$38,444	937.66	12.5%	
Claremont Park - 57'	39	$347,282	$8,905	$37,279	$955.87	$40,085	1,027.82	13.1%	
Forest Park - 52'	72	$584,897	$8,124	$62,786	$872.02	$67,511	937.66	22.0%	
Gramercy Park - 65'	37	$375,715	$10,154	$40,331	$1,090.03	$43,367	1,172.07	14.2%	
Longview Lake Park - 72'	18	$202,464	$11,248	$21,734	$1,207.42	$23,369	1,298.30	7.6%	
Longview Lake Park - 76'	5	$59,365	$11,873	$6,372	$1,274.50	$6,852	1,370.43	2.2%	
Piedmont Park - 45'	107	$752,211	$7,030	$80,746	$754.64	$86,824	811.44	28.3%	
Total	319	$2,655,000		$285,001		$306,452		100.0%	
Source: PFM Financial Advisors LLC
(1) Gross assessments include an allowance for the statutory early-payment discount (4.0%), an allowance for the fees charged by the county property appraiser and tax collector (3.0%), for a grand total gross-up of 7.0%.

Series 2021 Bond Sizing

As described previously in Section 2.1, the District’s Series 2021 Bond will have a total par value of
$3,610,000. Table 13 presents the details for the Series 2021 Bond.

Table 13. Details of the Series 2021 Bond

Sources:
Bond Proceeds

Series 2021 Bond
(Belleisle)

Series 2021 Bond
(Central Park)	Total

Par Amount	$1,320,000.00	$2,290,000.00	$3,610,000.00

Other Sources of Funds:
Series 2011A Revenue Release	$71,187.25		$71,187.25	
Series 2011A Reserve Release	$129,433.84		$129,433.84	
Series 2011A Prepayment Release	$446.30		$446.30	
Series 2010A Revenue Release		$326,482.36	$326,482.36	
Series 2010A Reserve Release		$226,247.95	$226,247.95	
Series 2010A Prepayment Release		$2,349.23	$2,349.23	
Subtotal	$201,067.39	$555,079.54	$756,146.93	
Total	$1,521,067.39	$2,845,079.54	$4,366,146.93	
Uses:				
Refunding Escrow Deposits
Cash Deposit	
$1,441,333.33	
$2,709,575.00	
$4,150,908.33	

Other Fund Deposits

Capitalized Interest thru 11/1/2021

Delivery Date Expenses Cost of Issuance	$11,110.73

$68,623.33	$19,275.44

$116,229.10	$30,386.17

$184,852.43	
TOTAL	$1,521,067.39	$2,845,079.54	$4,366,146.93	

MADS Net	
$91,275	
$157,342	
$248,617	
MADS Gross	$98,145	$169,184	$267,330	
Avg. Coupon Rate	2.78%	2.78%	2.78%	
Source: MBS Capital Markets LLC				

Central Park Series 2021 Bond Assessment (Debt) Allocation

The assessment methodology allocates debt to specific properties in Central Park based upon the benefit that each property received from the portion of the 2010A Project funded by proceeds of the Series 2021 Bond. The allocation is consistent with the allocation detailed in Table 12. Table 12 illustrates how the allocation methodology is designed to work. These illustrations calculate both the total debt allocated per lot type (shown in Table 12) as well as the assessment amounts allocated to each unit/lot (shown in Table 12).

The Series 2021 Bond assessment values shown in Table 14 represent the assessment levels to be assigned to each individual unit/lot within Central Park. Appendix A contains a detailed assessment roll for Central Park. At no point shall the Series 2021 Bond principal or annual assessments outlined below exceed the levels detailed in Table 12 (which is not in excess of the principal or annual assessments established by the assessment proceedings adopted in connection with the Series 2010A Bonds) without District Board of Supervisors’ approval (following the provision of notice to all affected property owners, the holding of a public hearing on the matter, and compliance with all other applicable Florida legal requirements related to increases in non-ad valorem special assessments).

As a result of the refunding of the Series 2010A Bonds with the Series 2021 Bond, gross annual assessments will be reduced by an estimated 44.8% for each unit/lot owner.

Table 14. Central Park Series 2021 Bond Principal and Annual Assessment Allocation to Benefiting Properties

Product Type	

# Units	
Series 2021
Debt Outstanding	Series 2021Par
Amount Per
Unit	
Series 2021
Total Net Revenue	Series 2021
Net Assessment
Per Unit	
Series 2021 Total Gross Revenue	Series 2021
Gross Assessment
Per Unit	

Savings	
Brickell Park - 52'	41	$287,277	$7,007	$19,738	$481.42	$21,224	$517.66	44.8%	
Claremont Park - 57'	39	$299,539	$7,680	$20,581	$527.71	$22,130	$567.43	44.8%	
Forest Park - 52'	72	$504,487	$7,007	$34,662	$481.42	$37,271	$517.66	44.8%	
Gramercy Park - 65'	37	$324,063	$8,758	$22,266	$601.78	$23,942	$647.07	44.8%	
Longview Lake Park - 72'	18	$174,630	$9,702	$11,999	$666.58	$12,902	$716.76	44.8%	
Longview Lake Park - 76'	5	$51,203	$10,241	$3,518	$703.62	$3,783	$756.58	44.8%	
Piedmont Park - 45'	107	$648,800	$6,064	$44,578	$416.61	$47,933	$447.97	44.8%	
Total	319	$2,290,000		$157,342		$169,184		44.8%	
Source: PFM Financial Advisors LLC
Gross assessments include an allowance for the statutory early-payment discount (4.0%), an allowance for the fees charged by the county property appraiser and tax collector (3.0%), for a grand total gross-up of 7.0%.

Appendix A - Belleisle Detailed Assessment Roll

Lot #	

Folio	

Type	
Series 2011 Net Annual Assessment Per Unit	
Series 2011 Current Principal Per Unit	

Series 2021 Par Amount Per Unit	
Series 2021 Net Annual Assessment Per Unit	
Series 2021 Gross Annual Assessment Per Unit	
Lot 4 Country Club East Subphase QQ Unit 1 Phase 1	586541209	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 24 Country Club East Subphase QQ Unit 1 Phase 1	586542209	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 51 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542359	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 52 Country Club East Subphase QQ Unit 1 Phase 1	586542409	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 55 Country Club East Subphase QQ Unit 1 Phase 1	586542559	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 57 Country Club East Subphase QQ Unit 1 Phase 2b	586542659	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 58 Country Club East Subphase QQ Unit 1 Phase 2b	586542709	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 59, BLK A, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547059	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 60, BLK A, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547109	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 61, BLK A, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547159	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 62, BLK A, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547209	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 63 Country Club East Subphase QQ Unit 1 Phase 2b	586547259	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 64 Country Club East Subphase QQ Unit 1 Phase 2b	586547309	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 65, BLK A, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547359	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 66 Country Club East Subphase QQ Unit 1 Phase 2b	586547409	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 67 Country Club East Subphase QQ Unit 1 Phase 2b	586547459	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 68 Country Club East Subphase QQ Unit 1 Phase 2b	586547509	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 70 Country Club East Subphase QQ Unit 1 Phase 2b	586547609	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 71 Country Club East Subphase QQ Unit 1 Phase 2b	586547659	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 72 Country Club East Subphase QQ Unit 1 Phase 2b	586547709	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 73, BLK B, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547759	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 74, BLK B, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547809	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 75, BLK B, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547859	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 76 Country Club East Subphase QQ Unit 1 Phase 2b	586547909	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 77, BLK B, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586547959	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 78, BLK B, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586548009	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 79, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555059	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 80, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555109	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 81, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555159	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 82, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555209	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 83, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555259	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 84, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555309	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 85, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555359	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 86, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555409	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 97, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556209	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 98, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556259	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 99, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556309	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 100, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556359	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 101, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556409	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 102, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556459	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 103, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556509	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 104, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556559	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	

Lot #	

Folio	

Type	
Series 2011 Net Annual Assessment Per Unit	
Series 2011 Current Principal Per Unit	

Series 2021 Par Amount Per Unit	
Series 2021 Net Annual Assessment Per Unit	
Series 2021 Gross Annual Assessment Per Unit	
Lot 105, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556609	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 106, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586556659	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 107 Country Club East Subphase QQ Unit 1 Phase 1	586542759	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 108 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542809	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 109 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542859	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 110 Country Club East Subphase QQ Unit 1 Phase 1	586542909	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 111 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542959	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 112 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586543009	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 113 Country Club East Subphase QQ Unit 1 Phase 1	586543059	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 114 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586543109	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 115 Country Club East Subphase QQ Unit 1 Phase 1	586543159	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 116 Country Club East Subphase QQ Unit 1 Phase 1	586543209	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 117 Country Club East Subphase QQ Unit 1 Phase 1	586543259	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 118 Country Club East Subphase QQ Unit 1 Phase 1	586543309	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 119 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586543359	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 120 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586543409	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 122 Country Club East Subphase QQ Unit 1 Phase 1	586543509	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 123 Country Club East Subphase QQ Unit 1 Phase 1	586543559	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 124 Country Club East Subphase QQ Unit 1 Phase 1	586543609	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 125 Country Club East Subphase QQ Unit 1 Phase 1	586543659	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 126 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586543709	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 127 Country Club East Subphase QQ Unit 1 Phase 1	586543759	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 128 Country Club East Subphase QQ Unit 1 Phase 1	586543809	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 129 Country Club East Subphase QQ Unit 1 Phase 1	586543859	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 130 Country Club East Subphase QQ Unit 1 Phase 1	586543909	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 131 Country Club East Subphase QQ Unit 1 Phase 1	586543959	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 133 Country Club East Subphase QQ Unit 1 Phase 1	586544059	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 134 Country Club East Subphase QQ Unit 1 Phase 1	586544109	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 135 Country Club East Subphase QQ Unit 1 Phase 1	586544159	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 136 Country Club East Subphase QQ Unit 1 Phase 1	586544209	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 139 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544359	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 140 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544409	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 148 Country Club East Subphase QQ Unit 1 Phase 1	586544809	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 149 Country Club East Subphase QQ Unit 1 Phase 1	586544859	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 150 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544909	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 151 Country Club East Subphase QQ Unit 1 Phase 1	586544959	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 152 Country Club East Subphase QQ Unit 1 Phase 1	586545009	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 154, BLK C, COUNTRY CLUB EAST AT LAKEWOOD RANCH SP QQ,	586548059	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 155 Country Club East Subphase QQ Unit 1 Phase 2B	586548109	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 156 Country Club East Subphase QQ Unit 1 Phase 2B	586548159	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 157 Country Club East Subphase QQ Unit 1 Phase 2B	586548209	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 158 Country Club East Subphase QQ Unit 1 Phase 2B	586548259	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	

Lot #	

Folio	

Type	
Series 2011 Net Annual Assessment Per Unit	
Series 2011 Current Principal Per Unit	

Series 2021 Par Amount Per Unit	
Series 2021 Net Annual Assessment Per Unit	
Series 2021 Gross Annual Assessment Per Unit	
Lot 159 Country Club East Subphase QQ Unit 1 Phase 2B	586548309	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 161 Country Club East Subphase QQ Unit 1 Phase 2B	586548409	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 162 Country Club East Subphase QQ Unit 1 Phase 2B	586548459	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 163 Country Club East Subphase QQ Unit 1 Phase 2B	586548509	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 164 Country Club East Subphase QQ Unit 1 Phase 2B	586548559	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 165 Country Club East Subphase QQ Unit 1 Phase 2B	586548609	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
LOT 173 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586545359	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 174, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555459	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 175, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555509	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 176, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555559	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 177, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555609	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 178, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555659	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 179, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555709	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 180, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555759	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 181, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555809	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 182, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555859	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 183, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555909	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 184, Country Club East At Lakewood Ranch SP QQ, Unit 1, Phase 2C	586555959	57'	$926.74	$8,793.19	$8,231.92	$569.22	$612.06	
Lot 1 Country Club East Subphase QQ Unit 1 Phase 1	586541059	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 2 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586541109	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 3 Country Club East Subphase QQ Unit 1 Phase 1	586541159	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 8 Country Club East Subphase QQ Unit 1 Phase 1	586541409	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 10 Country Club East Subphase QQ Unit 1 Phase 1	586541509	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 11 Country Club East Subphase QQ Unit 1 Phase 1	586541559	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 12 Country Club East Subphase QQ Unit 1 Phase 1	586541609	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 13 Country Club East Subphase QQ Unit 1 Phase 1	586541659	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 14 Country Club East Subphase QQ Unit 1 Phase 1	586541709	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 15 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586541759	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 16 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586541809	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 17 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586541859	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 18 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586541909	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 19 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586541959	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 20 Country Club East Subphase QQ Unit 1 Phase 1	586542009	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 21 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542059	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 22 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542109	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 23 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542159	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 25 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542259	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 26 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542309	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 27	586560059	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 28	586560109	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 29	586560159	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 30	586560209	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	

Lot #	

Folio	

Type	
Series 2011 Net Annual Assessment Per Unit	
Series 2011 Current Principal Per Unit	

Series 2021 Par Amount Per Unit	
Series 2021 Net Annual Assessment Per Unit	
Series 2021 Gross Annual Assessment Per Unit	
Lot 31	586560259	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 32	586560309	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 33	586560359	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 34	586560409	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 35	586560459	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 36	586560509	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 37	586560559	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 38	586560609	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 39	586560659	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 40	586560709	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 41	586560759	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 42	586560809	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 43	586560859	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 44	586560909	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 45	586560959	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 46	586561009	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 47	586561059	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 48	586561109	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 49	586561159	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 50	586561209	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 53 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542459	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 54 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542509	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 56 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586542609	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 121 Country Club East Subphase QQ Unit 1 Phase 1	586543459	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 132 Country Club East Subphase QQ Unit 1 Phase 1	586544009	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 138 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544309	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 141 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544459	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 142 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544509	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 143 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544559	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 144 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544609	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
LOT 145 COUNTRY CLUB EAST AT LAKEWOOD RANCH SUB QQ UNIT 1	586544659	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 146 Country Club East Subphase QQ Unit 1 Phase 1	586544709	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 147 Country Club East Subphase QQ Unit 1 Phase 1	586544759	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 166 Country Club East Subphase QQ Unit 1 Phase 2B	586548659	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 168 Country Club East Subphase QQ Unit 1 Phase 1	586545109	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 170 Country Club East Subphase QQ Unit 1 Phase 1	586545209	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
Lot 172 Country Club East Subphase QQ Unit 1 Phase 1	586545309	45'	$886.50	$8,411.39	$7,874.49	$544.50	$585.49	
TOTAL			$148,603	$1,410,000	$1,320,000	$91,275	$98,145	

Appendix B – Central Park Detailed Assessment Roll

17

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
85	579630159	Longview Lake Park - 76'	$1,274.50	$1,370.43	$11,872.90	$10,240.66	$703.62	$756.58	
87	579630259	Longview Lake Park - 76'	$1,274.50	$1,370.43	$11,872.90	$10,240.66	$703.62	$756.58	
90	579630409	Longview Lake Park - 76'	$1,274.50	$1,370.43	$11,872.90	$10,240.66	$703.62	$756.58	
95	579630659	Longview Lake Park - 76'	$1,274.50	$1,370.43	$11,872.90	$10,240.66	$703.62	$756.58	
101	579630959	Longview Lake Park - 76'	$1,274.50	$1,370.43	$11,872.90	$10,240.66	$703.62	$756.58	
47	579617159	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
48	579617209	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
50	579617309	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
51	579617359	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
53	579617459	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
55	579617559	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
59	579617759	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
60	579617809	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
67	579618159	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
68	579618209	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
70	579618309	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
71	579618359	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
72	579618409	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
73	579618459	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
75	579618559	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
77	579618659	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
121	579618709	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
128	579619059	Longview Lake Park - 72'	$1,207.42	$1,298.30	$11,248.01	$9,701.68	$666.58	$716.76	
7	579615359	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
8	579615409	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
9	579615459	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
10	579615509	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
11	579615559	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
12	579615609	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
13	579615659	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
14	579615709	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
51	579628059	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
52	579628109	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
54	579628209	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
55	579628259	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
56	579628309	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
57	579628359	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
58	579628409	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
60	579628509	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
61	579628559	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
63	579628679	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
64	579628729	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
65	579628759	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
66	579628809	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
67	579628859	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
69	579628959	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
71	579629059	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
79	579629209	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
82	579629359	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
83	579629409	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
84	579629459	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
85	579615759	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
88	579615909	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
89	579615959	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
90	579616009	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
91	579616059	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
92	579616109	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
94	579616209	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
95	579616259	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
96	579616309	Gramercy Park - 65'	$1,090.03	$1,172.07	$10,154.46	$8,758.46	$601.78	$647.07	
1	579626059	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
6	579626309	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
7	579626359	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
8	579626409	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
9	579626459	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
10	579626509	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
12	579626609	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
13	579626659	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
22	579627109	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
24	579612059	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
25	579612109	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
26	579612159	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
27	579612209	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
28	579612259	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
32	579612309	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
33	579612359	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
34	579612409	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
35	579612459	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
36	579612519	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
37	579612569	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
39	579612659	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
40	579612709	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
41	579612759	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
44	579612909	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
45	579612959	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
46	579613009	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
47	579613059	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
48	579613109	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
49	579613159	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
50	579613209	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
709	579638459	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
710	579638509	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
715	579638759	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
730	579639509	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
731	579639559	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
733	579639659	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
739	579639959	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
741	579640059	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
744	579640209	Claremont Park - 57'	$955.87	$1,027.82	$8,904.68	$7,680.49	$527.71	$567.43	
157	579606459	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
158	579606509	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
163	579606759	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
165	579606859	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
166	579606909	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
167	579606959	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
169	579607059	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
170	579607109	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
171	579607159	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
173	579607259	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
175	579607359	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
176	579607409	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
177	579607459	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
178	579607509	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
179	579607559	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
181	579607659	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
182	579607709	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
183	579607759	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
184	579607809	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
185	579607859	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
186	579607909	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
187	579607959	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
188	579608009	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
189	579608059	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
190	579608109	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
191	579608159	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
193	579608259	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
194	579608309	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
195	579608359	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
196	579608409	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
197	579608459	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
199	579608559	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
200	579608609	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
201	579608659	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
202	579608709	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
203	579608759	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
207	579608959	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
208	579609009	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
209	579609059	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
213	579609259	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
214	579609309	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
215	579609359	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
216	579609409	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
217	579609459	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
219	579609559	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
220	579609609	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
222	579609709	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
223	579609759	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
224	579609809	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
225	579609859	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
226	579609909	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
227	579609959	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
228	579610009	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
229	579610059	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
230	579610109	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
231	579610159	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
232	579610209	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
234	579610309	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
235	579610359	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
236	579610409	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
237	579610459	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
239	579622109	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
240	579622159	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
241	579622209	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
242	579622259	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
243	579622309	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
244	579622359	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
247	579622509	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
248	579622559	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
249	579622609	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
250	579622659	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
251	579622709	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
253	579622809	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
254	579622859	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
255	579622909	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
257	579623009	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
258	579623059	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
259	579623109	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
260	579623159	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
261	579623209	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
263	579623309	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
264	579623359	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
265	579623409	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
266	579623459	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
267	579623509	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
268	579623559	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
270	579623659	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
271	579623709	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
272	579623759	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
273	579623809	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
274	579623859	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
322	579624109	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
323	579624159	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
326	579624309	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
327	579610509	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
328	579610559	Brickell Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
329	579610609	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
330	579610659	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
331	579610709	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
332	579610759	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
347	579624409	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
348	579624459	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
349	579624509	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
350	579624559	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
351	579624609	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
353	579624709	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
354	579624759	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
355	579624809	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
356	579624859	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
357	579624909	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
358	579624959	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
377	579625159	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
378	579625209	Forest Park - 52'	$872.02	$937.66	$8,123.57	$7,006.77	$481.42	$517.66	
1	579601059	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
2	579601109	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
3	579601159	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
4	579601209	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
5	579601259	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
6	579601309	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
7	579601359	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
8	579601409	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
9	579601459	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
10	579601509	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
11	579601559	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
12	579632059	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
13	579632109	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
14	579632159	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
29	579632909	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
30	579632959	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
31	579633009	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
32	579633059	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
41	579633509	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
43	579633609	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
49	579601609	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
50	579601659	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
51	579601709	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
52	579601759	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
53	579601809	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
54	579601859	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
56	579601959	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
57	579602009	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
58	579602059	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
59	579602109	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
60	579602159	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
61	579602209	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
62	579620059	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
63	579620109	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
64	579620159	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
65	579620209	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
66	579620259	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
67	579620309	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
68	579620359	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
70	579620459	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
71	579620509	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
72	579620559	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
73	579620609	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
74	579620659	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
75	579620709	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
76	579620759	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
77	579620809	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
78	579620859	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
79	579620909	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
80	579620959	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
81	579621009	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
82	579621059	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
83	579621109	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
84	579621159	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
85	579621209	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
86	579621259	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
87	579621309	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
88	579621359	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
89	579621409	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
90	579621459	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
91	579621509	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
93	579621609	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
94	579621659	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
96	579621759	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
97	579621809	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
98	579602259	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
99	579602309	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
101	579602409	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
102	579602459	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
103	579602509	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
104	579602559	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
105	579602609	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
106	579602659	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
107	579602709	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
108	579602759	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
109	579602809	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	

Lot Number	

Folio	

Lot Type	2010A Net Annual Assessment Per Unit	
2010A Gross Annual	
Series 2010A Outstanding Par	
Series 2021 Par Amount Per Unit	Series 2021 Net Annual Assessment Per Unit	Series 2021 Gross Annual Assessment Per Unit	
				Assessment Per Unit					
111	579602909	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
127	579603709	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
128	579603759	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
129	579603809	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
130	579603859	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
131	579603909	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
132	579603959	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
133	579604009	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
134	579604059	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
135	579604109	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
136	579604159	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
137	579604209	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
138	579604259	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
139	579604309	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
140	579604359	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
141	579604409	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
142	579604459	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
143	579604509	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
144	579604559	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
145	579604609	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
146	579604659	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
147	579604709	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
148	579604759	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
703	579635159	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
704	579635209	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
705	579635259	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
706	579635309	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
707	579635359	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
708	579635409	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
709	579635459	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
713	579635659	Piedmont Park - 45'	$754.64	$811.44	$7,030.01	$6,063.55	$416.61	$447.97	
	TOTAL		$	285,000.77	$	306,452.44	$2,655,000	$2,290,000	$157,342	$169,184	

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-26

RESOLUTION 2021-26

A RESOLUTION SETTING FORTH THE SPECIFIC TERMS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT’S SPECIAL ASSESSMENT REVENUE REFUNDING BONDS, SERIES 2021 (BELLEISLE/CENTRAL PARK PROJECTS); CONFIRMING AND ADOPTING	SUPPLEMENTAL	SPECIAL	ASSESSMENT METHODOLOGY REPORT; CONFIRMING, ALLOCATING AND AUTHORIZING THE COLLECTION OF SPECIAL ASSESSMENTS SECURING SERIES 2021 REFUNDING BONDS; PROVIDING FOR THE SUPPLEMENT TO THE IMPROVEMENT LIEN BOOK; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.

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

WHEREAS, the District, in accordance with Chapters 170 and 197, Florida Statutes, and Chapter 2007-338, Laws of Florida, without limitation, previously adopted Resolutions 2010-02, 2010-03, 2010-05 and 2010-10 imposing a master assessment lien on benefitted property within the District’s “Central Park” project (collectively, the “Central Park Assessment Resolutions”) and Resolutions 2006-20, 2006-21, 2006-26 and 2011-14 imposing a master assessment lien on benefitted property within the District’s “Belleisle” project (collectively, the “Belleisle Assessment Resolutions,” and together with the Central Park Assessment Resolution, the “Assessment Resolutions); and

WHEREAS, the District issued its Series 2010A Special Assessment Revenue Bonds (Central Park Project) in the par amount of $5,720,000 (the “Series 2010A Bonds”) and levied special assessments to the secure the 2010A Bonds (the “Series 2010A Assessments”); and

WHEREAS, the District issued its Series 2011A Special Assessment Revenue Bonds (Belleisle Project) in the par amount of $1,765,000 (the “Series 2011A Bonds”) and levied special assessments to the secure the 2011A Bonds (the “Series 2011A Assessments”); and

WHEREAS, as of July 9, 2021, there is presently $2,290,000 principal amount of the Series 2010A Bonds outstanding, which bonds are secured by certain of the benefited lands within the Central Park project within the District, with the exception of any residential units that have prepaid the Series 2010A Assessments levied on such unit in full; and

WHEREAS, as of July 9, 2021, there is presently $1,410,000 principal amount of the Series 2011A Bonds outstanding, which bonds are secured by certain of the benefited lands within the Belleisle project within the District, with the exception of any residential units that have prepaid the Series 2011A Assessments levied on such unit in full; and

WHEREAS, in order to achieve both aggregate and annual debt service savings, the District has determined it is in the best interest of the District, its residents and landowners, to refinance the outstanding Series 2010A Bonds and Series 2011A Bonds via the issuance of refunding bonds; and

WHEREAS, on July, 9, 2021, the District’s Board of Supervisors (the “Board”) adopted Resolution 2021-25 authorizing the issuance of the District’s $3,610,000 Lakewood Ranch Stewardship District Special Assessment Revenue Refunding Bonds, Series 2021 (Belleisle/Central Park Projects) (the "Series 2021 Refunding Bonds") for the purpose of refunding the District’s outstanding Series 2010A Bonds and Series 2011A Bonds; and

WHEREAS, pursuant to and consistent with the Assessment Resolution, this Resolution shall set forth the terms of Series 2021 Refunding Bonds actually issued by the District and confirm the lien of the levy of special assessments securing the Series 2021 Refunding Bonds.

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

SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Florida law, including without limitation Chapters 170 and 197 Florida Statutes, and the Assessment Resolution.

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

The District, after due notice and public hearing, previously adopted the Assessment Resolutions, which, among other things, equalized, approved, confirmed and levied special assessments on property benefitting from the infrastructure improvements authorized by the District. This Resolution shall supplement the Assessment Resolutions for the purpose of setting forth the specific terms of the Series 2021 Refunding Bonds and certifying the amount of the lien of the special assessments securing any portion of the Series 2021 Refunding Bonds, including interest, costs of issuance, and the number of payments due.

The Assessment Methodology Report Lakewood Ranch Stewardship District, Belleisle and Central Park Series 2021 Refunding Bond, dated July, 2021, attached to this Resolution as Exhibit A (the “Supplemental Assessment Report”), applies the Master Assessment Methodology Report for Central Park – Lakewood Ranch Stewardship District, dated May 5, 2010, the Supplemental Assessment Methodology Report for Central Park – Lakewood Ranch Stewardship District dated June 15, 2020, the Supplemental Assessment Methodology Lakewood Ranch Stewardship District “Country Club East” Report dated May 2, 2011, and the Supplemental Assessment Methodology Lakewood Ranch Stewardship District “Belleisle” dated May 3, 2011, as may be amended from time to time (collectively the “Master Assessment Report” and together with the Supplemental Assessment Report, the “Assessment Methodology”), to the Series 2021 Refunding Bonds. The Supplemental Assessment Report is

hereby approved, adopted and confirmed. The District ratifies its use in connection with the sale of the Series 2021 Refunding Bonds.

The District’s Project, as described in the Engineer’s Report for Central Park dated May 2010 and the Engineer’s Report for Country Club East at Lakewood Ranch Belleisle Bond Issue dated May 2011, as may be amended from time to time, and constructed in connection with the Series 2010A Bonds and Series 2011A Bonds, respectively, continues to specially benefit all of the properties identified in the Supplemental Assessment Report. The benefits of the District’s Project continue to exceed the assessments allocated as provided in the Supplemental Assessment Report.

SECTION 3.   CONFIRMATION OF MAXIMUM ASSESSMENT LIEN FOR
SERIES 2021 REFUNDING BONDS. This Resolution is intended to set forth the terms of the Series 2021 Refunding Bonds and the final amount of the lien of the special assessments securing those bonds. The Series 2021 Refunding Bonds shall bear such rates of interest and maturity as shown on Exhibit B attached hereto. The sources and uses of funds of the Series 2021 Refunding Bonds shall be as set forth in Exhibit C. The debt service due on the Series 2021 Refunding Bonds is set forth on Exhibit D attached hereto. The lien of the special assessments securing the Series 2021 Refunding Bonds on certain developable land within the District, as such land is described in Exhibit A, shall be the principal amount due on the Series 2021 Refunding Bonds, together with accrued but unpaid interest thereon, and together with the amount by which the annual assessments shall be grossed up to include early payment discounts required by law and costs of collection.

SECTION 4.	ALLOCATION OF ASSESSMENTS SECURING SERIES 2021 REFUNDING BONDS.

The special assessments for the Series 2021 Refunding Bonds shall be allocated in accordance with Exhibit A. The Supplemental Assessment Report is consistent with the District’s Master Assessment Report. The Supplemental Assessment Report, considered herein, reflects the actual terms of the issuance of the District’s Series 2021 Refunding Bonds. The estimated costs of collection of the special assessments for the Series 2021 Refunding Bonds are as set forth in the Supplemental Assessment Report.

The lien of the special assessments securing the Series 2021 Refunding Bonds includes that certain land within the District (as those district boundaries may be adjusted pursuant to law) that originally secured the Series 2010A Bonds and Series 2011A Bonds, as set forth in more detail in the Assessment Methodology, with the exception of those residential units which have prepaid in full the debt service assessments securing the Series 2010A Bonds and Series 2011A Bonds. To the extent land is added to the District, the District may, by supplemental resolution at a regularly noticed meeting and without the need for a public hearing, determine such land to be benefitted and reallocate the special assessments securing the Series 2021 Refunding Bonds and impose special assessments on the newly added and benefitted property.

Taking into account capitalized interest and earnings on certain funds and accounts as set forth in the Master Trust Indenture and Thirty Third Supplemental Trust Indenture, the District shall begin annual collection of special assessments for the Series 2021 Refunding Bonds debt service payments using the methods available to it by law. Debt service payments and semi-annual installments of interest are reflected on Exhibit D.

The District hereby certifies the special assessments for collection and directs staff to take all actions necessary to meet the time and other deadlines imposed for collection by Manatee County and other Florida law. The District intends, unless inapplicable or unavailable, to collect the special assessments securing the Series 2021 Refunding Bonds using the Uniform Method in Chapter 197, Florida Statutes. The District Manager shall prepare or cause to be prepared each year a tax roll for purposes of effecting the collection of the special assessments and present the same to the District Board as required by law. The District Manager is further directed and authorized to take all actions necessary to collect any prepayments of debt as and when due and to collect special assessments on unplatted property using methods available to the District authorized by Florida law.

SECTION 5. IMPROVEMENT LIEN BOOK.   Immediately following the adoption of this Resolution these special assessments as reflected herein shall be recorded by the Secretary of the Board of the District in the District’s Improvement Lien Book. The special assessment or assessments against each respective parcel shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.
SECTION 6. CONFLICTS; OTHER PROVISIONS REMAIN IN EFFECT. This
Resolution is intended to supplement the Assessment Resolution, which remains in full force and effect.   This Resolution and the Assessment Resolution shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution. Notwithstanding the foregoing, upon the issuance of the Series 2021 Refunding Bonds and the complete redemption of the Series 2010A Bonds and Series 2011A Bonds, the lien of the Series 2010A Assessments and 2011A Assessments shall cease to secure the Series 2010A Bonds and Series 2011A Assessments, respectively, and shall instead be pledged to secure the Series 2021 Refunding Bonds; provided, however, that 1) the lien of the Series 2010A Assessments relative to the Series 2010A Bonds shall remain in effect for a particular parcel until such time as such parcel has paid all annual installments of the Series 2010A Assessments relative to the Series 2010A Bonds certified for collection as of the date of this Resolution, and 2) the lien of the Series 2011A Assessments relative to the Series 2011A Bonds shall remain in effect for a particular parcel until such time as such parcel has paid all annual installments of the Series 2011A Assessments relative to the Series 2011A Bonds certified for collection as of the date of this Resolution.

SECTION 7. ASSESSMENT NOTICE. The District’s Secretary is hereby directed to record a Notice of Series 2021 Refunding Bonds (Belleisle and Central Park Projects) secured by the Series 2010A Assessments and Series 2011A Assessments in the Official Records of Manatee County, Florida, or such other instrument evidencing the actions taken by the District.

SECTION 8. SEVERABILITY. If any section or part of a section of this resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

SECTION 9. EFFECTIVE DATE. This Resolution shall become effective upon its adoption.

[Signatures on Next Page]

PASSED AND ADOPTED this 9th day of July, 2021.

ATTEST:	LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary	Rex Jensen, Chairman

Exhibit A:	Supplemental Assessment Report, dated July 2021
Exhibit B:	Maturities and Coupon of Series 2021 Refunding Bonds Exhibit C:	Sources and Uses of Funds for Series 2021 Refunding Bonds Exhibit D:	Annual Debt Service Payment Due on 2021 Refunding Bonds

Exhibit A Supplemental Assessment Report

Exhibit B
Maturities and Coupon of Series 2021 Refunding Bonds

Exhibit C
Sources and Uses of Funds

Exhibit D
Debt Service Requirements

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Matters Relating to the Isles at Lakewood Ranch Project

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Supplemental Engineer’s Report Phase 2

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Supplemental Engineer’s Report
The Isles at Lakewood Ranch Project – Phase 2

Prepared for:

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

Prepared by:

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

June 30, 2021

TABLE OF CONTENTS

Introduction

Development Status

Permits

Surface Water Management

Professional and Permit Fees

Off-Site Improvements

Summary & Conclusion

EXHIBITS

Exhibit 1	Master Site Plan

Exhibit 2	Master Post-Development Drainage Plan Exhibit 3	Infrastructure Cost

Introduction
The Lakewood Ranch Stewardship District (the “District”) is proposing to acquire/construct infrastructure for a residential community within its boundaries in eastern Manatee County, Florida known as The Isles at Lakewood Ranch. The Isles at Lakewood Ranch is a residential community planned for 450 single family detached units. The Isles at Lakewood Ranch community is located approximately 5.5 miles east of Interstate I-75 (Exit 213) on University Parkway and lies within Section 36, Township 35 South, Range 19 East. The site is bounded to the north by The Masters Avenue and an undeveloped future commercial parcel. The area east of the property will be the future Bourneside Boulevard, the west of the property is bordered by a future single family residential community, and the south is bordered by University Parkway. The total gross acreage for The Isles at Lakewood Ranch is approximately 339 +/- acres (including on-site and off-site improvement areas).

The purpose of this Supplemental Engineer’s Report is to describe the second phase of the District’s Capital Improvement Plan (“Isles CIP”) which includes the construction of the northernly extension of Bourneside Boulevard from University Parkway to The Masters Avenue and associated landscaping and professional fees in the approximate amount of $4.0 million (the “Isles at Lakewood Ranch Project – Phase 2" or also referred to herein as the “CIP Phase 2 Project”). This report is meant to supplement the Engineer’s Report
– Isles at Lakewood Ranch, dated September 2018, which describes the entire Isles CIP, and the Supplemental Engineer’s Report – The Isles at Lakewood Ranch Phase 1, dated January 2019, which describes the initial phase of the Isles CIP. Please see Exhibit 1 for a Master Site Plan of The Isles at Lakewood Ranch community.

Development Status
The Isles at Lakewood Ranch project is currently broken into four (4) phases: Phase 1, Phase 2, Phase 3, and Phase 4. Please note that Phase 1 and Phase 2 have been permitted and platted. Please reference the table below for the current development plan and unit count/type by phase.

Product Type	Phase 1	Phase 2	Phase 3	Phase 4	Total	
Single-Family 60’	71	100	0	97	268	
Single-Family 79’	80	64	38	0	182	
Total	151	164	38	97	450	

Permits
The following is a detail of permit requirements for Phase 2 and the status of each permit:

Manatee County:
General Development Plan (GDP) – Approved – Ordinance No. 17-06
Master Certificate Level of Service (CLOS) – Approved – CLOS-04-116
c.	PSP/PP/FSP, Phase 2 – Approved – PDMU-92-01/18-S/20(P)/FSP-18-36, PLN2004-0003
d. Construction Drawings, Phase 2 – Approved – PDMU-92-01/18-S/20(P)/FSP-18-36, PLN1804-0100

Southwest Florida Water Management District (SWFWMD):
Environmental Resource Permit – Approved – App No. 742604 / Permit No. 43027399.043
ERP Minor Modification – Approved – App. No. 758751 / Permit No. 43027399.049
ERP Minor Modification – Approved – App. No. 823480 / Permit No. 43027399.055

U.S. Army Corps of Engineers (USACE):
a. Department of the Army Permit – Approved – SAJ-2017-00530

Florida Department of Environmental Protection (FDEP):
Notice of Intent to Use Generic Permit – Approved – FLR20BR93
Construction of Water Main Extensions for PWS, Phase 2 – Approved – 133068-1347-DSGP/02
Construction of Domestic Wastewater Collection/Transmission System, Phase 2 – Approved – CS41- 0182518-590-DWC/CG

Phase 3 and Phase 4 consisting of 46.42 acres are planned for 135 residential units. The PSP/PP/FSP and Construction Plan permit applications for Phase 3 are currently in review, with the Final Plat application to be submitted upon approval of the preliminary plat application. No permit applications have been submitted for Phase 4 as of the date of this report.

Surface Water Management
The surface water management improvements in the District consist of two separate categories: Earthwork and Drainage Facilities. The Drainage Facilities include the roadway drainage pipes and structures, curbs, piping interconnections, control and outfall structures. The Earthwork category of the Surface Water Management is the effort necessary to construct the stormwater detention facilities (ponds and lakes) and provide flood protection. There are approximately 80.5 acres of stormwater ponds (all ponds were excavated with Phase 1). The District will, through dedication by the Developer, acquire ownership of the ponds and lakes for stormwater purposes and will finance the acquisition of same. The surface water management system is designed and constructed in accordance with County and South West Florida Water Management District (SWFWMD) Standards for flood protection, stormwater quality treatment and attenuation. There are no wetlands or conservation/preservation areas within the CIP Phase 2 Project boundary. The Isles at Lakewood Ranch surface water management system is designed to treat and attenuate stormwater for the Bourneside Boulevard Extension from University Parkway to The Masters Avenue. Please see Exhibit 2 for the Master Post-Development Drainage Plan.

Professional and Permit Fees
Professional and permit fees will be funded by the District as part of the Isles CIP and consist of typical soft costs associated with development projects of this size. These generally consist of consultant fees for design, permitting, and management of the Capital Improvement Project, Permit Fees, Legal Fees, etc. Please reference the Off-Site Improvements section for a summary of professional and permit fees associated with the construction of Bourneside Boulevard.

Off-Site Improvements
The off-site improvement to be constructed and/or funded by the District consists of the extension of Bourneside Boulevard adjacent to the eastern property boundary for The Isles at Lakewood Ranch. This improvement was mass graded as part of the Phase 1 Project. The construction of the off-site improvement is in progress. Please reference the table below and Exhibit 3 for the costs associated with the off-site improvement, including roadway construction, professional fees, and landscaping which comprises the entirety of the CIP Phase 2 Project.

Bourneside Boulevard Costs & Fees	
Roadway Construction*	$3,695,582.90	
Professional Fees	$56,100.00	
Landscaping**	$250,000.00	
TOTAL	$4,001,682.90	
*Mass Grading that was completed by Toll Brothers in the Phase 1 construction project is not included within this scope/fee.
**Landscaping Fees are estimated.

Summary & Conclusion
The Isles at Lakewood Ranch Project – Phase 2 is designed in accordance with current governmental regulations and requirements. The CIP Phase 2 Project will serve its intended function so long as the construction is in substantial compliance with the design. The cost estimates provided are reasonable to complete the required improvements and it is our professional opinion that the infrastructure improvements will benefit and add value to the District. The cost estimates are based on current contracts and prices currently being experienced in Southwest Florida. Actual costs may vary depending on final engineering and approvals from regulatory agencies.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Supplemental Assessment Methodology

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT

THE ISLES AT LAKEWOOD RANCH PROJECT – PHASE 2

July 2021

Prepared for:

Members of the Board of Supervisors, Lakewood Ranch Stewardship District

Prepared on July 9, 2021

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 32817

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT
THE ISLES AT LAKEWOOD RANCH PROJECT – PHASE 2 July 9, 2021

Introduction

Purpose

This Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District The Isles at Lakewood Ranch Project – Phase 2 (“Supplemental Methodology”) provides a system for the allocation of non-ad valorem special assessments securing the repayment of the planned Special Assessment Revenue Bonds Series 2021 (“Series 2021 Bonds”) to be issued by the Lakewood Ranch Stewardship District (“District”) to fund beneficial public infrastructure improvements and facilities within the Isles at Lakewood Ranch Project Area (“Isles at Lakewood Ranch” and/or the “Development”) within the District. This Supplemental Methodology operates pursuant to the methodology outlined in the Master Assessment Methodology Report Lakewood Ranch Stewardship District the Isles at Lakewood Ranch Project Area, dated September 7, 2018 (“Master Methodology”). The Supplemental Methodology described herein has two goals: (1) quantifying the special benefits received by properties within the Isles at Lakewood Ranch as a result of the construction of the District’s improvements and facilities, and
equitably allocating the costs incurred by the District to provide these benefits to properties in the Isles at Lakewood Ranch.

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

Background

The Lakewood Ranch Stewardship District (“District”) was created on June 17, 2005. The District encompasses approximately 25,605 acres in Manatee and Sarasota Counties. The Isles at Lakewood Ranch comprises +/- 339 acres. The District Engineer’s report of September 2018 and June 2021 (collectively, the “Engineer’s Report”)1 provides a description of the Development.

The District previously issued its $7,580,000 in Special Assessment Revenue Bonds, Series 2019 (The Isles at Lakewood Ranch Project – Phase 1) (“Series 2019 Bonds”). The Series 2019 Bonds assessments have been fully assigned to all 151 Phase 1 platted lots and 149 Phase 2 platted lots on a first platted, first assigned basis.

This Supplemental Methodology provides a methodology to allocate the Series 2021 Bonds over the remaining fifteen (15) Phase 2 platted lots as well as the lots planned for Phase 3 (21.2 acres) and Phase 4 (25.22 acres) that will receive a special benefit from the installation of the District’s portion of the proposed Isle at Lakewood Ranch CIP. It is the District’s debt-funded capital infrastructure improvements that will allow the development of the lands within the Isles at Lakewood Ranch. By making development of the lands within the Isles at Lakewood Ranch possible, the District creates benefits to these lands within the District. The methodology described herein allocates the District’s debt to the Development based upon the benefits received from the infrastructure program.

Projected Land Use Plan for the Isles at Lakewood Ranch

Table 1 summarizes the land use development plan for the Isles at Lakewood Ranch with respect to unit counts by phase as provided by Toll Brothers (the, “Developer”). Table 1, as provided by the Developer and in the Engineer’s Report, details an initial mix of residential product and phasing planned for the Development. However, until either: (a) parcels of land along with their development entitlements are sold by the Developer to a new landowner and entitlements conveyed or (b) plats are filed, the precise land uses are unknown.

Table 1. Development Plan for The Isles at Lakewood Ranch

Land Development Plan	Phase 1	Phase 2	Phase 3	Phase 4	Total	
60' Lots	71	100	0	97	268	
79' Lots	80	64	38	0	182	
TOTAL	151	164	38	97	450	
Source: Developer

1 Waldrop Engineering (September 2018), “District Engineer’s Report for The Isles at Lakewood Ranch” and Waldrop Engineering (June 2021), ““Supplemental Engineer’s Report The Isles at Lakewood Ranch Project – Phase 2”

Therefore, as described above, the District the Series 2019 Bonds assessments have been allocated on a first platted, first assigned basis to the Phase 1 lots and a portion of the Phase 2 lots as provided in Table 1. The Series 2021 Bonds assessments will initially be imposed on the balance of the Phase 2, Phase 3 and Phase 4 on a per gross acre basis on the unsold and unplatted properties within the Isles at Lakewood Ranch based on the land use plan outlined in Table 1 (or in any updates issued from time to time), and on any sold or platted property in accordance with its actual land use or contractual entitlement as transferred to the new landowner from the Developer.

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

Isles at Lakewood Ranch CIP - Infrastructure Installation

The District will acquire or construct its public infrastructure and improvements as outlined in the Engineer’s Report. The District infrastructure and improvements for the Isles at Lakewood Ranch Project
– Phase 2 CIP are presented in Table 2.

Table 2: District Engineer’s Estimated Costs for
The District’s Capital Improvement Program for the Isles at Lakewood Ranch Project – Phase 2

Roadway Construction	Total (1)
$3,695,583	
Professional Fees	$56,100	
Landscaping	$250,000	
Total	$4,001,683	

Completion Agreement with the District.

(1) Any costs outlined in the Engineer's Report not funded with bond proceeds will be funded by the Developer via Developer's

Source: District Engineer’s Report

Requirements of a Valid Assessment Methodology

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

Special Benefits and General Benefits

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

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

2.0	Series 2021 Bonds Plan of Finance

The District’s Series 2021 Bonds will have an estimated total par value of $4,110,000. Table 3 presents the details for the Series 2021 Bonds.

Table 3. Details of the Series 2021 Bonds

Sources of Funds Principal Amount of Bonds

Uses of Funds	Series 2021
$4,110,000	
Construction Fund	$3,709,230	
Debt Service Reserve Fund	$113,460	
Capitalized Interest	$45,110	
Underwriter's Discount	$82,200	
Cost of Issuance	$160,000	
	$4,110,000	
Actual Avg. Interest Rate	3.625%	
Duration	30	
   Max Annual D/S	$226,920  
Source: MBS Capital Markets LLC

Assessment Methodology

Assessment Foundation

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

Allocation of Specific Assessments

The Isles at Lakewood Ranch CIP cost estimates are outlined in Table 2 and described in detail in the Engineer’s Report. The details of the Series 2021 Bonds issuance required to fund the District’s Isles at Lakewood Ranch CIP is shown in Table 3. The principal and related assessments to secure the Series 2021 Bonds will be allocated among the 150 lots planned within a portion of Phase 2 and all of Phases 3 and 4 for the Isles at Lakewood Ranch within the District. The District’s bond debt will be secured primarily by special assessments allocated to properties in the District based on and proportional to the benefits that each property receives from the Isles at Lakewood Ranch CIP. As described above, until

such time as either: (a) properties are sold along with their entitlements or (b) plats are recorded; the specific land uses in the District are not known with certainty. Therefore, at the outset, the debt is allocated on an equal acreage basis across all benefited acres in the Development totaling approximately 334 acres. As the sale and platting process unfolds, the District will more finely articulate the allocation of debt to benefiting properties based on their land uses.

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

Table 4 and Table 5 contain the allocation of the District’s Isles at Lakewood Ranch CIP costs, as financed, to the Development Units planned for the District. Table 6 shows the annual bond debt service assessments associated with the bond par allocations found in Table 4. Table 6 becomes important as the land within the District is platted, as specific bond debt service assessments will be assigned to the individual Development Units at that time. As described further herein under Section 4.0, while all lands within the Development benefit from the Isles at Lakewood Ranch CIP, the Developer will contribute infrastructure included in the Isles at Lakewood Ranch CIP in order to establish target levels of debt to be assigned by product type within the Development.

Table 4. Allocation of the Costs of the District’s Isles at Lakewood Ranch CIP, as Financed

Land Use	Units	Total Par Debt	Par Debt/Unit	
60' Lots	110	$2,779,303	$25,266	
79' Lots	40	$1,330,697	$33,267	
TOTAL	150	$4,110,000		
Source: PFM Financial Advisors LLC

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

Table 5. Allocation of Annual Debt Service, as Financed

Land Use	Units

Net Annual Assessments

Net Annual Assessments per

Gross Annual Assessments (1)

Gross Annual Assessments per Unit (1)

	Unit		
60' Lot	110	$153,450	$1,395	$165,000	$1,500	
79' Lot	40	$73,470	$1,837	$79,000	$1,975	
TOTAL	150	$226,920		$244,000		

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

Table 6. Summary of Annual Assessments

Land Use	Debt/Unit	Net Debt Service	Administrative Expenses	Total Debt Service (1)	
60' Lot	$25,266	$1,395	$105	$1,500	
79' Lot	$33,267	$1,837	$138	$1,975	
Source: PFM Financial Advisors LLC
(1) Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

True-Up Mechanism

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

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

The ceiling level of debt is established at the time each series of bonds is issued. At the time of this issuance, approximately $394,998 in the principal amount of the Series 2021 Bonds will be assigned to the remaining fifteen (15) platted lots within Phase 2 and with the remaining principal of the Series 2021 Bonds in the approximate amount of $3,715,002 allocated to the undeveloped, unplatted acres within Phase 3 (21.2 acres) and Phase 4 (25.22 acres), totaling 46.42 acres. According to the Engineer’s Report, there are approximately 46.42 gross acres of unplatted Phase 3 and Phase 4 lands within the

District. Each of the unplatted acres will be assigned its portion of the Series 2021 Bonds on an equal acreage assessment basis of the $4,110,000 in remaining unassigned bond debt assessments. Therefore, the ceiling level of debt for developable and assessable unplatted properties is $80,030 per acre ($3,715,002 / 46.42). This ceiling level is based upon the best information available at the time of this report, is subject to change, and will only be finalized at the time of the District’s first bond issuance.

A test will be conducted when 25%, 50%, 75%, and 100% of the acreage within the District has been developed. Table 7 below illustrates when the true-up test will be applied to determine if debt reduction payments are required. However, a true-up payment may be suspended at the District’s discretion. If the property owner can demonstrate to the District, and the District finds in its discretion (consistent with the opinion of the District Engineer), that all necessary land use approvals, including applicable zoning, can reasonably and economically support development totaling greater than or equal to 150 units for the District on the remaining unplatted developable acreage within the remaining acres, a true-up payment may be suspended.

Table 7. True- Up Thresholds

Category	25%	50%	75%	100%	
Platted Developable Acres	11.61	23.21	34.82	46.42	
Unplatted Developable Acres	34.82	23.21	11.61	-	
Debt Ceiling per Acre	$80,030	$80,030	$80,030	$80,030	
Source: PFM Financial Advisors LLC

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

4.0	Contribution of District Infrastructure and/or Improvements

The costs of the District’s Isles at Lakewood Ranch CIP will be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or Isles at Lakewood Ranch CIP components to the District (“Contribution”). Consistent with the Master Methodology, the Developer anticipates contributing a portion of the Isles at Lakewood Ranch CIP to the District in order to establish target levels of debt to be assigned by product type within the Development in the form of contributing funds and or properties/products. Table 8 summarizes the Contribution associated with the Isles at Lakewood Ranch lots within the District.

Table 8. Contribution Summary – Isles at Lakewood Ranch

Lot	
Units	Master Lien
per Unit	Actual Series 2019 Par per Unit	Proposed Series 2021 Par per Unit	Contribution
per Unit	Total Landowner Contribution	
60' Lots	171	$31,250	$22,220		$9,030	$1,544,145	
79' Lots	144	$36,459	$29,256		$7,203	$1,037,200	
60' Lots	97	$31,250		$25,266	$5,984	$580,410	
79' Lots	38	$36,459		$33,267	$3,192	$121,280	
	450					$3,283,035	
Source: PFM Financial Advisors LLC

Assessment Roll

Table 9 outlines the maximum bond principal assessment per assessable acre for the lands within the Isles at Lakewood Ranch. The assessments shall be paid in not more than thirty (30) annual installments.

Table 9. Assessment Roll

Parcel ID Numbers	
Acreage	Bond	Bond	Net Total	Net Annual	Bond Gross	Bond Gross
Principal	Principal	Bond	Assessment	Annual	Annual	
		Assessment	per Acre	Assessment	per Acre	(1)	per Acre (1)	
Phase 2 - 60' Lot (Lot 274) - 589016159	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 275) - 589016209	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 276) - 589016259	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 277) - 589016309	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 278) - 589016359	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 279) - 589016409	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 280) - 589016459	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 281) - 589016509	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 282) - 589016559	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 283) - 589016609	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 284) - 589016659	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 285) - 589016709	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 60' Lot (Lot 286) - 589016759	-	$25,266	-	$1,395.00	-	$1,500.00	-	
Phase 2 - 79' Lot (Lot 314) - 589018159	-	$33,267	-	$1,836.75	-	$1,975.00	-	
Phase 2 - 79' Lot (Lot 315) - 589018209	-	$33,267	-	$1,836.75	-	$1,975.00	-	
Phase 3 & 4 - 589009509	46.42	$3,715,002	$80,030	$205,111.50	$4,419	$220,550.00	$4,751	
TOTAL	46.42	$4,110,000	$80,030	$226,920.00	$4,419	$244,000.00	$4,751	

Assessment

Annual

Assessment

Assessment

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

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-27

RESOLUTION 2021-27

A RESOLUTION OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SUPPLEMENTING ITS RESOLUTION 2005-16 BY AUTHORIZING THE ISSUANCE OF AND AWARDING THE SALE OF NOT EXCEEDING
$5,500,000 PRINCIPAL AMOUNT OF LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (THE ISLES AT LAKEWOOD RANCH PROJECT – PHASE 2) 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- FOURTH 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

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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 2021 (The Isles at Lakewood Ranch Project – Phase 2) in a principal amount not exceeding $5,500,000 (collectively, the “2021 Bonds”), to approve the Supplemental Indenture (hereinafter defined) and to provide for various other matters relating to the issuance of the 2021 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
$5,500,000 principal amount of 2021 Bonds. The 2021 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-Fourth Supplemental Trust Indenture dated as of August 1, 2021 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 2021 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 2021 Bonds at presently favorable interest rates, and

because the nature of the security for the 2021 Bonds and the sources of payment of debt service on the 2021 Bonds requires the participation of an underwriter in structuring the 2021 Bond issue.

SECTION 5. Bond Purchase Contract Approved. The Board hereby approves the Bond Purchase Contract (the “Purchase 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 Purchase Contract and to deliver the Purchase 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 2021 Bonds shall not exceed $5,500,000, (ii) the net interest cost shall not exceed the maximum allowable by Section 215.84, Florida Statutes, (iii) the 2021 Bonds shall be subject to optional redemption no later than May 1, 2033, shall have a maturity date no later than May 1, 2052, 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 2021 Bonds. Execution by the Chairman or Vice Chairman of the Purchase 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 2021 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 2021 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 2021 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 2021 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 2021 Bonds.

SECTION 7. Form of Bonds. The 2021 Bonds shall be in substantially the form as set forth in Exhibit B to the Supplemental Indenture, with such additions, deletions and other changes thereto as the officials of the Board executing the 2021 Bonds shall approve, such

approval to be conclusively evidenced by the execution of the 2021 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 2021 Bonds.

SECTION 8. Continuing Disclosure Agreement. The form and content of the Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”) relating to the 2021 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 Purchase Contract as such officers may approve (such approval to be conclusively evidenced by their execution of the Continuing Disclosure Agreement).

SECTION 9. Application of 2021 Bond Proceeds. Proceeds of the 2021 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 2021 Bonds, including but not limited to adoption of this Resolution, were taken in open meetings of the members of the Board and all deliberations of the members of the Board that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including, but not limited to, the requirement of Florida Statutes, Section 286.011. The Open Meetings were held for the necessary public purpose of considering matters related to the issuance of the 2021 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, Stantec Consulting Services, Inc., as District Engineer, and Waldrop Engineering, as Consulting Engineer, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the 2021 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 Purchase 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 prepared in connection with the issuance of the 2021 Bonds (the “Engineer’s Report) previously approved by the Board and also authorizes further revisions and supplements to the Engineer’s Report with respect to the marketing and sale of the 2021 Bonds.

SECTION 15. Assessment Methodology Report. The Board authorizes further modifications and supplements to the assessment methodology report(s) previously approved by the Board to conform such report(s) to the marketing and sale of the 2021 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.

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SECTION 15. Effective Date. This Resolution shall become effective immediately upon its adoption.

ADOPTED this 9th day of July, 2021.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

[SEAL]

By:		 Chairman, Board of Supervisors

ATTEST:

By:		 Secretary

EXHIBIT A

FORM OF THIRTY-FOURTH SUPPLEMENTAL INDENTURE

BMO DRAFT
7/1/21

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

Dated as of August 1, 2021 securing
$ 	
Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2)

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-Fourth Supplemental Trust Indenture.
ARTICLE I DEFINITIONS	3
Section 101.	Definitions	3
ARTICLE II AUTHORIZATION, ISSUANCE AND PROVISIONS OF THE 2021 BONDS	11
Section 201.	Authorization of 2021 Bonds	11
Section 202.	Terms of 2021 Bonds	12
Section 203.	Dating; Interest Accrual	12
Section 204.	Denomination	12
Section 205.	Paying Agent	13
Section 206.	Bond Registrar	13
Section 207.	Conditions Precedent to Issuance of the 2021 Bonds	13
Section 208.	Continuing Disclosure	14
ARTICLE III REDEMPTION OF 2021 BONDS	14
Section 301.	2021 Bonds Subject to Redemption and Purchase	14
ARTICLE IV DEPOSIT OF BOND PROCEEDS AND APPLICATION THEREOF;
ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF	15
Section 401.	Establishment of Accounts	15
Section 402.	Use of Bond Proceeds	15
Section 403.	2021 Acquisition and Construction Account	16
Section 404.	2021 Costs of Issuance Account	16
Section 405.	2021 Reserve Account	16
Section 406.	Application of Prepayment Principal	17
Section 407.	Tax Covenants and Rebate Accounts	17
Section 408.	Establishment of 2021 Revenue Account in Revenue Fund;
Application of Revenues and Investment Earnings	18
ARTICLE V COVENANTS AND DESIGNATIONS OF THE DISTRICT	20
Section 501.	Provision Relating to Bankruptcy or Insolvency of Landowner	20
Section 502.	Collection of Series 2021 Assessments	22

Section 503.	No Parity Bonds; Limitation on Additional Bonds	22
Section 504.	Covenant With Regard to Enforcement and Collection of
Delinquent Assessments.	23
ARTICLE VI MISCELLANEOUS PROVISIONS	23
Section 601.	Additional Events of Default and Remedies	23
Section 602.	Foreclosure of Assessment Lien	23
Section 603.	Interpretation of Thirty-Fourth Supplemental Indenture	24
Section 604.	Amendments	24
Section 605.	Counterparts	24
Section 606.	Appendices and Exhibits	24
Section 607.	Payment Dates	24
Section 608.	No Rights Conferred on Others	25
Section 609.	Use of 2021 Acquisition and Construction Account Moneys and
Other Trust Funds	25
Section 610.	Bond Year	25
ARTICLE VII THE TRUSTEE; THE PAYING AGENT AND BOND REGISTRAR	25
Section 701.	Acceptance of Trust	25
Section 702.	Trustee’s Duties	25
Section 703.	Brokerage Confirmations	25
Section 704.	Assignment of District’s Rights under Collateral Assignment Agreement	25
Section 705.	Patriot Act Requirements of Trustee	26
Exhibit “A”	Supplemental Engineer’s Report The Isles at Lakewood Ranch Project – Phase 2, dated	2021
Exhibit “B”	Form of 2021 Bonds

THIRTY-FOURTH SUPPLEMENTAL TRUST INDENTURE

THIS THIRTY-FOURTH SUPPLEMENTAL TRUST INDENTURE (this “Thirty-Fourth
Supplemental Indenture”) dated as of August 1, 2021, 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-Fourth 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 program (the “Isles CIP”) for the portion of the District known as The Isles at Lakewood Ranch, providing estimated costs of the Isles CIP, defining assessable property to be benefitted by the Isles CIP, defining the portion of the Costs of the Isles CIP with respect to which Assessments will be imposed and the manner in which such Assessments shall be levied against such benefited property within the District, stating the intent of the District to issue Bonds secured by such Assessments to finance a portion of the Costs of the Isles CIP and, following a public hearing, the District adopted a resolution to fix and establish the Assessments and benefited property, as supplemented with respect to the 2021 Bonds (as defined below); and

WHEREAS, pursuant to the Bond Resolution, as supplemented by Resolution No. 2021- 27 adopted by the Governing Body of the District on July 9, 2021, the District has authorized the issuance, sale and delivery of its $	Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the “2021 Bonds”) as a Series of Bonds under the Master Indenture and authorized the execution and delivery of this Thirty-Fourth Supplemental Indenture to secure the issuance of the 2021 Bonds for the principal purpose of acquiring and constructing The Isles at Lakewood Ranch Project – Phase 2 (hereinafter defined); and

WHEREAS, the District will apply the proceeds of the 2021 Bonds to: (i) finance the Cost of the acquisition or construction of The Isles at Lakewood Ranch Project – Phase 2; (ii) pay certain costs associated with the issuance of the 2021 Bonds; (iii) pay the interest to become due on the 2021 Bonds on November 1, 2021; and (iv) fund the 2021 Reserve Account; and

WHEREAS, the execution and delivery of the 2021 Bonds and of this Thirty-Fourth Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the 2021 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Thirty-Fourth Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the 2021 Trust Estate (as hereinafter defined) have been done.

NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS THIRTY- FOURTH 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 2021 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 2021 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-Fourth Supplemental Indenture and in the 2021 Bonds: (a) has executed and delivered this Thirty- Fourth 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 2021 Assessments levied and imposed pursuant to the Assessment Proceedings as the same may be amended from time to time (the “2021 Pledged Revenues”) and the Funds and Accounts (except for the 2021 Rebate Account and the 2021 Costs of Issuance Account) established hereby (the “2021 Pledged Funds”) which shall comprise a part of the Trust Estate securing only the 2021 Bonds, (the “2021 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 2021 Bonds issued or to be issued under and secured by this Thirty-Fourth Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any 2021 Bond over any other 2021 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 2021 Bonds or any 2021 Bond secured and Outstanding under this Thirty-Fourth Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the 2021 Bonds and this Thirty-Fourth 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-Fourth 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-Fourth Supplemental Indenture, then upon such final payments, this Thirty-Fourth Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all 2021 Bonds or any 2021 Bond of a particular maturity, otherwise this Thirty-Fourth Supplemental Indenture shall remain in full force and effect;

THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH,
and it is expressly declared, that all 2021 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-Fourth Supplemental Indenture), including this Thirty-Fourth 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 2021 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:

“2021 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:

Government Obligations;

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

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

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

both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category for such funds by Moody’s or S&P, and (B) shares of money market mutual funds that invest only in Government Obligations and repurchase agreements secured by such obligations, which funds are rated in the two highest rating categories for such funds by Moody’s or S&P;

repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by the Holder of the Collateral (as defined below) with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least “AA” by S&P and “Aa” by Moody’s provided that the repurchase agreement shall provide that if during its term the provider’s rating by either S&P or Moody’s falls below “AA-” or “Aa3,” respectively, the provider shall immediately notify the District and the Trustee and the provider shall at its option, within ten (10) Business Days of receipt of publication of such downgrade, either (A) maintain Collateral at levels, sufficient to maintain an “AA” rated investment from S&P and an “Aa” rated investment from Moody’s, or (B) repurchase all collateral and terminate the repurchase agreement.   Further, if the provider’s rating by either S&P or Moody’s falls below “A-” or “A3,” respectively, the provider must immediately notify the District and the Trustee and, at the direction of the District through the Trustee, within ten (10) Business Days, 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-Fourth 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-Fourth 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 2021 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-Fourth 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.

“2021 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 2021 Bonds is $	.

“Acquisition Agreement” shall mean the Agreement between the Lakewood Ranch Stewardship District and Toll FL XIII Limited Partnership Regarding the Acquisition of Certain Work Product and Infrastructure, dated March 2, 2018, as the same may be amended form time to time.

“Assessment Interest” shall mean the interest on Series 2021 Assessments received by the District which is pledged to the 2021 Bonds, other than Delinquent Assessment Interest.

“Assessment Methodology” shall mean the Master Assessment Methodology Report Lakewood Ranch Stewardship District The Isles at Lakewood Ranch Project Area dated September 7, 2018, as updated from time to time, and as supplemented by the Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District The Isles at Lakewood Ranch Project – Phase 2, dated	, 2021.

“Assessment Principal” shall mean the principal amount of Series 2021 Assessments received by the District which are pledged to the 2021 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. 2018-27, 2018-28, 2019-01 and 2021- of the District with respect to the establishment, levy and collection of the Series 2021 Assessments.

“Beneficial Owner” shall mean the owners from time to time of the 2021 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 2021 Bonds as securities depository.

“Collateral Assignment Agreement” shall mean the Collateral Assignment and Assumption of Development and Contract Rights Relating to The Isles at Lakewood Ranch Project between the District and the Developer dated August , 2021.

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

to provide funds to pay all Costs of The Isles at Lakewood Ranch Project not paid for by the District from proceeds of the 2021 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 2021 Bonds and as amended from time to time in accordance with the terms thereof.

“Date of Completion” with respect to The Isles at Lakewood Ranch Project – Phase 2 shall mean: either (a) the date upon which The Isles at Lakewood Ranch Project – Phase 2 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 Isles at Lakewood Ranch Project – Phase 2 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 Isles at Lakewood Ranch Project – Phase 2 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 (The Isles at Lakewood Ranch Project – Phase 2) dated August  , 2021.

“Delinquent Assessment Interest” shall mean the interest on Series 2021 Assessments received by the District which is pledged to the 2021 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 2021 Assessments received by the District which are pledged to the 2021 Bonds and deposited with the Trustee after the date on which such Assessment Principal has become due and payable.

“Developer” shall mean Toll FL XIII Limited Partnership, a Florida limited partnership, or any successor or assign thereof, as the developer of The Isles at Lakewood Ranch.

“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 November 1, 2021.

“Isles CIP” shall mean the capital improvement program identified as The Isles at Lakewood Ranch Project and more particularly described in the Engineer’s Report attached hereto as Exhibit “A.”

“Majority Owners” shall mean the Beneficial Owners of more than fifty percent (50%) in Outstanding principal amount of the Outstanding 2021 Bonds.

“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-Fourth Supplemental Indenture.

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

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

“Series 2021 Assessments” shall mean the non-ad valorem special assessments including the interest thereon designated as pledged to secure the 2021 Bonds in the Assessment Proceedings.

“Substantially Absorbed” shall mean the date on which the principal amount of the Series 2021 Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the 2021 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- Fourth 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 2021 Bonds.

“The Isles at Lakewood Ranch Project – Phase 2” shall mean that portion of the Isles CIP financed with the proceeds of the 2021 Bonds.

“True Up Agreement” shall mean that document or documents pursuant to which the Developer agrees to pay any “debt reduction payments” for the 2021 Bonds required pursuant to the Assessment Proceedings.

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 2021 BONDS

Section 201. Authorization of 2021 Bonds. The 2021 Bonds are hereby authorized to be issued in the aggregate principal amount of $	for the purposes enumerated in the recitals hereto. The 2021 Bonds shall be substantially in the form set forth as Exhibit “B” to this Thirty-Fourth Supplemental Indenture.   Each 2021 Bond shall bear the designation “2021-R” and numbered consecutively from 1 upwards.

The 2021 Bonds shall be initially issued in the form of a separate single certificated fully registered 2021 Bond for each maturity of 2021 Bonds. Upon initial issuance, the ownership of such 2021 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 (“DTC”), the initial Bond Depository. Except as provided in this Section 201, all of the Outstanding 2021 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 2021 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 2021 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 2021 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 2021 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each 2021 Bond is registered in the registration books kept by the Bond Registrar as the absolute owner of such 2021 Bond for the purpose of payment of principal, premium and interest with respect to such 2021 Bond, for the purpose of giving notices of redemption and other matters with respect to such 2021 Bond, for the purpose of registering transfers with respect to such 2021 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the 2021 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 2021 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 2021 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-Fourth 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 2021 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 2021 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 2021 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 2021 Bonds. The 2021 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
$	%	05/01/20  
$	%	05/01/20  
$	%	05/01/20  
$	%	05/01/20  

Section 203. Dating; Interest Accrual. Each 2021 Bond shall be dated the date of delivery thereof. Each 2021 Bond shall also bear its date of authentication.   Each 2021 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 2021 Bond has been paid, in which event such 2021 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the 2021 Bonds, in which event such 2021 Bond shall bear interest from its date. Interest on the 2021 Bonds shall be due and payable on each May 1 and November 1, commencing November 1, 2021, and shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 204. Denomination. The 2021 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 and integral multiples of $5,000 in excess thereof.

Section 205. Paying Agent. The District appoints the Trustee as Paying Agent for the 2021 Bonds.

Section 206.    Bond Registrar. The District appoints the Trustee as Bond Registrar for the 2021 Bonds.

Section 207. Conditions Precedent to Issuance of the 2021 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the 2021 Bonds, all the 2021 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-Fourth 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 2021 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 2021 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 Developer and an opinion of Developer’s Counsel, the District has good right and lawful authority under the Act to undertake The Isles at Lakewood Ranch Project – Phase 2 being financed with the proceeds of the 2021 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 Isles at Lakewood Ranch Project – Phase 2, (iii) all proceedings undertaken by the District with respect to the Series 2021 Assessments have been in accordance with Florida law, (iv) the District has taken all action necessary to levy and impose the Series 2021 Assessments, and (v) the Series 2021 Assessments are legal, valid and binding liens upon the property against which such Series 2021 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 2021 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Thirty-Fourth Supplemental Indenture;

An Engineer’s 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 Isles at Lakewood Ranch Project;

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

Executed copies of the Acquisition Agreement, Completion Agreement, Collateral Assignment Agreement, Declaration of Consent to Jurisdiction, and 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 2021 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 2021 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 2021 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 2021 BONDS

Section 301. 2021 Bonds Subject to Redemption and Purchase. The 2021 Bonds are subject to redemption prior to maturity as provided in the form thereof set forth as Exhibit “B” to this Thirty-Fourth Supplemental Indenture. The 2021 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 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 2021 Acquisition and Construction Account; and

a 2021 Costs of Issuance Account.

There are hereby established within the Debt Service Fund held by the Trustee:
a 2021 Sinking Fund Account; (ii) a 2021 Interest Account; (iii) a 2021 Capitalized Interest Account; and (iv) a 2021 Redemption Account and therein a 2021 Prepayment Subaccount;

There is hereby established within the Reserve Fund held by the Trustee a 2021 Reserve Account, which 2021 Reserve Account shall be held for the benefit of all of the 2021 Bonds without distinction as to 2021 Bonds and without privilege or priority of one 2021 Bond over another;

There is hereby established within the Revenue Fund held by the Trustee a 2021 Revenue Account; and

There is hereby established within the Rebate Fund held by the Trustee a 2021 Rebate Account.

Section 402. Use of Bond Proceeds. The net proceeds of the sale of the 2021 Bonds received by the Trustee in the amount of $	(which is the face amount of the 2021 Bonds, [less/plus] Original Issue [Discount/Premium] of $	and less Underwriter’s Discount of $	) (the “Bond Proceeds”), shall be applied as follows:

$	of Bond Proceeds, representing the initial 2021 Reserve Account
Requirement, shall be deposited to the 2021 Reserve Account; and

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

$	of Bond Proceeds, representing costs of issuance relating to the 2021 Bonds, shall be deposited to the credit of the 2021 Costs of Issuance Account; and

$	of Bond Proceeds remaining after the deposits above shall be
deposited to the credit of the 2021 Acquisition and Construction Account.

Section 403.	2021 Acquisition and Construction Account.

Amounts on deposit in the 2021 Acquisition and Construction Account shall be applied to pay the Costs of The Isles at Lakewood Ranch Project – Phase 2 upon compliance with the requirements of the requisition provisions set forth in the Master Indenture and/or as otherwise provided herein.

Any balance remaining in the 2021 Acquisition and Construction Account after the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2 and after retaining the amount, if any, of all remaining unpaid Costs of The Isles at Lakewood Ranch Project – Phase 2 set forth in the Engineer’s Certificate establishing such Date of Completion, shall be transferred to and deposited in the 2021 Prepayment Subaccount of the 2021 Redemption Account and applied to the extraordinary mandatory redemption of the 2021 Bonds in the manner prescribed in the form of 2021 Bond set forth as Exhibit “B” hereto. At such time as there are no amounts on deposit in the 2021 Acquisition and Construction Account, such account shall be closed.

Section 404.   2021 Costs of Issuance Account.   There shall be deposited in the 2021 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 2021 Bonds. After [December , 2021], any amounts deposited in the 2021 Costs of Issuance Account for which there is not pending with the Trustee a requisition shall be transferred to the 2021 Reserve Account if there is any deficiency therein and the remainder to the 2021 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred to the 2021 Revenue Account and the 2021 Costs of Issuance Account shall be closed.

Section 405. 2021 Reserve Account. Amounts on deposit in the 2021 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 2021 Interest Account and the 2021 Sinking Fund Account to pay the 2021 Bonds, without distinction as to 2021 Bonds and without privilege or priority of one 2021 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 Interest Payment Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2021 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account.   The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in such account, from the first legally available sources of the District. Any excess monies in the 2021 Reserve Account (except excess from investment earnings), shall be deposited in the 2021 Acquisition and Construction Account until the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2 and after the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2 shall be deposited in the 2021 Prepayment

Subaccount. Unless and until the Trustee receives the Engineer’s Certificate establishing the Date of Completion has occurred, the Trustee may rely that such condition has not occurred.

All earnings on investments in the 2021 Reserve Account, provided no deficiency exists in the 2021 Reserve Account, shall until the Date of Completion be deposited to the 2021 Acquisition and Construction Account and then on and after the Date of Completion, shall be deposited to the 2021 Revenue Account. To the extent a deficiency exists in the 2021 Reserve Account, investment earnings in such account shall remain in that account. Such account shall consist only of cash and 2021 Investment Obligations.

Notwithstanding the foregoing, on the earliest date on which there is on deposit in the 2021 Reserve Account, sufficient monies, taking into account other monies available therefore, to pay and redeem all of the Outstanding 2021 Bonds, together with accrued interest, if any, on such 2021 Bonds to the earliest date of redemption, then the Trustee shall use the amount on deposit in the 2021 Reserve Account to pay and redeem all of the Outstanding 2021 Bonds on the earliest possible date.

The District may provide that the difference between the amounts on deposit in the 2021 Reserve Account and the 2021 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 2021 Bonds, the District may withdraw any or all of the amount of money on deposit in the 2021 Reserve Account and substitute in its place a Reserve Account Credit Instrument as described above in the face amount of such withdrawal and such withdrawn moneys shall, after payment of the premium for such Reserve Account Credit Instrument, be (a) until the Date of Completion, transferred to the Series 2021 Acquisition and Construction Account to be used to pay Costs of The Isles at Lakewood Ranch Project – Phase 2, (b) after the Date of Completion, transferred to the 2021 Prepayment Subaccount and used to redeem 2021 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 2021 Prepayment Subaccount of the 2021 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 2021 Prepayment Subaccount shall be applied to the redemption of the 2021 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 2021 Rebate Account) included as part of the closing transcript for the 2021 Bonds, as amended and supplemented from time to time in accordance with their terms.

Section 408.	Establishment of 2021 Revenue Account in Revenue Fund; Application of Revenues and Investment Earnings.

The Trustee shall, except as provided below or otherwise provided herein, deposit the 2021 Pledged Revenues to the 2021 Revenue Account and any other amounts or payments specifically designated by the District pursuant to a written direction for said purpose. The 2021 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 2021 Revenue Account shall be used as provided in the Master Indenture except as otherwise provided herein.

Immediately upon receipt the District shall deposit the 2021 Pledged Revenues with the Trustee together with a written accounting setting forth the amounts of such 2021 Pledged Revenues in the following categories which shall be deposited by the Trustee into the Funds and Accounts established hereunder as follows:

Assessment Interest, which shall be deposited into the 2021 Interest Account;

Assessment Principal, which shall be deposited into the 2021 Sinking Fund Account;

Prepayment Principal, which shall be deposited into the 2021 Prepayment Subaccount of the 2021 Redemption Account.

Delinquent Assessment Principal shall first be applied to restore the amount of any withdrawal from the 2021 Reserve Account to pay the principal of 2021 Bonds to the extent that less than the 2021 Reserve Account Requirement is on deposit in the 2021 Reserve Account, and, the balance, if any, shall be deposited into the 2021 Sinking Fund Account;

Delinquent Assessment Interest, shall first be applied to restore the amount of any withdrawal from the 2021 Reserve Account to pay the interest on 2021 Bonds to the extent that less than the 2021 Reserve Account Requirement is on deposit in the 2021 Reserve Account, and, the balance, if any, shall be deposited into the 2021 Interest Account; and

the balance shall remain in the 2021 Revenue Account.

On the forty-fifth (45th) day preceding each May 1 and November 1 (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 2021 Prepayment Subaccount of the 2021 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 2021 Revenue Account to make the transfers required by (d) below,

from the 2021 Revenue Account for deposit into such 2021 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 2021 Bonds on the next succeeding Interest Payment Date in the maximum aggregate principal amount for which moneys are then on deposit in such 2021 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of 2021 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 2021 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 2021 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 2021 Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all 2021 Bonds then Outstanding on such May 1 or November 1, less any other amount already on deposit in the 2021 Interest Account not previously credited. On November 1, 2021, the Trustee shall transfer from the 2021 Capitalized Interest Account to the 2021 Interest Account an amount equal to the lesser of the amount of interest due on the 2021 Bonds on such date or the amount on deposit in the 2021 Capitalized Interest Account. After November 1, 2021, any amounts in the Capitalized Interest Account shall be transferred to the 2021 Reserve Account if there is any deficiency therein and the remainder to the 2021 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred to the 2021 Revenue Account;

SECOND, on each May 1, commencing May 1, 20[22], to the 2021 Sinking Fund Account, an amount equal to the Amortization Installments or principal of 2021 Bonds due on such May 1, less any amounts already on deposit in such Account not previously credited;

THIRD, to the 2021 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the then applicable 2021 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the 2021 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 2021 Revenue Account to the 2021 Rebate Account established for the 2021 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 2021 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 2021 Revenue Account on such November 2 shall (i) before the Date of Completion, be transferred into the 2021 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 2021 Reserve Account shall be equal to the 2021 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 2021 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 2021 Bonds shall be invested only in 2021 Investment Obligations, and further, earnings on investments in the 2021 Acquisition and Construction Account, 2021 Costs of Issuance Account, 2021 Capitalized Interest Account and 2021 Revenue Account shall be retained as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the 2021 Sinking Fund Account, 2021 Interest Account, and the 2021 Redemption Account, including any subaccounts therein, shall be deposited, as realized, to the credit of the 2021 Revenue Account and used for the purpose of such Account.

Earnings on investments in the 2021 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 2021 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 2021 Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Trustee, the 2021 Bonds or the Series 2021 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 2021 Bonds or for as long as any 2021 Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the 2021 Bonds or the Series 2021 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 2021 Bonds were issued by the District, the Owners of the 2021 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 2021 Assessments, the 2021 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 2021 Assessments, the 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 Assessments. Anything herein or in the Master Indenture to the contrary notwithstanding, the District shall not be required to collect Series 2021 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 2021 Assessments is platted and a distinct ad valorem property tax identification number has been assigned by the Property Appraiser thereto. In addition, the District is not required to use the Uniform Collection Method when the property is owned by a government or includes structures owned by a government.

All Series 2021 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- Fourth 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 2021 Assessments and to levy the Series 2021 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 2021 Bonds, when due.

Notwithstanding anything in the Indenture to the contrary, upon the occurrence of an Event of Default, the collection of Series 2021 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 2021 Bonds, the District shall not, while any 2021 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the 2021 Trust Estate. The District further covenants and agrees that so long as the 2021 Bonds are Outstanding, it will not impose Assessments for capital projects on any lands subject to the Series 2021 Assessments, without the written consent of the Majority Owners; provided, however, that such consent shall not be required in the event that the Series 2021 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. In the absence of its receipt of such certificate, the Trustee may conclusively rely that the Series 2021 Assessments have not been Substantially Absorbed. Notwithstanding the foregoing, nothing herein shall preclude the imposition of Assessments (or the issuance of Bonds secured by such Assessments) on property subject to the Series 2021 Assessments which the District certifies are necessary for health, safety and welfare reasons or to remediate a natural disaster without the consent of the Majority Owners.

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 2021 Bonds may not be accelerated except to the extent the Series 2021 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 2021 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 2021 Reserve Account in an amount greater than twenty-five percent (25%) of the 2021 Reserve Account Requirement to pay debt service on the 2021 Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners, actually withdraw such funds from the 2021 Reserve Account to pay debt service on the 2021 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
(i) upon failure of any property owner to pay Series 2021 Assessments collected directly by the District when due, that the entire Series 2021 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 2021 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 2021 Assessments and 2021 Bonds.

If any property shall be offered for sale for the nonpayment of any Series 2021 Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2021 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 2021 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 2021 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 2021 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 2021 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-Fourth Supplemental Indenture. This Thirty- Fourth Supplemental Indenture amends and supplements the Master Indenture with respect to the 2021 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this Thirty-Fourth Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and this Thirty-Fourth Supplemental Indenture shall be read and construed as one document.

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

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

Section 607. Payment Dates. In any case in which an Interest Payment Date or the maturity date of the 2021 Bonds or the date fixed for the redemption of any 2021 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 2021 Bonds.

Section 609. Use of 2021 Acquisition and Construction Account Moneys and Other Trust Funds. Upon the occurrence of an Event of Default, moneys in the Series 2021 Acquisition and Construction Account and the 2021 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 2021 Bonds shall mean May 1-April 30, except that the first Bond Year is from the date of issuance of the 2021 Bonds through April 30, 2022.

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 2021 Bonds.

Section 702. Trustee’s Duties. The Trustee shall not be responsible in any manner for the due execution of this Thirty-Fourth Supplemental Indenture by the District or for the recitals contained herein (except for the certificate of authentication on the 2021 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 2021 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.

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IN WITNESS WHEREOF, Lakewood Ranch Stewardship District has caused these presents to be signed in its name and on its behalf by its Chairman, and its official seal to be hereunto affixed and attested by its Secretary, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized officer.

LAKEWOOD RANCH STEWARDSHIP DISTRICT

[SEAL]

By:		 Chairman, Board of Supervisors

ATTEST:

By:		 Secretary, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:		 Vice President

EXHIBIT “A”

Engineer’s Report
The Isles at Lakewood Ranch dated	, 2021

EXHIBIT “B”

Form of the 2021 Bonds

No. 2021-R-	$[	]

United States of America State of Florida
LAKEWOOD RANCH STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BOND, SERIES 2021
(THE ISLES AT LAKEWOOD RANCH PROJECT – PHASE 2)

Interest
Rate	Maturity
Date	Dated
Date	
CUSIP	
[	]%	May 1, 20[   ]	August    , 2021	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 2021 Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture mentioned hereinafter) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or if no interest has been paid, from the Dated Date shown above, on May 1 and November 1 of each year (each, an “Interest Payment Date”), commencing on November 1, 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 2021 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 2021 Bonds or all of the then Outstanding 2021 Bonds, as defined below. Interest on this 2021 Bond will be computed on the basis of a 360-day year of twelve 30-day months.

This 2021 Bond is one of a duly authorized issue of bonds of the District designated “Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2)” (the “2021 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-Fourth Supplemental Trust Indenture, dated as of August 1, 2021 (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 2021 Bonds are secured by the 2021 Pledged Revenues and 2021 Pledged Funds as provided for in the Indenture. The 2021 Bonds are issued in an aggregate principal amount of $	, for the purpose of (i) financing the Cost of the acquisition or construction of The Isles at Lakewood Ranch Project – Phase 2; (ii) paying certain costs associated with the issuance of the 2021 Bonds;
paying the interest to become due on the 2021 Bonds on November 1, 2021; and (iv) funding the 2021 Reserve Account.

NEITHER THIS 2021 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 2021 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 2021 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 2021 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR

THE 2021 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2021 PLEDGED REVENUES AND THE 2021 PLEDGED FUNDS PLEDGED TO THE 2021 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 2021 Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This 2021 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 2021 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 2021 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 2021 Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of Series 2021 Assessments (as defined in the Indenture), the terms and conditions under which the 2021 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 2021 Bonds, and, by the acceptance of this 2021 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 2021 Bonds are equally and ratably secured by the 2021 Trust Estate, without preference or priority of one 2021 Bond over another. Subject to certain exceptions, the District has covenanted in the Indenture not to issue or incur any obligations payable from the 2021 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 2021 Assessments securing the 2021 Bonds.

The 2021 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 2021 Bonds will initially be delivered in minimum principal amounts of $100,000 and integral multiples of $5,000 in excess thereof. This 2021 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 2021 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 2021 Bond or 2021 Bonds, in the same aggregate principal amount as the

2021 Bond or 2021 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, 2021 Bonds may be exchanged for an equal aggregate principal amount of 2021 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 2021 Bonds. Except as specifically provided otherwise in the Indenture, an agent will hold this 2021 Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this 2021 Bond shall be deemed to have agreed to such arrangement.

Optional Redemption

The 2021 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 2021 Bonds to be selected by lot), at the Redemption Price of the principal amount of the 2021 Bonds or portions thereof to be redeemed, plus accrued interest to the redemption date.

Mandatory Redemption

The 2021 Bonds are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2021 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on May 1 of the years and in the principal amounts set forth below:
$	Term Bond maturing May 1, 20  

May 1 of
the Year	Amortization
Installment	
	$	

*		

*Maturity

$	Term Bond maturing May 1, 20  

May 1 of
the Year	Amortization
Installment	
	$	

*		

*Maturity
$	Term Bond maturing May 1, 20  

May 1 of
the Year	Amortization
Installment	May 1 of
the Year	Amortization
Installment	
	$		$	
		
*		

*Maturity
$	Term Bond maturing May 1, 20  

May 1 of
the Year	Amortization
Installment	May 1 of
the Year	Amortization
Installment	
	$		$	
		
*		

*Maturity
Upon redemption or purchase of the 2021 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 2021 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 2021 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 2021 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date, and if in part on a pro

rata basis as calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of the 2021 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding 2021 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium plus accrued interest to the redemption date, if and to the extent that any one or more of the following shall have occurred:

On or after the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2, by application of moneys transferred from the 2021 Acquisition and Construction Account to the 2021 Prepayment Subaccount of the 2021 Redemption Account in accordance with the terms of the Indenture; or

Amounts are deposited into the 2021 Prepayment Subaccount of the 2021 Redemption Account from the prepayment of Series 2021 Assessments and from amounts deposited into the 2021 Prepayment Subaccount from the 2021 Reserve Account; or

When the amount on deposit in the 2021 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all 2021 Bonds then Outstanding as provided in the Supplemental Indenture.

Except as otherwise provided in the Indenture, if less than all of the 2021 Bonds subject to redemption shall be called for redemption, the particular maturities of such 2021 Bonds or portions of particular maturities of such 2021 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 2021 Bonds divided by the aggregate principal amount of Outstanding 2021 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 2021 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 2021 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 2021 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 2021 Bonds or such portions thereof on such date, interest on such 2021 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2021 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 2021 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 2021 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 2021 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 2021 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 2021 Bonds as to the 2021 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 2021 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 2021 Bond is issued with the intent that the laws of the State of Florida shall govern its construction.

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IN WITNESS WHEREOF, Lakewood Ranch Stewardship District has caused this 2021 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 2021 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: August    , 2021

CERTIFICATE OF VALIDATION

This 2021 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 2021 BONDS]

The following abbreviations, when used in the inscription on the face of the within 2021 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 2021 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints	, attorney to transfer the said 2021 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 2021 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 2021 (The Isles at Lakewood Ranch Project – Phase 2)

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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (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 of $[UD] and [plus/less] [net] original issue [premium/discount] of
$[OID/OIP]. 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 [July 9], 2021 (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 in trust to Wachovia Bank, National Association, as trustee (the "Trustee"), as supplemented by that certain Thirty-Fourth Supplemental Trust Indenture dated as of [August] 1, 2021 (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 2021 Assessments will be levied by the District on lands within the District specially benefited by The Isles at Lakewood Ranch Project – Phase 2 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 Toll FL XIII Limited Partnership, a Florida limited partnership (the "Developer"), will enter into or have already entered into the Acquisition Agreement, Collateral Assignment Agreement, Completion Agreement and True Up Agreement, each as defined in the Supplemental Indenture. 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 the Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit H 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 the 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 the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public, and (B) comply with the hold-the-offering price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires; and

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

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

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

"underwriter" means (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 public 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, the Developer and PFM Group Consulting LLC, a Florida limited liability company, as 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 on 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 Isles at Lakewood Ranch Project – Phase 2, (viii) issue the Bonds, and (ix) levy and collect the Series 2021 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 Resolution and the Assessment Proceedings;

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 and the Ancillary Documents, 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 Isles CIP and The Isles at Lakewood Ranch Project – Phase 2 in the Preliminary Limited Offering Memorandum conform in all material respects to the Financing Documents, the Ancillary Documents, the Isles CIP and The Isles at Lakewood Ranch Project – Phase 2, 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 2021 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 2021 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 the Isles CIP and The Isles at Lakewood Ranch Project – Phase 2, the issuance of the Bonds, the levy and collection of the Series 2021 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 (l) 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 "SUITABILITY FOR INVESTMENT," "DESCRIPTION OF THE 2021 BONDS – Book-Entry Only System," "FUNDS AND ACCOUNTS," "BONDOWNERS' RISKS," "LAKEWOOD RANCH," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "LEGALITY FOR INVESTMENT," "LITIGATION – Developer," "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 (l) 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 "SUITABILITY FOR INVESTMENT," "DESCRIPTION OF THE 2021 BONDS – Book-Entry Only System," "FUNDS AND ACCOUNTS," "BONDOWNERS' RISKS," "LAKEWOOD RANCH," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "LEGALITY FOR INVESTMENT," "LITIGATION – Developer," "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 Developer or the Underwriter, in which case, the Developer 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 2021 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 2021 Assessments, including adoption of the Assessment Resolution, were undertaken in accordance with State law. The Series 2021 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 2021 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 2021 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 an 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 this 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;

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, substantially in the form attached hereto as Exhibit C;

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 hereto as Exhibit D;

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 "SUITABILITY FOR INVESTMENT," "DESCRIPTION OF THE 2021 BONDS – Book-Entry Only System," "FUNDS AND ACCOUNTS," "BONDOWNERS' RISKS," "LAKEWOOD RANCH," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "LEGALITY FOR INVESTMENT," "LITIGATION – Developer," "LITIGATION – SMR" and "DISCLOSURE OF MULTIPLE ROLES," and no event affecting the District has occurred since the date of the Limited Offering Memorandum which should be disclosed in the Limited Offering Memorandum for the purposes for which it is to be used or which is necessary to be disclosed therein in order to make the statements and information therein not misleading in any material respect as of the Closing Date, and (v) the District acknowledges its agreement to undertake its obligation under the Disclosure Agreement and is aware of the continuing disclosure requirements set forth in the 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 the 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;

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 Waldrop Engineering, P.A., dated the Closing Date and addressed to the District and the Underwriter, substantially in the form attached hereto as Exhibit E;

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

a certificate of the Assessment Consultant stating that (i) the Assessment Consultant consents to the use of the Assessment Report as an appendix to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum 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 made therein, 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 Assessment Report and is of the opinion that the considerations and assumptions used in compiling the Assessment Report are reasonable, (iv) the information contained in the Assessment 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 2021 Assessments, as initially levied, and as may be reallocated from time to time as permitted by resolutions adopted by the District with respect to the Series 2021 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 Isles at Lakewood Ranch Project – Phase 2) (the "Declaration of Consent") executed and delivered by the Developer;

Evidence that the Assessment Resolution contains language permitting prepayment of the Series 2021 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;

Evidence of a final, non-appealable judgment of validation of the
Bonds;

Such additional documents as may be required by the Indenture to be
delivered as a condition precedent to the issuance of the Bonds;

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

A certificate of the District Manager substantially in the form attached hereto as Exhibit I;

A certificate of an authorized representative of SMR stating that the information contained in the Limited Offering Memorandum under the caption "LAKEWOOD RANCH" and the subcaptions "THE DEVELOPMENT – Entitlements and Zoning" and "LITIGATION – SMR" 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;

An opinion of legal counsel to SMR substantially in the form attached hereto 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 Developer 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 Developer 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 2021 Assessments or impacting the Series 2021 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 Developer 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), (ii) 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, (iv) the fees and disbursements of Bond Counsel and counsel to the District, (v) the fees and disbursements of the District Manager, Assessment Consultant and Municipal Advisor, (vi) the fees and disbursements of any engineers, accountants, and other experts, consultants or advisors retained by the District, (vii) the fees and expenses of the Trustee, Paying Agent and Bond Registrar, and of their respective counsel, if any, and (viii) 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 form hereunder within seven (7) 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 Group Consulting LLC, 12051 Corporate Blvd., Orlando, Florida 32817,

Attention: Hank Fishkind, with a copy to District Counsel at Hopping Green & Sams P.A.,
119 South Monroe Street, Suite 300, Tallahassee, Florida 32301, Attention: Jonathan Johnson, and any notice or other communication to be given to the Underwriter under this 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 2021 (The Isles at Lakewood Ranch Project – Phase 2)

DISCLOSURE AND TRUTH-IN-BONDING STATEMENT

[BPA Date]

Lakewood Ranch Stewardship District Sarasota/Manatee 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.

Per $1,000	
Management Fee	
Takedown	
Expenses	 		

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

 	

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 purposes of
financing the Cost of the acquisition or construction of The Isles at Lakewood Ranch Project – Phase 2, (b) paying certain costs associated with the issuance of the Bonds, (c) paying the interest to become due on the Bonds on November 1, 2021, and (d) funding the 2021 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 2021 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 2021 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

Underwriter's Counsel Fee	
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/OIP] and less an Underwriter's discount of $[UD].

Number	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 2021 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 2021 Bonds to be selected by lot), at the Redemption Price of the principal amount of the 2021 Bonds or portions thereof to be redeemed, plus accrued interest to the redemption date.

Mandatory Redemption.    The 2021 Bonds are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2021 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date on May 1 of the years and in the principal amounts set forth below:

$	Term Bond maturing May 1, 20 	

May 1
of the Year	Amortization Installment	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

$	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 2021 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 2021 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 2021 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 2021 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date, and if in part on a pro rata basis as calculated by the District

determined by the ratio of the Outstanding principal amount of each maturity of the 2021 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding 2021 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2, by application of moneys transferred from the 2021 Acquisition and Construction Account to the 2021 Prepayment Subaccount of the 2021 Redemption Account in accordance with the terms of the Indenture; or

amounts are deposited into the 2021 Prepayment Subaccount of the 2021 Redemption Account from the prepayment of Series 2021 Assessments and from amounts deposited into the 2021 Prepayment Subaccount from the 2021 Reserve Account; or

when the amount on deposit in the 2021 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all 2021 Bonds then Outstanding as provided in the Supplemental Indenture.

Except as otherwise provided in the Indenture, if less than all of the 2021 Bonds subject to redemption shall be called for redemption, the particular maturities of such 2021 Bonds or portions of particular maturities of such 2021 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 2021 Bonds divided by the aggregate principal amount of Outstanding 2021 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 Sarasota/Manatee Counties, Florida

MBS Capital Markets, LLC Winter Park, Florida

$[Bond Amount]
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2)

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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the "Series 2021 Bonds"). The Series 2021 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 [July 9], 2021 (collectively, the "Resolution"). The Series 2021 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 2021 Bonds by a Thirty-Fourth Supplemental Trust Indenture dated as of [August] 1, 2021 (the "Thirty- Fourth 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 2021 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 2021 BONDS" (other than the subsection "Book-Entry Only System"), "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2021 BONDS" (excluding statements contained in the subsections "Agreement for Assignment of Development Rights," "Completion Agreement" and "True-Up Agreement," as to which no view is expressed), "COLLECTION OF SERIES 2021 ASSESSMENTS," and

"FUNDS AND ACCOUNTS" and believe that insofar as such statements purport to summarize certain provisions of the Indenture and the Series 2021 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
Sarasota/Manatee 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 2021 (The Isles at Lakewood Ranch Project – Phase 2)
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 2021 (The Isles at Lakewood Ranch Project – Phase 2) ("Bonds"). This letter is delivered to you pursuant to Section 207 of the Master Indenture (defined below), Section 207 of the Supplemental Trust Indenture (defined below), and Section 9 of the Bond Purchase Contract (referenced below), and is effective as of the date written above. Each capitalized term not otherwise defined herein has the meaning given to it in the Indenture (defined herein).

DOCUMENTS EXAMINED

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

Chapter 2005-338, Laws of Florida, effective as of June 17, 2005, as amended by Chapter 2009-263, Laws of Florida, effective as of June 16, 2009, Chapter 2018- 178, Laws of Florida, effective as of March 23, 2018, and Chapter 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-Fourth Supplemental  Trust Indenture, dated as of [August] 1, 2021 ("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 [July 9], 2021, respectively (collectively, "Bond Resolution");
the Engineer's Report – The Isles at Lakewood Ranch dated September 2018 and the [Supplemental Engineer's Report – The Isles at Lakewood Ranch –  Phase  2] dated [	], 2021 ("Engineer's Report"), which describes among other things, the "Project;"
the Master Assessment Methodology Report for Isles at Lakewood Ranch, dated September 7, 2018, and the [Supplemental Assessment Methodology Report for The Isles at Lakewood Ranch Project Area – Phase 2], dated	, 2021 (collectively, "Assessment Methodology");
Resolution Nos. 2018-27 and 2018-28 adopted by the District on September 7, 2018, Resolution No. 2019-01 adopted by the District on October 12, 2018, and
Resolution No.   2021-	adopted   by   the   District   on	, 2021
(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 Waldrop Engineering, P.A., as Landowner's Engineer;
certain certifications of Toll FL XIII Limited Partnership, 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 Hill Ward Henderson, Professional Association, 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 [Closing Date];
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	, 20 ;
the	Continuing	Disclosure	Agreement	between	the	District,	the Landowner, and the 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 (The Isles at Lakewood Ranch Project – Phase 2) executed by the Landowner, and dated [Closing Date]; 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 Landowner's 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 2021 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) –
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," "SUITABILITY FOR INVESTMENT," "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2021 BONDS – Agreement for Assignment of Development Rights, Completion Agreement, and True-Up Agreement," "ENFORCEMENT OF ASSESSMENT COLLECTIONS," "THE DISTRICT" (excluding the subcaption "District Manager"), "ASSESSMENT METHODOLOGY," "AGREEMENT BY THE STATE," "LEGALITY FOR INVESTMENT," CONTINUING DISCLOSURE" (as it relates to the District only), "LITIGATION – District," 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 2021 Trust Estate pledged for the payment of the debt service on the Bonds; (b) contesting or affecting 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 Landowner's 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 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.

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 WALDROP ENGINEERING, P.A.

[Closing Date]

Lakewood Ranch Stewardship District Sarasota/Manatee Counties, 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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the "Bonds")

Ladies and Gentlemen:
Waldrop Engineering, P.A. has prepared the Engineer's Report dated September 2018 and the Supplemental Engineer's Report dated June [ ], 2021 (collectively, the "Engineer's Report"), included as an appendix to the Limited Offering Memorandum (hereinafter defined). This Certificate is furnished pursuant to Section 9(c)(14) of the Bond Purchase Contract dated [BPA Date], between Lakewood Ranch Stewardship District (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 The Isles at Lakewood Ranch Project – Phase 2 and the Development, have been obtained or can reasonably be obtained in the ordinary course. The Isles at Lakewood Ranch Project – Phase 2 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 CAPITAL IMPROVEMENT PROGRAM" and in 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 Isles at Lakewood Ranch Project – Phase 2 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 The Isles at Lakewood Ranch Project – Phase 2 as described in the Limited Offering Memorandum, are, or will be, available as and when needed.

The portion of The Isles at Lakewood Ranch Project – Phase 2 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 Isles at Lakewood Ranch Project – Phase 2 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.

WALDROP ENGINEERING, P.A.

By:	 Name:	 Title: 	

EXHIBIT F

FORM OF CERTIFICATE OF DEVELOPER

[Closing Date]

Lakewood Ranch Stewardship District
c/o PFM Group Consulting 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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the "Bonds")

The undersigned, a duly authorized representative of TOLL FL XIII LIMITED PARTNERSHIP, a Florida limited partnership (the "Developer") hereby certifies that:

This Certificate is furnished pursuant to Section 9(c)(15) 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 Developer is a Florida limited partnership organized, existing and in good standing under the laws of the State of Florida and has the power to conduct its business, including development of the Development 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 Developer or the Development), "BONDOWNERS' RISKS" (to the extent it describes the Developer or the Development), "THE DEVELOPMENT," "THE DEVELOPER," "LITIGATION – Developer" and, as it relates to the Developer, "CONTINUING DISCLOSURE" 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. The Developer 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 Developer 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 Developer or the Development, or to omit to state a material fact relating to the Developer or the Development necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Developer 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 Developer 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, the Declaration of Consent and the Continuing Disclosure Agreement (collectively, the "Developer Documents"), is a valid and binding obligation of the Developer, enforceable against the Developer 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 Developer of the Developer Documents does not violate the Developer organizational documents or any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which the Developer is a party. The Developer has reviewed and approved the Developer Documents.

All information provided by the Developer 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 Developer 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 therein, in light of the circumstances under which they were made, not misleading. There is no litigation threatened or pending against the Developer which may result in any material adverse change in the business, properties, assets or financial condition of the Developer.

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

The Developer consents to the levy of the Series 2021 Assessments on the lands in the District owned by the Developer. The levy of the Series 2021 Assessments on the lands in the District owned by the Developer will not conflict with or constitute a breach of or default under any agreement, mortgage, lien or other instrument to which the Developer 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 Development and The Isles at Lakewood Ranch Project – Phase 2 in accordance with the description thereof in the Limited Offering Memorandum and the Engineer's Report attached thereto. The Developer is proceeding in its normal course of business to develop the Development. 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 Developer (or any basis therefor) (a) seeking to restrain or enjoin the execution or delivery of Developer Documents, (b) contesting or affecting the validity or enforceability of the Developer 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 Developer, or of the Developer's business, assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Developer or the Development as described in the Limited Offering Memorandum.

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

There are no mortgages or similar liens on the real property owned or to be owned by the Developer within the area subject to the Series 2021 Assessments as of the date hereof other than as disclosed in the Limited Offering Memorandum.

All 2020 and prior years taxes relating to the lands in the District owned by the Developer 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 Development, as such is described in the Limited Offering Memorandum, are, or will be, available as and when needed. The lands in the Development 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 Development 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 Development (including infrastructure improvements needed for the Development not included in The Isles at Lakewood Ranch Project – Phase 2) as described in the Limited Offering Memorandum.

The Developer acknowledges that it will have no rights under Chapter 170, Florida Statutes, as amended, to prepay, without interest, the Series 2021 Assessments imposed on lands in the District owned by it within thirty (30) days following completion of The Isles at Lakewood Ranch Project – Phase 2 and acceptance thereof by the District.

The Developer 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 2021 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.

As described in the Limited Offering Memorandum, the Developer has complied 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 Developer for real property to be encumbered by Series 2021 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 Developer 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 Developer 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 Developer 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 Developer does not, on the date hereof, and will not at the time of such consummation, to the Developer's knowledge, conflict with or constitute on the part of the Developer 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 Developer is not in material default under the Developer Documents or any resolution, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Developer is subject, or by which its properties are or may be bound, which would have a material adverse effect on the Development.

The Developer is complying in all material respects with all provisions of applicable law in all material matters relating to the Development 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 Developer hereby certifies that (a) the lands in the Development have the appropriate governmental approvals to permit the development of the Development, (b) the Developer 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 Isles CIP as described in the Limited Offering Memorandum and all appendices thereto or the Developer's ability to complete the Development 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 Development, all of which conditions are within the control of the Developer, the Development 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 Developer which has not been disclosed to the Underwriter.

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

The Developer is not aware of any condition related to The Isles at Lakewood Ranch Project – Phase 2 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 Developer is not in default of any obligations to pay special assessments.

There has been no action taken by or omitted by the Developer 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 Isles at Lakewood Ranch Project – Phase 2 (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 Developer acknowledges and consents to those provisions of the Purchase Contract which reference it.

The Developer recognizes that the certifications, representations and warranties provided by the Developer 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 Development, and for the Underwriter to underwrite and purchase the Bonds. The Developer 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.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has executed this certificate for and on behalf of the Developer as of the date set forth above.

TOLL FL XIII LIMITED PARTNERSHIP,
a Florida limited partnership

By:	 Name:	 Title:  	

EXHIBIT G

FORM OF OPINION OF COUNSEL TO DEVELOPER

[TO COME]

EXHIBIT H
FORM OF ISSUE PRICE CERTIFICATE LAKEWOOD RANCH STEWARDSHIP DISTRICT
$[Bond Amount] Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2)

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.

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.

Defined Terms.

District means Lakewood Ranch Stewardship District.

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).

Reserve Account. A reserve account in an amount equal to the 2021 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 I

FORM OF CERTIFICATE OF DISTRICT MANAGER

Lakewood Ranch Stewardship District Sarasota/Manatee Counties, Florida

MBS Capital Markets, LLC Winter Park, Florida

U.S. Bank National Association Fort Lauderdale, Florida

Ladies and Gentlemen:

We have acted as district manager ("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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (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 Isles at Lakewood Ranch Project – Phase 2 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 captions "THE DISTRICT," ASSESSMENT METHODOLOGY," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE" (as it relates to the District), "FINANCIAL STATEMENTS," "LITIGATION – District," "DISCLOSURE OF MULTIPLE ROLES," CONTINGENT AND OTHER FEES," "MUNICIPAL ADVISOR," and in APPENDIX F – Audited Financial Statements of the District for the Fiscal Year Ended September 30, 2020, 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 J

FORM OF OPINION OF COUNSEL TO SMR

[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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the "Bonds")

Ladies and Gentlemen:

I am counsel to Schroeder – Manatee Ranch, Inc., a Delaware corporation ("SMR"). I have served as counsel to SMR 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 SMR, I have examined such documents and have made such examination of laws as I have deemed necessary or appropriate in rendering the opinions set forth below.

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

SMR is a Delaware Corporation, duly organized and lawfully existing and duly qualified to do business in the State of Florida. SMR has all requisite power and authority to conduct its business as described in the Limited Offering Memorandum.

The lands within the Development are completely vested and zoned for their intended use as described in the Limited Offering Memorandum.

To my knowledge, the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the headings "LAKEWOOD RANCH," "LITIGATION – SMR" and "THE DEVELOPMENT – Entitlements and Zoning" 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.

This opinion is solely for the benefit of the addressee 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,

[Daniel J. Perka] General Counsel

EXHIBIT C

FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED JULY [  ], 2021

NEW ISSUE – BOOK-ENTRY ONLY	NOT RATED LIMITED OFFERING

In the opinion of  Bryant  Miller  Olive  P.A.,  Orlando,  Florida,  Bond  Counsel, assuming compliance by the District with certain covenants, under existing statutes, regulations, and judicial decisions, the interest on the 2021 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 2021 Bonds.

$[Bond Amount]*
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2)
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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the "2021 Bonds") in fully registered form, without coupons, in denominations of $5,000 or any integral multiple thereof; provided that delivery of the 2021 Bonds to the initial Beneficial Owners shall be in initial minimum principal amounts of $100,000 and integral multiples of $5,000 in excess thereof.   The 2021 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 2021 Bonds will be made in book-entry form and purchasers of beneficial interests in the 2021 Bonds will not receive physical 2021 Bond certificates. For so long as the book-entry system is maintained, the principal of, premium, if any, and interest on the 2021 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 Direct Participants (herein defined) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the Direct Participants and Indirect Participants (herein defined), as more fully described herein. Any purchaser, as a Beneficial Owner of a 2021 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 2021 Bond. Interest on the 2021 Bonds is payable on each May 1 and November 1, commencing November 1, 2021, and will be computed on the basis of a 360- day year of twelve 30-day months. See "DESCRIPTION OF THE 2021 BONDS" herein.

Proceeds of the 2021 Bonds will be used to (a) finance the Cost of the acquisition or construction of The Isles at Lakewood Ranch Project – Phase 2 (herein defined), (b) pay certain costs associated with the issuance of the 2021 Bonds, (c) pay the interest to become due on the 2021 Bonds on November 1, 2021, and (d) fund the 2021 Reserve Account. 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 2021 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 successor trustee, as supplemented by a Thirty-Fourth Supplemental Trust Indenture dated as of [August] 1, 2021, 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 2021 Bonds shall be payable solely from, and shall be secured solely by, the revenues derived by the District from the Series  2021 Assessments (the "2021 Pledged Revenues") and the Funds and Accounts (except for the 2021 Rebate Account and the 2021 Costs of Issuance Account) established by the Supplemental Indenture (the "2021 Pledged Funds"). The 2021 Pledged Revenues and 2021 Pledged Funds collectively comprise the "2021 Trust Estate."
The 2021 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 2021 BONDS – Redemption Provisions" herein.
NEITHER THE 2021 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 2021 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 2021 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2021 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2021 TRUST ESTATE PLEDGED TO THE 2021 BONDS, ALL AS PROVIDED IN THE INDENTURE AND THE 2021 BONDS.
INVESTMENT IN THE 2021 BONDS POSES CERTAIN RISKS AND THE 2021 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 2021 BONDS TO ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. THE LIMITATION OF THE INITIAL OFFERING OF 2021 BONDS TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFERS IN ANY SECONDARY MARKET FOR THE 2021 BONDS. THE 2021 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 2021 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 2021 BONDS HAD

APPLICATION BEEN MADE. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE 2021 BONDS.
This cover page contains certain information for quick reference only. It is not a summary of the 2021 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 2021 Term Bond Due May 1, 20    Yield	% Price     CUSIP No.†
$	% Term 2021 Term Bond Due May 1, 20    Yield	% Price     CUSIP No.†
$	% Term 2021 Term Bond Due May 1, 20    Yield	% Price     CUSIP No.†
$	% Term 2021 Term Bond Due May 1, 20    Yield	% Price     CUSIP No.†

The 2021 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 2021 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 Developer by its counsel, Hill, Ward & Henderson, Professional Association, Tampa, Florida, for SMR 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 2021 Bonds.  It is expected that the 2021 Bonds will be available for delivery through the facilities of The Depository Trust Company on or about	, 2021.
MBS Capital Markets, LLC
Dated:	, 2021

*    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 2021 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 2021 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, Chairman
Tony Chiofalo, Vice Chairman/Assistant Secretary Scott Almand, Treasurer/Assistant Secretary
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

PROJECT ENGINEER

Waldrop Engineering, P.A. Bonita Springs, 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 2021 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.
The information set forth herein has been obtained from the Developer, SMR, the District, the District Manager, the Project Engineer, the Assessment Consultant (each as defined herein) 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 Developer, SMR, the District, the District Manager, the Project 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 Developer, or SMR or in the status of the Development or the Isles CIP (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 2021 Bonds from its own funds, assets or corporate capital or to make inquiry regarding, or investigate the use of, amounts disbursed from the 2021 Trust Estate.
The 2021 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 2021 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 2021 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 2021 Assessments, and various other factors which may be beyond the District's, the Developer's and SMR's control. Because the District, the Developer and SMR cannot predict all factors that may affect future decisions, actions, events or financial circumstances, what actually happens may be different from what is included in forward- looking statements. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The District, the Developer and SMR do not plan to issue any updates or revisions to those forward-looking statements if or when any of its expectations, 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 2021 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 2021 Bonds	i
Purpose of the 2021 Bonds	ii
The Development	ii
Security for the 2021 Bonds	ii
INTRODUCTION	1
SUITABILITY FOR INVESTMENT	3
DESCRIPTION OF THE 2021 BONDS	3
General	3
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 2021 BONDS	12
General	12
Enforcement and Collection of Series 2021 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	19
True-Up Agreement	19
COLLECTION OF SERIES 2021 ASSESSMENTS	19
ENFORCEMENT OF ASSESSMENT COLLECTIONS	19
General	19
Direct Billing & Foreclosure Procedure	20
Uniform Method Procedure	21
FUNDS AND ACCOUNTS	24
General	24
Acquisition and Construction Fund	24
2021 Reserve Account	25
Application of Prepayment Principal	26
Tax Covenants and Rebate Account	26
2021 Revenue Account	26
BONDOWNERS' RISKS	28
Limited Pledge	29
Concentration of Land Ownership and Bankruptcy Risks	29
Delay and Discretion Regarding Remedies	30
Limitation on Funds Available to Exercise Remedies	30
Determination of Land Value upon Default	30

Landowner Challenge of Assessed Valuation	31
Failure to Comply with Assessment Proceedings	31
Other Taxes and Assessments	31
Limited Secondary Market	32
Inadequacy of 2021 Reserve Account	32
Regulatory and Environmental Risks	32
Economic Conditions	33
Cybersecurity	33
Infectious Viruses and/or Diseases	33
Damage to District from Natural Disasters	34
Completion of Isles CIP	34
District May Not be Able to Obtain Permits	34
Interest Rate Risk; No Rate Adjustment for Taxability	34
IRS Examination and Audit Risk	35
Legislative Proposals and State Tax Reform	37
Loss of Exemption from Securities Registration	37
Performance of District Professionals	38
No Credit Enhancement	38
Mortgage Default and FDIC	38
THE DISTRICT	38
General	38
Governance	38
Legal Powers and Authority	40
District Manager	41
Outstanding Debt of the District	41
THE CAPITAL IMPROVEMENT PROGRAM	43
ASSESSMENT METHODOLOGY	44
LAKEWOOD RANCH	45
General	45
Existing Development	46
THE DEVELOPMENT	62
General	62
Land Acquisition/Development Financing	62
Entitlements and Zoning	63
Permitting	66
Environmental Matters	66
Product Type/Phasing	66
Assessment Area	67
Product Offerings/Pricing	67
Home Construction/Sales Activity	68
Projected Absorption	68
Recreational Amenities	68
Utilities	68
Schools	68
Marketing	69
Fees and Assessments	69
Competition	70
THE DEVELOPER	70
TAX MATTERS	71

General	71
Information Reporting and Backup Withholding	72
Other Tax Matters Relating to the 2021 Bonds	72
Tax Treatment of Original Issue Discount	74
Tax Treatment of Bond Premium	75
AGREEMENT BY THE STATE	75
LEGALITY FOR INVESTMENT	75
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	75
CONTINUING DISCLOSURE	76
FINANCIAL STATEMENTS	77
ENFORCEABILITY OF REMEDIES	77
LITIGATION	77
District	77
Developer	78
SMR	78
NO RATING OR CREDIT ENHANCEMENT	78
UNDERWRITING	78
DISCLOSURE OF MULTIPLE ROLES	78
EXPERTS AND CONSULTANTS	78
CONTINGENT AND OTHER FEES	79
LEGAL MATTERS	79
MUNICIPAL ADVISOR	79
VALIDATION	80
MISCELLANEOUS	80

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, 2020

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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the "2021 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 2021 BONDS. INVESTMENT IN THE 2021 BONDS POSES CERTAIN RISKS AND THE
2021 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 2021 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 2021 Bonds

The 2021 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 in trust to Wachovia Bank, National Association, as trustee (the "Trustee"), as supplemented by a Thirty-Fourth Supplemental Trust Indenture dated as of [August] 1, 2021, 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 2021 Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof; provided that delivery of the 2021 Bonds to the initial Beneficial Owners shall be in initial minimum principal amounts of
$100,000 and integral multiples of $5,000 in excess thereof. The 2021 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 30-day months, payable on each May 1 and November 1 commencing November 1, 2021. The 2021 Bonds are subject to optional, mandatory and extraordinary

mandatory redemption prior to their stated dates of maturity, as provided herein.	See "DESCRIPTION OF THE 2021 BONDS" herein.

Purpose of the 2021 Bonds

The 2021 Bonds are being issued in order to provide funds to (a) finance the Cost of the acquisition or construction of The Isles at Lakewood Ranch Project – Phase 2 (herein defined), (b) pay certain costs associated with the issuance of the 2021 Bonds, (c) pay the interest to become due on the 2021 Bonds on November 1, 2021, and (d) fund the 2021 Reserve Account. See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS"
herein.

The Development

The Isles at Lakewood Ranch (the "Development") encompasses approximately 339 gross acres situated in the southeastern portion of the District and Lakewood Ranch, just north of University Parkway and west of Lorriane Road. Designed as a luxury residential community, the Development is planned to include 445 single-family units featuring resort- style amenities. Pursuant to the Assessment Report (herein defined), as parcels of land in the Development are sold by the Developer (herein defined) or platted, the Series 2021 Assessments will be allocated based upon the amount of development entitlements transferred or units platted. See "ASSESSMENT METHODOLOGY" herein and "APPENDIX B – Assessment Report" attached hereto.

Security for the 2021 Bonds

The principal of and interest on the 2021 Bonds shall be payable solely from, and shall be secured solely by, the revenues derived by the District from the Series  2021 Assessments (the "2021 Pledged Revenues") and the Funds and Accounts (except for the 2021 Rebate Account and 2021 Costs of Issuance Account) established by the Supplemental Indenture (the "2021 Pledged Funds"). The 2021 Pledged Revenues and the 2021 Pledged Funds collectively comprise the "2021 Trust Estate."

[End of Summary Statement]

LIMITED OFFERING MEMORANDUM

relating to

$[Bond Amount]*
LAKEWOOD RANCH STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2)

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 the Lakewood Ranch Stewardship District (the "District") of its $[Bond Amount]* Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the "2021 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") for the purpose, among other things of financing and managing the acquisition, construction, maintenance, and operation of the major infrastructure within the boundaries of 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, streetlights, 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 2021 Bonds is a portion of the area known as The Isles at Lakewood Ranch (the "Development"), an area of approximately 339 gross acres located in Manatee County, Florida (the "County") in the southeastern portion of the District.

The 2021 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 in trust to Wachovia Bank, National Association, as trustee (the "Trustee"), as supplemented by a Thirty-Fourth Supplemental Trust

* Preliminary, subject to change.

Indenture dated as of [August] 1, 2021, 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 2021 Bonds shall be payable solely from, and shall be secured solely by, the revenues derived by the District from the Series 2021 Assessments (the "2021 Pledged Revenues") and the Funds and Accounts (except for the 2021 Rebate Account and 2021 Costs of Issuance Account) established by the Supplemental Indenture (the "2021 Pledged Funds"). The 2021 Pledged Revenues and the 2021 Pledged Funds collectively comprise the "2021 Trust Estate."

NEITHER THE 2021 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 2021 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 2021 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2021 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2021 TRUST ESTATE PLEDGED TO THE 2021 BONDS, ALL AS PROVIDED IN THE INDENTURE AND THE 2021 BONDS.

Proceeds of the 2021 Bonds will be used to (a) finance the Cost of the acquisition or construction of The Isles at Lakewood Ranch Project – Phase 2 (hereinafter defined), (b) pay certain costs associated with the issuance of the 2021 Bonds, (c) pay the interest to become due on the 2021 Bonds on November 1, 2021, and (d) fund the 2021 Reserve Account. See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein.

INVESTMENT IN THE 2021 BONDS POSES CERTAIN RISKS AND THE 2021 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL POTENTIAL INVESTORS. SEE "SUITABILITY FOR INVESTMENT" AND "BONDOWNERS' RISKS" HEREIN.

THE 2021 BONDS ARE NOT CREDIT ENHANCED AND ARE NOT RATED. PROSPECTIVE INVESTORS IN THE 2021 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 Development, the Isles CIP (hereinafter defined), the 2021 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 2021 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 2021 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 2021 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 2021 Bonds. Prospective investors in the 2021 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 2021 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 2021 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 2021 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 2021 BONDS

General

The 2021 Bonds are issuable only in fully registered form, in denominations of
$5,000 or any integral multiple thereof; provided that delivery of the 2021 Bonds to the initial Beneficial Owners shall be in initial minimum principal amounts of $100,000 and

integral multiples of $5,000 in excess thereof.   The 2021 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 2021 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 2021 Bond has been paid, in which event such 2021 Bond shall bear interest from its date of authentication, or (b) is prior to the first Interest Payment Date for the 2021 Bonds, in which event such 2021 Bond shall bear interest from its date.   Interest on the 2021 Bonds shall be due and payable on each May 1 and November 1, commencing November 1, 2021, and shall be computed on the basis of a 360-day year of twelve 30-day months.

The 2021 Bonds shall be initially issued in the form of a separate single certificated fully registered 2021 Bond for each maturity thereof. Upon initial issuance, the ownership of each such 2021 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 ("DTC"), New York, New York, the initial Bond Depository. Except as provided in the Indenture, all of the Outstanding 2021 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 2021 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 2021 Bonds to be selected by lot), at the Redemption Price of the principal amount of the 2021 Bonds or portions thereof to be redeemed, plus accrued interest to the redemption date.

Mandatory Redemption.    The 2021 Bonds are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2021 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:

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$	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

$	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 2021 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 2021 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 2021 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 2021 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date, and if in part on a pro rata basis as calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of the 2021 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding 2021 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2, by application of moneys transferred from the 2021 Acquisition and Construction Account to the 2021 Prepayment Subaccount of the 2021 Redemption Account in accordance with the terms of the Indenture; or

amounts are deposited into the 2021 Prepayment Subaccount of the 2021 Redemption Account from the prepayment of Series 2021 Assessments and from amounts deposited into the 2021 Prepayment Subaccount from the 2021 Reserve Account; or

when the amount on deposit in the 2021 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all 2021 Bonds then Outstanding as provided in the Supplemental Indenture.

Except as otherwise provided in the Indenture, if less than all of the 2021 Bonds subject to redemption shall be called for redemption, the particular maturities of such 2021 Bonds or portions of particular maturities of such 2021 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 2021 Bonds divided by the aggregate principal amount of Outstanding 2021 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 2021 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 2021 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 2021 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 2021 Bonds or such portions thereof on such date, interest on such 2021 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2021 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 2021 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 2021 Bonds. The 2021 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 2021 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 2021 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such 2021 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2021 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 2021 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 2021 Bonds, except in the event that use of the book-entry system for the 2021 Bonds is discontinued.

To facilitate subsequent transfers, all 2021 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 2021 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 2021 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2021 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 2021 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such 2021 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 2021 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 2021 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the 2021 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 2021 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 2021 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, 2021 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, 2021 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 2021 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 2021 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.

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ESTIMATED SOURCES AND USES OF BOND PROCEEDS

Proceeds from the issuance and delivery of the  2021 Bonds are expected to be applied as follows:

Source of Funds
Par Amount of 2021 Bonds
Less/Plus Original Issue Discount/Premium

Total Sources

Uses of Funds
Deposit to 2021 Acquisition and Construction Account Deposit to 2021 Reserve Account
Deposit to 2021 Capitalized Interest Account(1) Deposit to 2021 Costs of Issuance Account(2) Underwriter's Discount
Total Uses

(1)	Represents capitalized interest on the 2021 Bonds through November 1, 2021.
(2)	Costs of issuance include, without limitation, legal fees and other costs associated with the issuance of the 2021 Bonds.

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DEBT SERVICE REQUIREMENTS

The following table sets forth the scheduled debt service on the 2021 Bonds:

Period Ending November 1st	
Principal	
Interest	
Total Debt Service	

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SECURITY FOR AND SOURCE OF PAYMENT OF THE 2021 BONDS

General

The 2021 Bonds are payable from and secured by the revenues derived by the District from the Series 2021 Assessments and amounts in the Funds and Accounts (except for the 2021 Rebate Account and the 2021 Costs of Issuance Account) established by the Indenture. Series 2021 Assessments will be levied and collected on the lands within the District that receive a special benefit from The Isles at Lakewood Ranch Project – Phase 2, 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 2021 Assessments represent an allocation of the costs of The Isles at Lakewood Ranch Project – Phase 2, including bond financing costs, to such benefited land within the District in accordance with the Assessment Report, attached hereto as composite APPENDIX B and certain resolutions of the District with respect to the Series 2021 Assessments (the "Assessment Proceedings").

The Indenture provides that the pledge of the 2021 Trust Estate shall be valid and binding from and after the date of initial delivery of the 2021 Bonds, and the proceeds of sale of the 2021 Bonds (excluding amounts deposited into the 2021 Costs of Issuance Account) and Series 2021 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 2021 Trust Estate shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the District or the Trustee, irrespective of whether such parties have notice thereof.

NEITHER THE 2021 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 2021 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 2021 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2021 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2021 TRUST ESTATE PLEDGED TO THE 2021 BONDS, ALL AS PROVIDED IN THE INDENTURE AND THE 2021 BONDS.

Enforcement and Collection of Series 2021 Assessments

The primary source of payment for the 2021 Bonds are the revenues derived by the Series 2021 Assessments imposed on each landowner within the District which are specially benefited by The Isles at Lakewood Ranch Project – Phase 2. To the extent that landowners fail to pay such Series 2021 Assessments, delay payments, or are unable to pay

such Series 2021 Assessments, the successful pursuit of collection procedures available to the District is essential to continued payment of principal of and interest on the 2021 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 2021 Assessments also consist of amounts received from any foreclosure or other court proceeding for the enforcement of collection of the Series 2021 Assessments or from the issuance and sale of tax certificates with respect to such Series 2021 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 2021 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 2021 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 2021 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 2021 Assessments shall be in the manner directed by the Majority Owners. See also "COLLECTION OF SERIES 2021 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 2021 Assessment, then such Series 2021 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 2021 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 2021 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 Section 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 provisions 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 2021 Bonds may not be accelerated except to the extent the Series 2021 Assessments have been accelerated.

Pursuant to the Supplemental Indenture, if any property shall be offered for sale for the nonpayment of any Series 2021 Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Series 2021 Assessment when it might have done so, the District has covenanted to either (a) take all necessary steps to cause a new Series 2021 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 2021 Assessment from legally available moneys, which moneys shall be deposited into the 2021 Revenue Account. In case any such subsequent Series 2021 Assessment shall also be annulled, the District shall obtain and make other Series 2021 Assessments until a valid Series 2021 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 2021 Assessments may pay the entire balance of the Series 2021 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 Developer (hereinafter defined) 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 2021 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 2021 Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Trustee, the 2021 Bonds or the Series 2021 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 2021 Bonds or for as long as any 2021 Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the 2021 Bonds or the Series 2021 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 2021 Bonds were issued by the District, the Owners of the 2021 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 2021 Assessments, the 2021 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 2021 Assessments, the 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 Bonds, the District shall not, while any 2021 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the 2021 Trust Estate. The District further covenants and agrees in the Supplemental Indenture that, so long as the 2021 Bonds are Outstanding, it will not impose Assessments for capital projects on any lands subject to the Series 2021 Assessments without the written consent of the Majority Owners; provided, however, that such consent shall not be required in the event that the Series 2021 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. In the absence of its receipt of such certificate, the Trustee may conclusively rely that the Series 2021 Assessments have not 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 subject to the Series 2021 Assessments which the District certifies are necessary for health, safety and welfare reasons, or to remediate a natural disaster without the consent of the Majority Owners. "Substantially Absorbed" is defined in the Supplemental Indenture to mean the date on which the principal amount of the Series 2021 Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the 2021 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 2021 ASSESSMENTS PLEDGED AS SECURITY FOR THE 2021 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 2021 ASSESSMENTS SECURING THE 2021 BONDS. See "–
Enforcement and Collection of Series 2021 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 2021 Bonds:

any payment of Debt Service on the 2021 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 Isles CIP;

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 2021 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 2021 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 2021 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 2021 Reserve Account in an amount greater than twenty-five percent (25%) of the 2021 Reserve Account Requirement to pay Debt Service on the 2021 Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners, actually withdraw such funds from the 2021 Reserve Account to pay Debt Service on the 2021 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 2021 Assessments collected directly by the District when due, that the entire Series 2021 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 2021 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 2021 Bonds, the Developer and the District will enter into a Collateral Assignment and Assumption of Development and Contract Rights (the "Assignment Agreement"). The Assignment Agreement provides, among other things, that in the event the Developer defaults in the payment of Series 2021 Assessments levied on lands owned by the Developer, the District may exercise its remedial rights thereunder.   Pursuant to the Assignment Agreement, the Developer agrees, subject to the provisions of the Assignment Agreement, to collaterally assign to the District all of its development rights and contract rights relating to lands benefited by The Isles at Lakewood Ranch Project – Phase 2 (the "Development and Contract Rights") as security for the Developer's payment and performance and discharge of its obligation to pay the Series 2021 Assessments levied against the lands owned by the Developer within the Development. Such Development and Contract Rights specifically exclude any such portion of the Development and Contract Rights which relate solely to any property which has been conveyed 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 Development, if any.

Completion  Agreement

The District and the Developer have entered into an agreement (the "Completion Agreement") pursuant to which the Developer has agreed to provide funds to complete the Isles CIP to the extent that proceeds of the 2021 Bonds and any other debt of the District issued for the purpose of funding the Isles CIP 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 2021 Bonds, the District and the Developer will enter into an agreement pursuant to which the Developer agrees to timely pay all Series 2021 Assessments on lands owned by the Developer within the Development and to pay when requested by the District any amount of Series 2021 Assessments allocated to unplatted acres in excess of the allocation in place at the time of issuance of the 2021 Bonds.

COLLECTION OF SERIES 2021 ASSESSMENTS

As stated above, the Indenture provides that the District shall not be required to collect Series 2021 Assessments using the Uniform Method until such time as the property subject to such Series 2021 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 collection of Series 2021 Assessments shall be 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 2021 Assessments and to levy the Series 2021 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 2021 Bonds, when due.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

General

The primary source of payment for the 2021 Bonds is the collection of Series 2021 Assessments (referred to herein as "Special Assessments") imposed on certain lands in the District specially benefited by The Isles at Lakewood Ranch Project – Phase 2 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 2021 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 2021 Bonds.

For the Special Assessments to be valid, the Special Assessments must meet two requirements: (a) the benefit from The Isles at Lakewood Ranch Project – Phase 2 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 Developer 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 2021 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 2021 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
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 2021 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 2021 Acquisition and Construction Account and (ii) a 2021 Costs of Issuance Account; (b) within the Debt Service Fund, (i) a 2021 Sinking Fund Account, (ii) a 2021 Interest Account, (iii) a 2021 Capitalized Interest Account, and (iv) a 2021 Redemption Account and therein a 2021 Prepayment Subaccount; (c) within the Reserve Fund, a 2021 Reserve Account, which 2021 Reserve Account shall be held for the benefit of all of the 2021 Bonds, without distinction as to 2021 Bonds and without privilege or priority of one 2021 Bond over another; (d) within the Revenue Fund, a 2021 Revenue Account; and (e) within the Rebate Fund, a 2021 Rebate Account.

Acquisition and Construction Fund

2021 Acquisition and Construction Account. Amounts on deposit in the 2021 Acquisition and Construction Account shall be applied to pay the Costs of The Isles at Lakewood Ranch Project – Phase 2 upon compliance with the requirements of the requisition provisions set forth in the Indenture. Any balance remaining in the 2021 Acquisition and Construction Account after the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2 and after retaining the amount, if any, of all remaining unpaid Costs of The Isles at Lakewood Ranch Project – Phase 2 set forth in the Engineer's Certificate establishing such Date of Completion, shall be transferred to and deposited in the 2021 Prepayment Subaccount of the 2021 Redemption Account and applied to the extraordinary mandatory redemption of the 2021 Bonds in the manner prescribed in the Supplemental Indenture. At such time as there are no amounts on deposit in the 2021 Acquisition and Construction Account, such account shall be closed.

Upon the occurrence of an Event of Default, moneys in the Series 2021 Acquisition and Construction Account and the 2021 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.

2021 Costs of Issuance Account. Amounts deposited in the 2021 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 2021 Bonds. After [December 1, 2021], any amounts deposited in the 2021 Costs of Issuance Account for which there is not pending with the Trustee a requisition shall be transferred to the 2021 Reserve Account if there is any deficiency therein and the remainder to the 2021 Acquisition and Construction Account if the Date of Completion has not yet occurred and if the Date of Completion has already occurred to the 2021 Revenue Account and the 2021 Costs of Issuance Account shall be closed.

2021 Reserve Account

The 2021 Reserve Account will, at the time of delivery of the 2021 Bonds, be funded from a portion of the proceeds of the 2021 Bonds in an amount equal to the 2021 Reserve Account Requirement for the 2021 Bonds. "2021 Reserve Account Requirement" is defined in the Supplemental Indenture to 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 2021 Bonds is $	. See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein. Amounts on deposit in the 2021 Reserve Account, except as provided elsewhere in the Indenture, shall be used only for the purposes set forth in Section 609 of the Supplemental Indenture and for making payments into the 2021 Interest Account and the 2021 Sinking Fund Account to pay the 2021 Bonds, without distinction as to 2021 Bonds and without privilege or priority of one 2021 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 Interest Payment Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2021 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in such account, from the first legally available sources of the District. Any excess monies in the 2021 Reserve Account (except excess from investment earnings), shall be deposited in the 2021 Acquisition and Construction Account until the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2 and after the Date of Completion of The Isles at Lakewood Ranch Project – Phase 2 shall be deposited in the 2021 Prepayment Subaccount. Unless and until the Trustee receives the Engineer's Certificate establishing the Date of Completion has occurred, the Trustee may rely that such condition has not occurred.

All earnings on investments in the 2021 Reserve Account, provided no deficiency exists in the 2021 Reserve Account, shall until the Date of Completion be deposited to the 2021 Acquisition and Construction Account and then on and after the Date of Completion, shall be deposited to the 2021 Revenue Account. To the extent a deficiency exists in the 2021 Reserve Account, investment earnings in such account shall remain in that account. Such account shall consist only of cash and 2021 Investment Obligations.

Notwithstanding the foregoing, on the earliest date on which there is on deposit in the 2021 Reserve Account, sufficient monies, taking into account other monies available therefore, to pay and redeem all of the Outstanding 2021 Bonds, together with accrued interest, if any, on such 2021 Bonds to the earliest date of redemption, then the Trustee shall use the amount on deposit in the 2021 Reserve Account to pay and redeem all of the Outstanding 2021 Bonds on the earliest possible date.

The District may provide that the difference between the amounts on deposit in the 2021 Reserve Account and the 2021 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 2021 Bonds, the District may withdraw any or all of the amount of money on deposit in the 2021 Reserve Account and substitute in its place a Reserve Account Credit Instrument as described above in the face amount of such withdrawal and such withdrawn moneys shall, after payment of the premium for such Reserve Account Credit Instrument, be (a) until the Date of Completion, transferred to the Series 2021 Acquisition and Construction Account to be used to pay Costs of The Isles at Lakewood Ranch Project – Phase 2, (b) after the Date of Completion, transferred to the 2021 Prepayment Subaccount and used to redeem 2021 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 2021 Prepayment Subaccount of the 2021 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 2021 Prepayment Subaccount shall be applied to the redemption of the 2021 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 2021 Rebate Account) included as part of the closing transcript for the 2021 Bonds, as amended and supplemented from time to time in accordance with their terms.

2021 Revenue Account

The Trustee shall, except as provided in the Supplemental Indenture, deposit the 2021 Pledged Revenues to the 2021 Revenue Account and any other amounts or payments specifically designated by the District pursuant to a written direction for said purpose. The 2021 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 2021 Revenue Account 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 2021 Pledged Revenues with the Trustee together with a written accounting setting forth the amounts of such 2021 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 2021 Interest Account; (b) Assessment Principal, which shall be deposited into the 2021 Sinking Fund Account; (c) Prepayment Principal, which shall be deposited into the 2021 Prepayment Subaccount of the 2021 Redemption Account; (d) Delinquent Assessment Principal shall first be applied to restore the amount of any withdrawal from the 2021 Reserve Account to pay the principal of 2021 Bonds to the extent that less than the 2021 Reserve Account Requirement is on deposit in the 2021 Reserve Account, and, the balance, if any, shall be deposited into the 2021 Sinking Fund Account; (e) Delinquent Assessment Interest shall first be applied to restore the amount of any withdrawal from the 2021 Reserve Account to pay the interest on 2021 Bonds to the extent that less than the 2021 Reserve Account Requirement is on deposit in the 2021 Reserve Account, and, the balance, if any, shall be deposited into the 2021 Interest Account; and (f) the balance shall be deposited into the 2021 Revenue Account.

On the forty-fifth (45th) day preceding each May 1 and November 1 (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 2021 Prepayment Subaccount of the 2021 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 2021 Revenue Account to make the transfers required in the following paragraphs, from the 2021 Revenue Account for deposit into such 2021 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 2021 Bonds on the next succeeding Interest Payment Date in the maximum aggregate principal amount for which moneys are then on deposit in such 2021 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of 2021 Bonds as set forth in the Indenture. Interest due in regard to such extraordinary mandatory redemption shall be paid from the 2021 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 2021 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 2021 Interest Account, an amount equal to the amount of interest payable on all 2021 Bonds then Outstanding on such May 1 or November 1, less any other amount already on deposit in the 2021 Interest Account not previously credited. On November 1, 2021, the Trustee shall transfer from the 2021 Capitalized Interest Account to the 2021 Interest Account an amount equal to the lesser of the amount of interest due on the 2021 Bonds on such date or the amount on deposit in the 2021 Capitalized Interest Account. After November 1, 2021, any amounts in the Capitalized Interest Account shall be transferred to the 2021 Reserve Account if there is any deficiency therein and the remainder to the 2021 Acquisition and Construction Account if the Date of Completion has

not yet occurred and if the Date of Completion has already occurred, to the 2021 Revenue Account;

SECOND, on each May 1, commencing May 1, 20[22], to the 2021 Sinking Fund Account, an amount equal to the Amortization Installments or principal of 2021 Bonds due on such May 1, less any amounts already on deposit in such Account not previously credited;

THIRD, to the 2021 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the then applicable 2021 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the 2021 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 2021 Revenue Account to the 2021 Rebate Account established for the 2021 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 2021 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 2021 Revenue Account on such November 2 shall (a) before the Date of Completion, be transferred into the 2021 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 2021 Reserve Account shall be equal to the 2021 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 2021 Bonds, including the 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 2021 Bonds shall be invested only in 2021 Investment Obligations, and further, earnings on investments in the 2021 Acquisition and Construction Account, 2021 Costs of Issuance Account, 2021 Capitalized Interest Account and 2021 Revenue Account shall be retained as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the 2021 Sinking Fund Account, 2021 Interest Account and the 2021 Redemption Account including any subaccounts therein shall be deposited, as realized, to the credit of the 2021 Revenue Account and used for the purpose of such Account. Earnings on investments in the 2021 Reserve Account shall be applied as provided under "– 2021 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 2021 Bonds offered hereby. This section does not purport to summarize all risks that may be associated with purchasing or owning the 2021 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 2021 Bonds.

Limited Pledge

The principal security for the payment of Debt Service on the 2021 Bonds is the timely collection of the Series 2021 Assessments. The Series 2021 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 Developer or any subsequent landowner will be able to pay the Series 2021 Assessments or that they will pay such Series 2021 Assessments even though financially able to do so. Neither the Developer nor any subsequent landowner is a guarantor of payment of any Series 2021 Assessment and the recourse for the failure of the Developer or any subsequent landowner to pay the Series 2021 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 Isles at Lakewood Ranch Project – Phase 2. Furthermore, the District has not pledged the revenues, if any, from the operation of The Isles at Lakewood Ranch Project – Phase 2 as security for, or a source of payment of, the 2021 Bonds. The 2021 Bonds are payable solely from, and secured solely by, the 2021 Trust Estate, including the Series 2021 Assessments. The failure of the Developer or any subsequent landowner to pay the required Series 2021 Assessment on its property will not result in an increase in the amount of Series 2021 Assessments other landowners are or would be required to pay.

Concentration of Land Ownership and Bankruptcy Risks

Until further development takes place in the Development, payment of the Series 2021 Assessments is substantially dependent upon their timely payment by the Developer. In the event of the institution of bankruptcy or similar proceedings with respect to the Developer or any other subsequent significant owner of property subject to the Series 2021 Assessments, delays and impairment could occur in the payment of Debt Service on the 2021 Bonds as such bankruptcy could negatively impact the ability of (a) the Developer or any other landowner being able to pay the Series 2021 Assessments, (b) the County to sell tax certificates in relation to such property with respect to the Series 2021 Assessments being collected pursuant to the Uniform Method, and (c) the District's ability to enforce collection with respect to the Series 2021 Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the 2021 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 Developer or any other landowner, the remedies specified by federal, State and local law and in the Indenture and the 2021 Bonds, including, without limitation, enforcement of the obligation to pay Series 2021 Assessments and the ability of the District to foreclose the lien of the Series 2021 Assessments, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the

2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 Assessments. It is possible that the District will not have sufficient funds and will be compelled to request the Owners of the 2021 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 2021 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 Isles at Lakewood Ranch Project – Phase 2 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 2021 Assessments associated with it. To the extent that the realizable or market value of the land benefited by The Isles at Lakewood Ranch Project – Phase 2 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 2021 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 2021 Bonds.

Landowner Challenge of Assessed Valuation

Under Florida law, a landowner may contest the assessed valuation determined for its property that forms the basis of ad-valorem taxes such landowner must pay.   During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the Series 2021 Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to such Series 2021 Assessment, even though the landowner is not contesting the amount of the Series 2021 Assessment. However, Section 194.014, Florida Statutes, requires taxpayers challenging the assessed value of their property to pay all non-ad valorem taxes and at least seventy-five percent (75%) of their ad valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of an exemption or classification or a determination that their improvements were substantially complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they admit in good faith to be owing. If a taxpayer fails to pay property taxes as set forth above, the Value Adjustment Board considering the taxpayer's challenge is required to deny such petition by written decision by April 20 of such year.

Failure to Comply with Assessment Proceedings

The District is required to comply with statutory procedures in levying the Series 2021 Assessments. Failure of the District to follow these procedures could result in the Series 2021 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 Development to pay the Series 2021 Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of the Development, 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 Development, impose additional taxes or assessments on the property within the Development. County, municipal, school and special district taxes and assessments, including the Series 2021 Assessments, and any additional voter-approved ad valorem taxes, are payable at the same time when collected pursuant to the Uniform Method, except for partial payment schedules as may be provided by 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, such taxpayer cannot designate specific line items on the tax bill as deemed paid in full. Therefore, any failure by a landowner to pay any one line item, whether or not it is the Series 2021 Assessments, would result in such landowner's Series 2021 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 2021 Bonds.

As referenced herein, the Series 2021 Assessments are levied on lands within the Development that are also subject to O&M Assessments and HOA fees (each as hereinafter defined). See "THE DEVELOPMENT – Fees and Assessments" herein.

Limited Secondary Market

The 2021 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the 2021 Bonds in the event an Owner thereof determines to solicit purchasers of the 2021 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the 2021 Bonds may be sold. Such price may be lower than that paid by the current Owner of the 2021 Bonds, depending on the progress of the Development, existing market conditions and other factors.

Inadequacy of 2021 Reserve Account

Some of the risk factors described herein, if materialized, could result in a delay in the collection of the Series 2021 Assessments or a failure to collect the Series 2021 Assessments, but may not affect the timely payment of Debt Service on the 2021 Bonds because of the 2021 Reserve Account established by the District for the 2021 Bonds. However, the ability of the District to fund deficiencies caused by delinquent or delayed Series 2021 Assessments is dependent upon the amount, duration and frequency of such deficiencies or delays. If the District has difficulty in collecting the Series 2021 Assessments, the 2021 Reserve Account could be rapidly depleted and the ability of the District to pay Debt Service on the 2021 Bonds could be materially adversely affected. Owners should note that although the Indenture contains the 2021 Reserve Account Requirement for the 2021 Reserve Account, and a corresponding obligation on the part of the District to replenish such 2021 Reserve Account to the 2021 Reserve Account Requirement, the District does not have a designated revenue source for replenishing the 2021 Reserve Account. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2021 Assessments in order to provide for the replenishment of the 2021 Reserve Account.

Moneys on deposit in the 2021 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 2021 Reserve Account to make up deficiencies or delays in collection of Series 2021 Assessments.

Regulatory and Environmental Risks

The Development 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 Development.

The value of the land within the Development, the ability to complete the Isles CIP, and the likelihood of timely payment of Debt Service on the 2021 Bonds could be affected by environmental factors with respect to the lands in the Development, 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 Development or from surrounding property, and what effect such may have on the development of the lands within the Development. 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 Development. See "THE DEVELOPMENT – Environmental Matters" herein.

Economic Conditions

The proposed Development may be affected by changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Developer or the District. Although the Development 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.

Cybersecurity

The District relies on a technological environment to conduct its operations. The District, its agents and other third parties the District does business with or otherwise relies upon are subject to cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to such parties' digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurance can be given that any such attack(s) will not materially impact the operations or finances of the District, which could impact the timely payment of Debt Service on the 2021 Bonds.

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, 2021, as a pandemic. Responses to COVID-19 have varied at the local, state and national levels. On March 13, 2021, then 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, 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 Development and/or otherwise have a negative financial impact on the Developer or subsequent landowners. While the foregoing describes certain risks related to the current outbreak of COVID-19, the same risks may be associated with any contagious epidemic, pandemic or disease.

Damage to District from Natural Disasters

The value of the lands subject to the Series 2021 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 Development, such catastrophic events could potentially render the lands within the Development unable to support the construction of the Isles CIP. The occurrence of any such events could materially adversely affect the District's ability to collect Series 2021 Assessments and pay Debt Service on the 2021 Bonds. The 2021 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 Isles CIP

The 2021 Bond proceeds will not be sufficient to finance the completion of the Isles CIP. The portions of the Isles CIP not funded with proceeds of the 2021 Bonds or any other debt of the District issued to fund the Isles CIP are expected to be funded with contributions from the Developer. There is no assurance that the Developer will be able to pay for the cost of any of these improvements. The Developer has entered into the Completion Agreement with respect to any portions of the Isles CIP not funded with the proceeds of the 2021 Bonds or any other debt of the District issued to fund the Isles CIP. Such obligation of the Developer is an unsecured obligation. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2021 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 Developer will enter into the Assignment Agreement upon issuance of the 2021 Bonds in which the Developer collaterally assigns to the District certain of the Developer's Development and Contract Rights relating to the Development. Notwithstanding the foregoing, in the event that the District forecloses on the property subject to the lien of the Series 2021 Assessments to enforce payment thereof, the District may not have the right, title or interest in the permits and approvals owned by the Developer and failure to obtain any such permits or approvals in a timely manner could delay or adversely affect the completion of the Development. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2021 BONDS – Agreement for Assignment of Development Rights" herein.

Interest Rate Risk; No Rate Adjustment for Taxability

The interest rates borne by the 2021 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 2021 Bonds. These higher interest rates are intended to compensate investors in the 2021 Bonds for the risk inherent in the purchase of the 2021 Bonds. However, such higher interest rates, in and of themselves, increase the amount of Series 2021 Assessments that the District must levy in order to provide for payment of Debt Service on the 2021 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 2021 Assessments.

The Indenture does not contain an adjustment of the interest rates on the 2021 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 2021 Bonds or due to a change in the United States income tax laws. Should interest on the 2021 Bonds become includable in gross income for federal income tax purposes, Owners of the 2021 Bonds will be required to pay income taxes on the interest received on such 2021 Bonds and related penalties. Because the interest rate on such 2021 Bonds will not be adequate to compensate Owners of the 2021 Bonds for the income taxes due on such interest, the value of the 2021 Bonds may decline. Prospective purchasers of the 2021 Bonds should evaluate whether they can own the 2021 Bonds in the event that the interest on the 2021 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, four members of the Board were elected by affiliates of SMR and other landowners within the District and one member is a qualified elector appointed by the remaining members of the Board. See "THE DISTRICT – Governance" herein. Although it is impossible to predict whether the IRS will select the 2021 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 2021 Bonds are advised that, if the IRS does audit the 2021 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 2021 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 2021 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 2021 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 2021 Bonds would adversely affect the availability of any secondary market for the 2021 Bonds. Should interest on the 2021 Bonds become includable in gross income for federal income tax purposes, not only will Owners of 2021 Bonds be required to pay income taxes on the interest received on such 2021 Bonds and related penalties, but because the interest rate on

such 2021 Bonds will not be adequate to compensate Owners of the 2021 Bonds for the income taxes due on such interest, the value of the 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 Bonds would need to ensure that subsequent transfers of the 2021 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, 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 2021 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the 2021 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 2021 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 2021 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 (1) governing board member shall be a person who was elected by the qualified electors and four (4) governing board members shall be persons who were elected by the landowners.

Once 20,000 qualified electors reside within the District, two (2) governing board members shall be persons who were elected by the qualified electors and three (3) governing board members shall be persons elected by the landowners.

Once 30,000 qualified electors reside within the District, three (3) governing board members shall be persons who were elected by the qualified electors and two (2) governing board members shall be persons who were elected by the landowners.

Once 40,000 qualified electors reside within the District, four (4) governing board members shall be persons who were elected by the qualified electors and one (1) governing board member shall be a person who was elected by the landowners.

Once 45,000 qualified electors reside within the District, all five (5) governing board members shall be persons who were elected by the qualified electors.

The District has recently exceeded the 10,000 qualified elector population threshold and, as such, one (1) member of the Board was to be elected by qualified electors at the November 3, 2020, general election. As no one qualified to run for the open seat, the Board declared the seat vacant at the subsequent Board meeting and, as required under the Act, appointed a qualified elector to such seat.

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		Title		Expiration of Term	
Rex Jensen		Chairman		November, 2022	
Tony Chiofalo		Vice Chairman/Assistant Secretary		November, 2024	
J. Scott Almand		Treasurer/Assistant Secretary		November, 2022	
Jim Schier		Assistant Secretary		November, 2022	
Ed Hunzeker		Assistant Secretary		November, 2024	

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 2021 Bonds to finance a portion of the costs of the Isles CIP, among other provisions, the Act gives the District the power to (a) 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) 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) 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) 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) 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) assess and impose upon lands in the District ad valorem taxes as provided by the Act, (g) 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) 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

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 2021 Trust Estate nor are secured by special assessments levied on the same lands as the Series 2021 Assessments.

$8,500,000 Special Assessment Revenue Bonds, Series 2013A (Country Club East Project) issued on August 5, 2013 and currently outstanding in the amount of
$7,435,000.

$7,535,000 Special Assessment Revenue Bonds, Series 2013A (Central Park Project) issued on August 5, 2013 and currently outstanding in the amount of $6,295,000.

$12,145,000 Special Assessment Revenue Bonds, Series 2014 (Country Club East Project) issued on October 14, 2014 and currently outstanding in the amount of
$10,735,000.

$37,360,000 Special Assessment Revenue Bonds, Series 2015 (Lakewood Centre North Project) issued on February 9, 2015 and currently outstanding in the amount of $30,460,000.

$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 $64,100,000.

$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 $46,255,000.

$14,805,000 Special Assessment Revenue Bonds, Series 2017 (Del Webb Project) issued on May 8, 2017 and currently outstanding in the amount of $13,710,000.

$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
$10,148,000.

$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 $14,415,000.

$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 $35,010,000.

$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 $10,890,000.

$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 $7,315,000 (the "2019 Bonds").

$9,125,000 Special Assessment Revenue Bonds, Series 2019 (Lake Club Phase 4 Project) issued on May 20, 2019 and currently outstanding in the approximate principal amount of $7,515,000.

$5,005,000 Special Assessment Revenue Bonds, Series 2019 (Cresswind Project) issued on May 20, 2019 and currently outstanding in the principal amount of
$4,830,000.

$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
$4,590,000.

$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 $5,475,000.

$12,670,000 Special Assessment Revenue Bonds, Series 2019 (Azario Project) issued on December 9, 2019 and currently outstanding in the amount of $12,435,000.

$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 $18,360,000.

$26,070,000 Senior Taxable Special Assessment Revenue Refunding Bonds, Series 2020A-1 (Lakewood Centre & NW Sector Projects) issued on September 10, 2020 and currently outstanding in the amount of $24,890,000.

$3,030,000 Subordinate Taxable Special Assessment Revenue Refunding Bonds, Series 2020A-2 (Lakewood Centre & NW Sector Projects) issued on September 10, 2020 and currently outstanding in the amount of $2,930,000.

$6,655,000 Special Assessment Revenue Bonds, Series 2020 (Azario Project) issued on September 16, 2020 and currently outstanding in the amount of $6,525,000.

$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.

$7,575,000 Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) issued on December 9, 2020 and currently outstanding in the amount of $7,575,000.

$3,610,000 Special Assessment Revenue Bonds, Series 2021 (Central Park and Belleisle Project) issued on July 12, 2021 and currently outstanding in the amount of
$3,610,000.

THE CAPITAL IMPROVEMENT PROGRAM

Waldrop Engineering, P.A., serving as the District Project Engineer, has prepared the Engineer's Report dated September 2018 (the "Master Engineer's Report") describing the capital improvement program for the Development (the "Isles CIP") which is estimated to cost approximately $13.2 million. The Isles CIP includes earthwork, paving, drainage, wastewater, potable water, irrigation and certain roadway improvements. Enumeration of the costs of the Isles CIP are provided in the table below.

Cost Category		Estimated Cost	
Earthwork		$3,287,843	
Paving		420,984	
Drainage		1,873,628	
Wastewater		2,422,470	
Potable Water		1,121,371	
Irrigation		821,778	
Roadways		 	3,242,468	
TOTAL		$13,190,541	

The capital improvements described in the Isles CIP will be constructed in multiple phases over time. The District previously issued its 2019 Bonds to acquire the initial phase of the Isles CIP ("The Isles at Lakewood Ranch Project – Phase 1") in the estimated amount of $6.8 million. The second phase of the Isles CIP includes the construction of the northernly extension of Bourneside Boulevard and associated landscaping and professional fees in the approximate aggregate amount of $[ ] million ("The Isles at Lakewood Ranch Project – Phase 2").

Proceeds of the 2021 Bonds will be utilized to construct and/or acquire a portion of The Isles at Lakewood Ranch Project – Phase 2 in the estimated amount of $3.9 million, such funded portion hereinafter referred to as the "2021 Project." Detailed information concerning The Isles at Lakewood Ranch Project – Phase 2 is contained within the Supplemental Engineer's Report dated June [ ], 2021 (the "Supplemental Engineer's Report" and together with the Master Engineer's Report, the "Engineer's Report"). The Engineer's Report is attached hereto as composite APPENDIX A. The Developer estimates that it has spent $[ ] million towards the Isles at Lakewood Ranch Project – Phase 2.

The District does not intend to issue any additional Series of Bonds to construct and/or acquire additional portions of the Isles CIP. The remainder of the Isles CIP not funded with proceeds of the 2021 Bonds will be funded with equity contributions by the Developer. The Developer has previously entered into the Completion Agreement whereby the Developer has agreed to complete those portions of the Isles CIP not funded with proceeds of the 2021 Bonds. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2021 BONDS – Completion Agreement" and "BONDOWNERS' RISKS – Completion of Isles CIP" herein. The District cannot make any representation that the Developer will have sufficient funds to complete the Isles CIP.

ASSESSMENT  METHODOLOGY

PFM Financial Advisors LLC (in such capacity, the "Assessment Consultant") has prepared the Master Assessment Methodology Report dated September 7, 2018 (the "Master Assessment Report") and the Supplemental Assessment Methodology Report dated [July ], 2021 (the "Supplemental Assessment Report," and together with the Master Assessment Report, the "Assessment Report") attached hereto as composite APPENDIX B. Once the final terms of the 2021 Bonds are determined, the Supplemental Assessment Report will be revised to reflect such final terms. The Assessment Report provides a methodology to allocate the total benefit derived from the Isles CIP to each of the land uses planned in the Development on a fully financed basis. Initially, the Assessments are allocated on an equal acreage basis to the Development. As parcels of land are (a) sold by the Developer with specific entitlements assigned thereto or (b) platted, the debt is then allocated to such parcel or parcels based upon the amount of transferred entitlements or units platted. The table below illustrates the estimated principal and annual Series 2021 Assessments for the various product types planned within the Development. As discussed in more detail in the Assessment Report, the Developer has committed to contribute infrastructure in the amount to satisfy the Series 2021 Assessments that otherwise would have been levied on the recreational facility.

Land Use/Product Type		Est. 2021 Bonds Principal Per Unit		Est. 2021 Bonds Gross Annual Debt Service Per Unit	
Single-Family 60'		$25,231		$1,500	
Single-Family 79'		33,221		1,975	

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 2021 Assessments as well as information regarding the Development can  be  found  under  the  heading "THE DEVELOPMENT."  Although  believed to be reliable, such information has not been independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel, and no person other than SMR, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness of such information. At the time of the issuance of the 2021 Bonds, SMR will represent in writing that the information herein under this heading 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 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 (4) 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 16,000 households with an estimated population in excess of 33,500 based upon various Census reports and marketing study estimates. In 2015, 534 new homes were sold in Lakewood Ranch, ranking it eighth (8th) 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 (4th) 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 (3rd) 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 (2nd) 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 (2nd) in new home sales for master planned communities in the United States by RCLCO. In 2020, 2,149 new homes were sold in Lakewood Ranch, ranking it second (2nd) in new home sales for master planned communities in the United States by RCLCO. From January 1, 2021 through May 31, 2021, approximately 1,362 new homes were sold in 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 a whole.

The following information is a description of certain of the aforementioned development and sales activity that has occurred through March 31, 2021.

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 childcare 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 all of the condominium units have been sold to builders. The builders have in turn sold all of the single-family homes and all of the 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 (hereinafter described). 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 (hereinafter defined) 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
Twelve (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 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 below), 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 south by the Braden River and on the west by Summerfield Village. This village includes 1,462 single-family residential units, 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 (hereinafter described) features 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, is 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. ("Neal Communities"), 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 (1) 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. Phases 3 and 4 of Lake Club planned for approximately sixty-eight (68) and 312 units, respectively, were purchased by an affiliate of Stock Development. Development activities in Phase 3 are complete and all sixty-eight (68) homes have been sold to retail buyers. Development and homebuilding activities in Phase 4 are underway and 214 homes have been 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 (hereinafter described) 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 hereinabove.

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 1,338 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 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 on 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 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 include 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, pickleball 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. All 1,250 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, LLC ("Lennar") 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 ("Mattamy") purchased approximately 245 acres of undeveloped land located east of Lakewood Ranch Boulevard, south of Malachite Boulevard 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, 559 of which have been sold and closed to retail buyers and an additional thirty-two (32) homes are 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, 449 are sold and closed to retail buyers and an additional seventy-one (71) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: Mallory Park (Lakewood Centre North)

In September 2015, DiVosta Homes ("DiVosta") 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, 340 of which have been sold and closed to retail buyers and an additional forty- two (42) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: Arbor Grande (Lakewood Centre North)

In December 2014, CalAtlantic Homes ("CalAtlantic") 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, 282 of which have been sold and closed to retail buyers and an additional twenty-one (21) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: Savannah (Lakewood Centre North)

In December 2014, Meritage Homes of Florida, Inc. ("Meritage Homes"), 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, 309 of which have been sold and closed to retail buyers and an additional twenty-seven (27) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: Del Webb Lakewood Ranch

In December 2014, Pulte Home Company purchased approximately 643 acres to be 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, 895 homes have been sold and closed to retail buyers and an additional 130 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 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. Home 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 1,156 homes have been sold and closed to retail buyers and an additional 155 homes are under contract with retail buyers. To date, within Polo Run 335 homes have been sold and

closed to retail buyers and an additional fifty-two (52) 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, 111 homes have been sold and closed to retail buyers and an additional thirty-six (36) homes are under contract with retail buyers.

Lakewood Ranch Stewardship District: The Isles of Lakewood Ranch

In 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 445 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, eighty-seven (87) homes have been sold and closed to retail buyers and an additional ninety-three (93) 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 units and 331 single- family units. Development activity commenced in early 2018 and to date, 217 homes have been sold and closed to retail buyers and an additional 121 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 151 homes have been sold and closed to retail buyers and an additional forty-six (46) 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 southeast 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 project and Davis has constructed 320 apartment units that are currently open for leasing. In 2020, Davis Development purchased land for phases two and three of this development to construct twenty-one (21) townhomes and an additional 294 apartments, with both currently under construction. Davis Development is under contract to purchase one (1) additional phase, with this final phase to include an additional 240 apartments.

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 August 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, a land bank entity on behalf of D.R. Horton, Forestar Homes and M/I Homes.

The Kolter community is planned to include 648 residential units and is being marketed as a highly amenitized age-restricted residential community known as "Cresswind Lakewood Ranch." Horizontal development activity within Cresswind Lakewood Ranch commenced in October 2018 and to date sixty-seven (67) homes have been sold and closed to retail buyers and an additional 109 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 eighty-five (85) homes have been sold and closed to retail buyers and an additional 230 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, 2021, ten
(10) 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 to date thirty-three (33) homes have been sold and closed to retail buyers and an additional eighty-nine (89) 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 commenced in December 2020, and there are currently seventy-one (71) homes under contract with retail buyers.

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 500 residential units within the northeast quadrant closed with M/I Homes. Development activities are underway and initial homes sales are anticipated to occur in the fourth quarter of 2021.

Sarasota Polo Club

Located in the southeastern portion of Lakewood Ranch is the Sarasota Polo Club. Facilities include nine (9) world-class polo fields, a regulation size arena, paddocks, stables and clubhouse.   Five (5) to ten (10) acre parcels were sold directly to retail buyers for custom home and horse stable construction. More information on the Sarasota Polo Club and the events held there can be found by visiting www.sarasotapolo.com.

Main Street

Main Street is a mixed-use development offering shopping, dining and luxury housing and is currently home to 113,000 square feet of boutique-style shops, upscale restaurants, residential condominiums and 44,700 square feet of distinctive, class-A office space. Situated along Lake Uihlein, Main Street is reminiscent of Princeton's Palmer Square or Tampa's Hyde Park Village.   Currently, occupancy is running approximately 99%.

Main Street includes a wide variety of retail stores such as Vanessa Fine Jewelry, Naples Soap Company and more. The Ana Molinari Day Spa 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, along with more 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 a 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:

Preschool 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 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 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 (hereinafter described).

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 and two
(2) 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, 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 tournament 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

The following information herein appearing under the captions "THE DEVELOPMENT" and "THE DEVELOPER" (other than that section titled "THE DEVELOPMENT – Entitlements and Zoning" which has been provided by SMR) have been furnished by the Developer for inclusion in this Limited Offering Memorandum as a means for the prospective Bondholders to understand the anticipated development plan and risks associated with the Development and the provision of infrastructure to the real property within the Development. Although believed to be reliable, such information has not been

independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel, and no person other than the Developer, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness of such information. At the time of the issuance of the 2021 Bonds, the Developer will represent in writing that the information herein under the captions "THE DEVELOPER," "THE DEVELOPMENT," and "LITIGATION – Developer" 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.
The Developer's obligation to pay the Series 2021 Assessments is limited solely to its obligation as a landowner, just as any other landowner within the District. The Developer is not a guarantor of payment on any property within the District and the recourse of the Developer's failure to pay or otherwise comply with its obligation to the District is limited to its ownership interest in the land subject to the Series 2021 Assessments.

THE DEVELOPMENT

General

The Isles at Lakewood Ranch (the "Development") encompasses approximately 339 acres situated in the southeastern portion of the District and Lakewood Ranch just north of University Parkway and west of Lorraine Road. The Development is bound on the north by The Masters Avenue, on the east by Bourneside Boulevard, on the west by the existing Lake Club residential community, and on the south by University Parkway.   Primary access will be available from University Parkway with The Masters Avenue serving as a secondary point of entry.

Designed as a luxury residential community, the Development is planned to include 445 single-family units featuring resort-style amenities. The landowner and developer of the Development is Toll FL XIII Limited Partnership (the "Developer"), a Florida limited partnership affiliated with Toll Brothers, Inc. ("Toll Brothers"), as more fully described under the heading "THE DEVELOPER." The Development is intended to be developed in four (4) phases with development of the first two (2) phases consisting of 315 single-family units complete. Horizontal infrastructure improvements in the remaining two (2) phases of the Development planned for 130 residential lots has commenced with completion expected in the [	] quarter of 2021. As of June 30, 2021, approximately [eighty-seven (87)] homes have been sold and closed to retail buyers with an additional [ninety-three (93)] homes under contract with retail buyers.

Land Acquisition/Development Financing

In December 2017, the Developer acquired from SMR the approximately 339 acres constituting the Development for approximately $12.5 million in cash. Additional consideration will be paid to SMR for each home constructed within the Development at the time of home sale closing, calculated as 5.0% of the home sales price including lot premiums and upgrades less any incentives, discounts and relocation fees. Currently, there are no mortgages on the property owned by the Developer.

Pursuant to the terms of the purchase and sale contract (the "Toll Contract"), the Developer is required to construct certain of the obligations as required by the University Lakes DO (hereinafter defined). Such improvements include:

The northerly extension of the western two (2) lanes of Bourneside Boulevard from its current terminus to the southern edge of the intersection with The Masters Avenue, with the associated median, curb, drainage facilities, lighting (if required by the County), and landscaping.
The construction of a culvert crossing to drain from the properties adjacent to Bourneside Boulevard; provided, however, the Developer and SMR are equally responsible for the costs associated with such improvement.
If required by the County, the Developer will be responsible for the construction and all related costs of a northbound to eastbound right turn lane from the entrance of the Development onto The Masters Avenue.
The District has bid and awarded a construction contract for the northerly extension of Bourneside Boulevard, as contemplated in the Toll Contract. Construction of such extension is currently under way and is anticipated to be complete in the [ ] quarter of [2021]. The Developer has and will continue to advance fund the costs of the Bourneside Boulevard improvements until issuance of the 2021 Bonds, at which time it will be reimbursed for funds advanced, with proceeds of the 2021 Bonds funding the remainder of the construction.   As previously stated herein, the Developer has previously entered into the Completion Agreement whereby the Developer has agreed to complete those portions of the Isles CIP not funded with proceeds of the 2021 Bonds which is inclusive of the Bourneside Boulevard extension.

Further, the Developer anticipates utilizing equity to fund the remaining portions of the Isles CIP not funded with proceeds of the 2021 Bonds as well as the other development costs not included within the Isles CIP (the "Developer-Funded Improvements") including, without limitation, private roads, security features, landscaping, recreational facilities and associated professional fees. The Developer estimates total development costs for the Development to be approximately $[ ] million, inclusive of the Isles CIP and the Developer-Funded Improvements. As discussed further herein, development activities commenced in January 2018. The Developer estimates it has expended approximately
$[   ] million in development-related expenditures to-date, including $[   ] million towards the Isles CIP and $[ ] million towards the Developer-Funded Improvements.

Entitlements and Zoning

The Development is part of Phase III and Phase IV of the University Lakes Development of Regional Impact (the "University Lakes DRI"). The University Lakes DRI is generally located west of Lorraine Road, north of University Parkway, south of The Masters Avenue and extends just beyond the future Bourneside Road on the east.   The Lake Club, an upscale residential village adjacent to the Development planned to include approximately 708 single-family residential homesites and in its last phase of development, is also contained within the University Lakes DRI.

The development order governing the University Lakes DRI (the "University Lakes DO") was originally approved in June 1992 and has since been amended via a series of notices of proposed change (each, an "NOPC") initiated by SMR Communities Joint Venture ("SMR Communities"), a Florida general partnership and wholly-owned subsidiary of SMR, which is the named master developer within the University Lakes DO. Simultaneous with the approval of each NOPC, the County approved an amended zoning ordinance (the "University Lakes Zoning Ordinance") consistent with the approvals granted in the University Lakes DO. Pursuant to the Toll Contract, SMR Communities was required to obtain any necessary amendments to the University Lakes DO and University Lakes Zoning Ordinance to allow for the construction of 450 single-family homes within the Development prior to closing on such lands. The University Lakes DO as it stands today is reflective of such amendments and subsequent approvals by the County.

The University Lakes DO currently has a buildout date of May 24, 2038, and an expiration date of May 24, 2043, five (5) years after the buildout date. In accordance with Florida Statutes, SMR Communities will continue to apply for extensions concurrent with any emergency declarations to extend the dates for the development orders and DRI buildout dates. The information appearing in the table below illustrates the development approvals granted in the University Lakes DO and University Lakes Zoning Ordinance. If conditions of the University Lakes DO are met, the County cannot down-zone or reduce the intensity or unit density provided in the University Lakes DO prior to the build-out date.

Land Use		Phase I (1992 – 2011)		Phase II (2000 – 2030)		Phase III (2002 – 2030)		Phase IV (2006 – 2038)		
Total	
Residential											
Single-Family		970		542		477		624		2,613	
Single-Family Attached		88		0		0		0		88	
Multi-Family		449		247		401		781		1,878	
Total		1,507		789		878		1,405		4,579	
Regional Commercial											
Retail		275,557		115,543		287,406		0		677,506	
Hospital (beds)		0		150		0		0		150	
Neighborhood Commercial	
Retail		52,764		0		0		69,721		122,485	
Business Commercial											
Office		323,318		381,700		0		238,695		943,713	
Industrial		0		0		18,603		0		18,603	
Total		323,318		381,700				238,695		962,316	
Hotel (sq. ft./rooms)		250,000/215		0		0		--/780		250,000/995	
Recreational		Tennis/Boat Club/Golf Course/Parks									

The University Lakes DO sets forth conditions related to certain items including, without limitation (i) transportation, (ii) air, soils and water quality, (iii) vegetation, wildlife and wetlands, (iv) water, wastewater and storm water management, and (v) affordable housing. Currently, all aspects of the University Lakes DO governing the University Lakes DRI are being complied with. The University Lakes DRI has a certificate

level of service ("CLOS") that is currently valid until May 25, 2032. The CLOS is limited to roadway capacity, mass transit, parks, recreational facilities, drainage and solid waste. The CLOS for potable water and sanitary water shall be obtained at each final site plan approval. Failure to meet the conditions set forth in the University Lakes DO, University Lakes Zoning Ordinance or the CLOS could result in the cessation of development activities. Below is a summary of certain of the aforementioned conditions:

Transportation

Below are certain of the remaining transportation improvements as required by the University Lakes DO as well as certain other transportation mitigation obligations. As provided in the University Lakes DO, mitigation of the remaining transportation impacts can be accomplished through a proportionate fair-share mitigation.

A revised and updated transportation analysis for all phases of the University Lakes DRI indicated the need for the extension of the I-75 southbound off-ramp at Fruitville Road by 200 feet. The threshold for this required improvement is 3,681 external trips. Submittal of a traffic analysis with each final site plan is required to verify the actual number of trips generated in comparison to the improvement thresholds. In the event the required improvement is triggered, SMR Communities may be required to construct the off-ramp extension. The overall cost for this improvement is estimated at $91,753 and the University Lakes DRI proportionate share for this improvement is roughly $6,698. As of the last monitoring in February 2020, the University Lakes DRI was generating 3,617 trips. (Construction of the extension of the I-75 southbound ramp has been completed by FDOT.)

A road (Bourneside Boulevard) to be dedicated to the County shall be constructed between University Parkway and The Masters Avenue. Such roadway shall be constructed with Phase IV of the University Lakes DRI. Per the Toll Contract, the Developer is obligated to construct such roadway improvements.   (Construction  on such  improvements  have  commenced and it is anticipated that proceeds of the  2021  Bonds  will  be  utilized  to  acquire and/or construct a portion of this improvement.)
At the time of preliminary site plan, final site plan, and construction plan approval for each phase of the University Lakes DRI, SMR Communities shall be responsible for any additional on-site or off-site transportation operational and safety improvements attributed to the University Lakes DRI.

A revised and updated transportation analysis for all phases of the University Lakes DRI indicates net external p.m. peak hour vehicle trips shall be limited to 5,161 trips for the University Lakes DRI. Final site plan approval will not be provided if such external p.m. hour vehicle trips exceed this limit unless SMR Communities provides mitigation for any additional impacts.

Construction or cause to be constructed two (2) major thoroughfares, University Parkway and the extension of Upper Manatee River Road. (Such roadway improvements are complete.)

Affordable Housing

As mitigation for impact of Phase IV on affordable housing, SMR Communities has committed to provide within ten (10) miles of the University Lakes DRI a number of workforce housing units equal to ten percent (10%) of the number of housing units constructed in Phase IV. If SMR Communities is unable to meet the required number of workhouse housing units, SMR shall be required to pay $2,500 per workhouse housing unit not provided; however, such fee will ultimately be reimbursed if all requirements are met. Such obligations are currently being met with the construction of [333] residential units in Lakewood National, Harmony, and Esplanade which lies within ten (10) miles of the boundary of the University Lakes DRI.

Permitting

As described in further detail in the Supplemental Engineer's Report, the Developer has obtained a Southwest Florida Water Management District Environmental Resource Permit and U.S. Army Corps of Engineers permit for storm water management and wetland mitigation for the entire Development.

As detailed further herein under "Development Status," horizontal infrastructure improvements within Phase 1 and Phase 2 of the Development consisting of 315 platted residential lots is complete. [The Developer has obtained all necessary permits and approvals for the infrastructure to serve Phases 3 and 4 of the Development planned for 130 single-family units including, without limitation, preliminary site plan, construction plan, preliminary plat and final site plan approval from the County.]

Upon issuance of the 2021 Bonds, the Project Engineer will certify that any permits and approvals necessary for the infrastructure specific to the Development that have not previously been obtained are expected to be obtained in the ordinary course of business.

Environmental Matters

In conjunction with its the purchase of the lands within the Development, the Developer commissioned a Phase I Environmental Site Assessment (the "Phase I ESA") from Eco Consultants, Inc. The Phase I ESA revealed no evidence of environmentally recognized conditions.

Product Type/Phasing

The Development is planned to be developed in four (4) phases for the development of approximately 445 residential units. The information in the table below depicts the number of units by product type for the four (4) planned development phases, which information is subject to change.

Product Type		Phase 1		Phase 2		Phase 3		Phase 4		Total	
Single-Family 60'		71		100		0		78		249	
Single-Family 79'		80		64		38		14		196	
Total		151		164		38		92		445	

Development activities for Phase 1 and Phase 2 consisting of 315 single family lots is complete. The Phase 1 and Phase 2 plat is final and has been recorded. Horizontal infrastructure improvements in the remaining two (2) phases within the Development planned for 130 residential lots is currently underway with completion expected in the [ ] quarter of 202[_].

Assessment Area

The Development is currently planned to be developed in four (4) phases to ultimately provide infrastructure supporting the development of 445 residential units and recreational amenities.

In March 2019, the District issued its 2019 Bonds in the amount of $7,580,000 to fund a portion of the costs associated with the Isles CIP in the approximate amount of $6.8 million. The 2019 Bonds were levied on an equal per acre basis over the gross acreage in the Development. As such acreage is developed and platted, the Series 2019 Assessments levied in connection with 2019 Bonds are allocated to those parcels that are platted. The Phase 1 and Phase 2 plats are final and have been recorded.   Based on the sizing of the 2019 Bonds, the Series 2019 Assessments have been fully allocated to all 151 platted units within in Phase 1 and 149 platted units within Phase 2 of the Development.

The Series 2021 Assessments securing the 2021 Bonds will initially be levied over all assessable undeveloped lands within the Development on an equal acreage basis. As such lands are developed and platted, the Series 2021 Assessments will be allocated on a per unit basis to those parcels that are platted. As noted above, the full principal amount of the Series 2019 Assessments has been fully assigned to 300 platted residential units within Phase 1 and Phase 2 of the Development.   As such, based upon the sizing of the 2021 Bonds, it is anticipated that the 2021 Bonds will ultimately be secured by the Series 2021 Assessments levied on the remaining fifteen (15) platted lots within Phase 2 not subject to the Series 2019 Assessments, in addition to all units planned within Phases 3 and 4 within the Development, which in aggregate are planned to include 145 residential lots.

Product Offerings/Pricing

The Developer held its grand opening of the Development in late October 2018. At build-out, the Development is planned to include approximately 445 luxury homesites. The Development includes two (2) home collections: Isles at Lakewood Ranch – Sanibel and Isles at Lakewood Ranch – Captiva. The Sanibel collection offers seven (7) home designs ranging in size from 2,220 to 3,400 square feet with prices starting in the mid $600,000s. The Captiva collection offers eight (8) home designs ranging in size from 2,700 square feet to more than 4,100 square feet with prices starting in the low $800,000s. In keeping with the active lifestyle that Lakewood Ranch provides, the Development features a clubhouse with a state-of-the art fitness center, a resort-style pool, a dog park, a boardwalk and walking trails running through a preserve within the neighborhood.

Home Construction/Sales Activity

In its capacity as both the developer and homebuilder, the Developer intends to continue to develop finished lots for subsequent home construction thereon and eventual sale to retail buyers. The Developer has constructed four (4) model homes with one (1) model home acting as an on-site sales center. Home sales activity in the Development commenced in the [       ] quarter of 202[_]. As of June 30, 2021, approximately [eighty- seven (87) homes] have been sold and closed to retail buyers with an additional [ninety- three (93) homes] under contract with retail buyers.

Projected  Absorption

The following table sets forth the Developer's anticipated pace of residential home closings to retail buyers.

Product Type		Closed		2021		2022		2023		2024		2025		2026		2027		Total	
Single-Family 60'																			
Single-Family 70'		 			 			 			 			 			 			 			 			 		
Total																			

The projections in the table above are based upon estimates and assumptions that are inherently uncertain, though considered reasonable, and are subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict.   As a result, there can be no assurance that such projections will occur or be realized in the time frames anticipated. See "BONDOWNERS' RISKS" herein.

Recreational  Amenities

The Development includes a clubhouse featuring a state-of-the-art fitness center, a large resort-style pool, pickleball and tennis courts. Construction of the recreational facilities is complete and was privately funded and constructed by the Developer in the estimated amount of $[ ] million. All recreational amenities have been conveyed to the homeowner's association established for the Development.

Utilities

Water and sewer for the Development is provided by the County. Further, re-use is provided by Braden River Utilities which is owned by an affiliate of SMR. Electric power is provided by Peace River Electric Company and gas service is provided by Tampa Electric Company.

Schools

Based upon current school zoning, children residing in the Development would generally attend Robert E. Willis 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 2021 marketing expenditures were approximately $[ ] million. Such expenditures are primarily funded with a 3% marketing fee each developer/homebuilder, inclusive of the Developer, is required to pay upon the closing of the sale of a new home in Lakewood Ranch.

Further, the Developer has employed its own marketing efforts to market their neighborhood within Lakewood Ranch. The Developer has been utilizing a marketing campaign that includes branded content, social media, a website, events, frontage and signage, and public relations. In addition, the Developer has constructed four (4) model homes with one (1) model home acting as an on-site sales center.

Fees and Assessments

Each homeowner residing in the Development will pay annual taxes, assessments and fees on an ongoing basis including ad valorem property taxes, either the Series 2019 Assessments or the Series 2021 Assessments, homeowner's association fees, and administrative, operation and maintenance assessments levied by the District as described in more detail below.

Property Taxes

The current millage rate for the area of the County where the Development is located is approximately 15.2818 mills. Accordingly, by way of example, the annual property taxes for a $450,000 assessed value home would be $6,877.

Homeowner's Association Fee

All homeowners residing in the Development will be subject to annual homeowners' association ("HOA") fees for landscaping, common ground maintenance, entry and community fountain maintenance, gatehouse, parks and recreational amenities, as well as operation and maintenance of the HOA-owned facilities. The HOA fees will vary annually based on the adopted budget by the HOA for a particular year.   The estimated monthly HOA fee in the Development for 2021 by product type is illustrated in the table below and is subject to change.

Product Type		Monthly HOA Fee*	
Single-Family 60'		$[	]	
Single-Family 79'		[	]	

*Subject to change.

District Special Assessments

All homeowners residing in the Development will be subject to either the Series 2019 Assessments levied in connection with the 2019 Bonds or the Series 2021 Assessments levied in connection with the 2021 Bonds. In addition, all homeowners will be subject to annual operation 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 estimated annual Series 2021 Assessments and the estimated Fiscal Year 2021 O&M Assessments that will be levied by the District for each respective product type.

Product Type		Est. Annual Series 2021 Assessment Per Unit*		Est. Annual Fiscal Year 2021 O&M Assessment Per Unit*†	
Single-Family 60'		$1,500		$579	
Single-Family 79'		1,975		579	

* Includes gross-up of 4% for early payment and 3% for collection fees imposed by the County.
† Undeveloped acreage is billed at a lower rate than a platted lot.

Competition

Lakewood Ranch is its own submarket and as such it is anticipated the primary competitors for the Development will include actively selling neighborhoods within Lakewood Ranch with similar product offerings and price points, more specifically Country Club East, Lakehouse Cove at Waterside and Shoreview at Lakewood Ranch Waterside. Please see "LAKEWOOD RANCH", for a more detailed description of such neighborhoods.

This section does not purport to summarize all of the existing or planned communities in the area of the Development, but rather to provide a description of those that the Developer feels may pose primary competition to the Development.

THE DEVELOPER

The lands within the Development are owned by Toll FL XIII Limited Partnership (the "Developer"), a Florida limited partnership operating as a subsidiary of Toll Brothers, Inc. ("Toll Brothers"). Toll Southeast II, LLC ("Toll Southeast II"), a Delaware limited liability company, maintains 99% of the limited partnership interest in the Developer with the remaining 1% allocated to the general partner, Toll Southeast LP Company, Inc. ("Toll Southeast LP"), a Delaware corporation. Toll Southeast LP is the sole member of Toll Southeast II and Toll Brothers is the sole stockholder in Toll Holdings, Inc., a Delaware corporation, who is the sole stockholder in Toll Southeast LP.

Toll Brothers, a Fortune 500 company, is the nation's leading builder of luxury homes. The company began business over fifty (50) years ago in 1967 and became a public company in 1986. The company serves move-up, empty-nester, active-adult, and second- home buyers and operates in twenty-four (24) states. Toll Brothers builds an array of luxury residential single-family detached and attached homes and master planned resort- style golf, and urban low-, mid-, and high-rise communities, principally on land it develops and improves. The company operates its own architectural, engineering, mortgage, title, land development and land sale, golf course development and management, home security, and landscape subsidiaries.

Toll Brothers is a publicly-traded company, the common stock of which is listed on the New York Stock Exchange under the symbol "TOL". Toll Brothers is subject to the informational requirements of the Securities and Exchange Commission Act of 1934, as

amended, and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (the "SEC").   The file number for Toll Brothers is No. 001-09186. The registration statement and these other SEC filings are available at the SEC's website at https://www.sec.gov and at the SEC's Public Reference Room at the SEC's Headquarters, located at 100 F Street, NE, Washington, D.C. 20549. All documents subsequently filed by Toll Brothers pursuant to the requirements of the Securities and Exchange Commission Act of 1934 after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above.

TAX MATTERS

General

The Code establishes certain requirements which must be met subsequent to the issuance of the 2021 Bonds in order that interest on the 2021 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the 2021 Bonds to be included in federal gross income retroactive to the date of issuance of the 2021 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 2021 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 2021 Bonds to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the 2021 Bonds.

In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations, judicial decisions and rulings, interest on the 2021 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the 2021 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 2021 Bonds. Prospective purchasers of 2021 Bonds should be aware that the ownership of 2021 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 2021 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 2021 Bonds; (iii) the inclusion of interest on 2021 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 2021 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 2021 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 2021 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 2021 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 2021 Bonds is subject to information reporting to the IRS in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the 2021 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 2021 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the 2021 Bonds and proceeds from the sale of 2021 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of 2021 Bonds. This withholding generally applies if the owner of 2021 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 2021 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 2021 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 2021 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 2021 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 2021 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 2021 Bonds.

Prospective purchasers of the 2021 Bonds should consult their own tax advisors as to the tax consequences of owning the 2021 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 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 (i) impose an undue financial burden on U.S. taxpayers, (ii) add undue complexity to the federal tax laws, or (iii) exceed the statutory authority of the IRS. On October 2, 2017, in his Second Report to the President on Identifying and Reducing Tax Regulatory Burdens, the Secretary reported that Treasury and the IRS believe that the Proposed Regulations should be withdrawn in their entirety, and the Treasury Department and the IRS withdrew the Proposed Regulations on October 20, 2017.   The Secretary further provided that Treasury and the IRS will continue to study the legal issues relating to political subdivisions and may propose more targeted guidance in the future.

Because the Proposed Regulations have been withdrawn, it is not possible to determine the extent to which all or a portion of the discussion herein regarding the Villages and the Villages TAM (each as defined below) may 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 2021 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 part of the District's tax certificate as to its reasonable expectations of transition to a resident-elected Board of Supervisors, it does not appear from the facts and circumstances that the District was organized to avoid indefinitely responsibility to a public electorate.   On the basis of the foregoing and other factors, Bond Counsel has concluded that under current law the District is a political subdivision for purposes of Section 103 of the Code, notwithstanding that its Board of Supervisors is temporarily elected by landowners. Bond counsel intends to deliver its unqualified approving opinion in the form attached hereto as APPENDIX D.

The release of the Villages TAM may cause an increased risk of examination of the 2021 Bonds. Owners of the 2021 Bonds are advised that if the IRS does audit the 2021 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 2021 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 2021 Bonds in the event of a change in the tax-exempt status of the 2021 Bonds. The commencement of an audit or an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2021 Bonds could adversely impact both liquidity and pricing of the 2021 Bonds in the secondary market.

Tax Treatment of Original Issue Discount

Under the Code, the difference between the maturity amount of the 2021 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 2021 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 2021 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 2021 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 Developer 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 2021 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 2021 Bonds remain outstanding under the Indenture.

Pursuant to the Disclosure Agreement, the Developer has covenanted for the benefit of Bondowners to provide to the District and the Dissemination Agent on a quarterly basis certain financial information and operating data relating to the Developer, the Development and the properties subject to the Series 2021 Assessments (the "Developer Report"). Such covenant by the Developer will apply only until the earlier to occur of (a) the payment and redemption of the 2021 Bonds, or (b) the Developer no longer being an Obligated Person under the Disclosure Agreement.

The District Annual Report and the Developer Report (together, the "Reports") will each be filed by the Dissemination Agent with the Municipal Securities Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the 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 2021 Bonds.   The foregoing covenants have been made in order to assist the Underwriter in complying with the SEC Rule.

With respect to the 2021 Bonds, no parties other than the District or the Developer are obligated to provide any continuing disclosure information with respect to the SEC Rule.

The District has previously entered into continuing disclosure undertakings as required by the SEC Rule with respect to other bond issuances. Over the past five years, the District failed to make timely filings of certain reports and/or notices as required by such continuing disclosure undertakings and some of such untimely filings were not separately reported as listed events.

The Developer has previously entered into commitments subjecting it to the reporting requirements of the SEC Rule. [The Developer has not materially failed to comply with such reporting requirements.] [CONFIRM]

FINANCIAL  STATEMENTS

The general-purpose financial statements of the District for the Fiscal Year ended September 30, 2020, 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 to, 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, 2021, to certain information repositories as described therein.

ENFORCEABILITY OF REMEDIES

The remedies available to the Owners of the 2021 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 2021 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2021 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 2021 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 2021 Trust Estate or the ability of the District to pay the 2021 Bonds from the 2021 Trust Estate.

Developer

There is no litigation pending, or to the knowledge of the Developer, threatened against the Developer that could in any way affect the development to be undertaken by the Developer as described herein.

SMR

There is no litigation pending, or to the knowledge of SMR, threatened against SMR that could in any way affect the development of Lakewood Ranch as described herein.

NO RATING OR CREDIT ENHANCEMENT

No application for credit enhancement or a rating on the 2021 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the 2021 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 2021 Bonds from the District at a purchase price of $		(representing the par amount of the 2021 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 2021 Bonds if any are purchased.

The Underwriter intends to offer the 2021 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 2021 Bonds to certain dealers (including dealers depositing the 2021 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 Waldrop Engineering, P.A., as Project 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 Development 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 2021 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 2021 Bonds.

LEGAL MATTERS

The 2021 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 2021 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 Developer by its counsel, Hill, Ward & Henderson, Professional Association, Tampa, Florida, for SMR 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 IRS 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 2021 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 2021 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 2021 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 Developer or the Development from the date hereof. However, certain parties to the transaction will, on the closing date of the 2021 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 2021 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:	Chairman	

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, 2020

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"),    TOLL      FL      XIII      LIMITED
PARTNERSHIP, a Florida limited partnership (the "Developer"), 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 2021 (The Isles at Lakewood Ranch Project – Phase 2) (the "Bonds"). The Bonds are being issued pursuant to a Master Trust Indenture, dated as of September 1, 2005, as supplemented by a Thirty-Fourth Supplemental Trust Indenture, dated as of [August] 1, 2021 (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 Developer covenant and agree as follows:

Purpose of Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the District and the Developer 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 Developer 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 Developer to provide additional information, the District and the Developer, 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 terms 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.

"Development" shall have the meaning ascribed thereto in the Limited Offering Memorandum.

"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.
"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 Developer or any other landowner in the District, while the Developer or such other landowner is the owner of lands within the District responsible for payment of at least twenty percent (20%) of the Series 2021 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 Developer, 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 2021 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 2021 Assessments levied for the most recent Fiscal Year;

the amount of Series 2021 Assessments collected from property owners during the most recent Fiscal Year;

if available, the amount of Series 2021 Assessment delinquencies greater than 150 days and, in the event that delinquencies amount to more than ten percent (10%) of the amount of Series 2021 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 2021 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, 2021, 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, 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 Developer, 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 December 31, 2021; provided, however, that so long as the Developer 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 described in the Limited Offering Memorandum under the heading "THE DEVELOPMENT – Assessment Area;"

the number of single-family homes planned subject to the Series 2021 Assessments;

the number of single-family homes under contract with end users subject to the Series 2021 Assessments;

the number of single-family homes sold to end users subject to the Series 2021 Assessments;

the estimated date of complete build-out of residential units subject to the Series 2021 Assessments;

any bulk sale of the land subject to the Series 2021 Assessments other than as contemplated by the Limited Offering Memorandum;

the status of development approvals for the infrastructure described in the Limited Offering Memorandum under the heading "THE DEVELOPMENT – Permitting;"

materially adverse changes or determinations to permits or approvals for the Development which necessitate changes to the land use or other plans for the Development;

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 Development as described in the Limited Offering Memorandum or on the ability to undertake the development of the Development 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 Developer shall clearly identify each other document so incorporated by reference.

If the Developer sells, assigns or otherwise transfers ownership of real property in the Development subject to the Series 2021 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 Developer hereby agrees to require such third party to comply with the disclosure obligations of the Developer 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 Developer 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 "Developer" 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 Developer remains an Obligated Person hereunder following any Transfer, nothing herein shall be construed to relieve the Developer from its obligations hereunder.

Provision of Quarterly Reports.

The Developer shall provide a Quarterly Report which contains the information in Section 5(b) 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 Developer 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 Developer by telephone and in writing (which may be by e-mail) to remind the Developer of its undertaking to provide the Quarterly Report pursuant to Sections 5 and 6 hereof. Upon such reminder, the Developer 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 Developer 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 Developer 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 Developer 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:

principal and interest payment delinquencies on the Bonds;

non-payment related defaults, if material;

unscheduled draws on debt service reserves reflecting financial difficulties;

unscheduled draws on credit enhancements reflecting financial difficulties*;

substitution of credit or liquidity providers, or their failure to perform*;

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;

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

There is no credit enhancement for the Bonds as of the date hereof.
† The Bonds are not rated as of the date hereof.

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 Sections 3(a) or 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);

the name of any Obligated Person other than the District;

the name and date of the document being submitted; and

contact information for the submitter.

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 Developer'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 Developer is no longer an Obligated Person. If such termination occurs prior to the final maturity of the Bonds, the District and/or the Developer 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 Developer pursuant to this Disclosure Agreement.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District, the Developer 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, 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 Developer, 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 Developer 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 Developer, 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 Developer, 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 Developer, provided that no amendment to the provisions of Sections 5 and 6 hereof may be made without the consent of the Developer as long as the Developer is an Obligated Person.

Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the District or the Developer 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 Developer 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 Developer 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 Developer, the Disclosure Representative of the District, the Disclosure Representative of the Developer 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 Developer, the Disclosure Representative of the District, the Disclosure Representative of the Developer 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 Developer, the Disclosure Representative of the District, the Disclosure Representative of the Developer or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

Duties   of   District,   Developer   and   Dissemination   Agent.   The District and the Developer 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 Developer each acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, the Developer, 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 Developer, 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 Developer or others in connection with the Quarterly Reports or to cause the Quarterly Reports to be provided by the Developer.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the District, the Developer, 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 Developer agree that the Dissemination Agent is a bona fide agent of the District and the Developer and may receive, on a timely basis, any information or reports it requests that the District and the Developer 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]	LAKEWOOD RANCH STEWARDSHIP DISTRICT	

Consented and Agreed to by:		
PFM GROUP CONSULTING LLC, and its
successors and assigns, as Disclosure Representative	By:		 Chair, Board of Supervisors	
By:		 Stanley Geberer,
Senior Managing Consultant		

Joined by U.S. BANK NATIONAL
ASSOCIATION, as Trustee, for purposes of Section 13 only	
PFM GROUP CONSULTING LLC, as
initial Dissemination Agent	

By:		 Scott Schuhle, Vice President	By:		 Stanley Geberer,
Senior Managing Consultant	
TOLL FL XIII LIMITED PARTNERSHIP,
a Florida limited partnership

By:	 Name:  	
Title:  			

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")
Toll FL XIII Limited Partnership (the "Developer")

Name of Bond Issue:	$[Bond Amount] Special Assessment Revenue Bonds, Series 2021 (The Isles at Lakewood Ranch Project – Phase 2)

Date of Issuance:	[Closing Date]

CUSIPs:	[	]

NOTICE IS HEREBY GIVEN that the [District] [Developer] 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 Developer and the Dissemination Agent named therein. The [District] [Developer] has advised the undersigned that it anticipates that the [Annual]

[Quarterly] Report will be filed by Dated:  	

cc: [District] [Developer] Obligated Person(s) Participating Underwriter

, 20   .

 	, as Dissemination Agent

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Matters Relative to the Azario GDP Modification

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Amended Master Assessment Methodology

AMENDED MASTER ASSESSMENT METHODOLOGY REPORT
LAKEWOOD RANCH STEWARDSHIP DISTRICT
NORTHEAST SECTOR
Azario Project Area

July 9, 2021 Prepared for
Board of Supervisors
Lakewood Ranch Stewardship District Prepared by
PFM Financial Advisors, LLC 12051 Corporate Boulevard
Orlando, Florida 32817
407-382-3256

`

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Amended Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

1.0	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 Azario Project Area (“Azario”) comprises +/- 1,010.26+/- acres located in the Northeast Sector (“Sector”) that contains +/- 3,853 gross acres. The District Engineer’s report of September, 2019 (“District Engineer’s Report”)1 provides a description of the area and a location map.

This Amended Master Assessment Methodology Report (“Amended Master”), is designed to amend and restate the Master Assessment Methodology Report, dated October 4, 2019 (“Master”). This Amended Master provides a methodology to allocate the debt over the approximately 1,010.26 acres in Azario that will receive a special benefit from the proposed capital improvement plan (“CIP”) to be installed in Azario (“Properties”). It is the District’s debt-funded capital infrastructure improvements that will allow the development of the Properties in Azario. By making development of the Properties within Azario possible, the District creates benefits to these Properties.

The methodology described herein allocates the District’s debt to the Properties based upon the benefits each receives from the infrastructure program. In this case the Properties receiving benefit are some 1,010.26 acres of land within the Azario portion of the District. This report is designed to conform to the requirements of Chapter 170, F.S. with respect to special assessments and is consistent with our understanding of the case law on this subject.2 In addition, this report is consistent with the assessment methodologies that the District has used for all of its other financings in all sectors of the District.

Projected Land Use Plan for Azario

Azario is located in Manatee County, Florida lying within Sections 2,3,10, and 11, Township 35 South, Ranges 19 East. The main entries are off 44th Street and Uihlein Road. Table 1 summarizes the land use development plan. The acreages are approximate and will be determined at platting.

1 Waldrop Engineering (September 2019), “Engineer’s Report Azario Lakewood Ranch”
2 See for City of Winter Springs v. State, 776 So.2d 255 (Fla 2003) and City of Boca Raton, v. State, 595 So.2d 25 (Fla 1992)

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Table 1: Projected Land Use Plan for Total Acres in The Azario Project Area

Land Use	Acres	
Residential	484.3	
Golf Course, Amenities, etc.	200.5	
Wet Detention Ponds	146.8	
Open Space	91.7	
Habitat Preserve	57.0	
Right of Way	6.1	
Other nondevelopable	5.1	
Expansion Parcel	19.1	

Total	=======
1,010.26	
Source: District Engineer’s Report and Manatee County Property Appraiser

Azario is being developed by Taylor Morrison of Florida, Inc. (“Landowner” and/or “Developer”). Azario is planned for 1,822 single-family homes and twin-villas of varying sizes on lots with widths ranging from 42’ to 90’ based on current plans. This number is subject to change upon final platting. The homes will be built in seven phases based on market demand. Azario will have four amenity campuses, an 18-hole golf course, and clubhouse. Azario is planned for two communities, Azario Esplanade and Park East at Azario. Esplanade features the golf course and clubhouse. Park East is designed to appeal to families. Table 2 displays the current development program for Azario. The development plan may change over time in response to market conditions.

[The balance of this page left intentionally blank.]

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Table 2. Development Plan for Azario

Product Type	Units*	
Azario - Active Adult		
Golf		
45'	324	
52'	199	
62'	193	
76'	97	
90'	36	
Subtotal	849	
Non Golf		
Twin Villas - TV	278	
45'	2	
52'	250	
62'	137	
Subtotal	667	
TOTAL Azario Esplanade	1,516	

Park East - Adventure		
42'	86	
52'	90	
62'	89	
76'	41	
TOTAL Park East Adventure	306	
TOTAL	1,822	
Source: the Landowner *subject to change upon final platting

At the outset, the CIP for Azario CIP is based on the projected land uses the Developer plans for the lands comprising Azario (as shown in Tables 1 and 2). However, until either:
parcels of land along with their development entitlements are sold by the Landowner to the new landowner and entitlements conveyed or (b) plats are filed, the precise land uses are unknown.

Therefore, the District initially will impose assessments (“Assessments”) on a per gross acre basis on the unsold and unplatted Properties within Azario based on the land use plan outlined in Tables 1 and 2 (or in any updates issued from time to time), and on any sold or platted Property in accordance with its actual land use or contractual entitlement as transferred to the new landowner from the Landowner.

The numerical analysis provided below is illustrative of the assessment methodology. Since actual costs may vary from the estimates, the actual figures may change as information becomes available. However, the information provided here is the best available at this time.

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

There is one important proviso. The debt per acre on the Property that remains unplatted in Azario is not allowed to increase above its Ceiling Amount. The Ceiling Amount is set whenever the District issues debt. It is calculated by dividing the unplatted acres of the Properties in Azario into the debt allocated to the unplatted Properties. In addition, this requirement will be tested at four intervals based upon the percentage of total acres that are developed. The intervals are at 25%, 50%, 75% and 90% of the gross acres.

Requirements of a Valid Assessment Methodology

Valid special assessments under Florida law require two things. First, the properties assessed must receive a special benefit from the improvements paid for via the assessments that exceeds the burden of the debt placed upon them. Second, the assessments must be fairly and reasonably allocated to the properties being assessed.

If these two characteristics of valid special assessments are adhered to, Florida law provides wide latitude to legislative bodies, such as the District’s Board of Supervisors in approving special assessments. Indeed, Florida courts have found that mathematical perfection is probably impossible, but if reasonable people disagree the assessment will be upheld. Only if the Board was to act in an arbitrary, capricious or grossly unfair fashion would its assessment methods be overturned.

Special Benefits and General Benefits

New capital Infrastructure improvements included in the CIP create both: (1) special benefits to Azario and (2) general benefits to properties outside Azario. However, as discussed below, these general benefits are incidental in nature and are readily distinguishable from the special benefits which accrue to Azario.

The CIP described in the District Engineer’s Report enables Azario to be developed. Without the CIP, there would be no infrastructure to support development of Azario.

There is no doubt that the general public, and property owners outside Azario, will benefit from the provision of the CIP. However, these benefits are incidental to the CIP, which is designed solely to meet the needs of Azario. Lands outside Azario do not depend upon the CIP to obtain, or to maintain, their development entitlements. This fact alone clearly distinguishes the special benefits which the Properties in Azario receive compared to those lying outside of the boundaries of Azario.

As described in Table 5, the estimated cost of the CIP as funded totals $45,740,000. Since the District comprises 1,010.26 gross acres, the cost per gross acre in the District is $45,275 on a debt financed basis. As discussed in more detail below, at the time all of the Properties are developed according to the land plan in Table 2, the developed Properties will have absorbed all of the debt that was initially allocated on a gross acre basis.

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Therefore, the proper analysis of the special benefit to the Properties in the District planned for development is to compare the current value of the property to be developed to the expected future value of the property after the total CIP is installed. As demonstrated below, the installation of the infrastructure will generate benefits well in excess of its $45,275 per acre cost by boosting the market value of the now undeveloped property well above the current land value (as described below) plus the cost of the infrastructure.
Table 3 demonstrates the expected special benefit to the Properties from the installation of the District’s portion of the CIP. The development plan shown in Table 2 projects 1,822 residential units developed along with a golf course, clubhouse, and four amenity campuses. Since the District comprises 1,010.26 gross acres, the plan is for a gross density of 1.80 units per acre.

Based on current market pricing, the estimated average market price of residential units to be developed in Azario will be $400,000. On average, a finished building lot is valued at 22% of the total home and lot package. This produces an estimated finished lot value of
$88,000. The CIP has a total cost as financed of $45,740,000 for 1,822 lots, thus the CIP cost per finished lot is $25,104. The market value of the land, as improved by the CIP, is then estimated as the difference between the value of the finished lot of $88,000 and the cost of the improvements per lot of $25,104 resulting in a residual value for the land, as improved, of $62,896. The foregoing market value is subject to change based on the final pricing details of the District’s bond issues and the market value of the homes to be built on the Properties.

According to the Manatee County Property Appraiser, the 1,010.26 acres of land that comprise the Azario was purchased for $39,299,300. The development program produces a density of 1.80 units per acre, so the land value per unit for the lots is $21,569.

Therefore, the District’s CIP will provide a special benefit to the Properties. The cost of the raw land at an expected density of 1.80 units per acre is $21,569 per lot. The net increase in the market value of the lots once improved by the District’s CIP is estimated at $62,896. Therefore, the net benefit in market value of the lots after deducting the cost of the land before the improvements is $41,326 (i.e. $62,896 - $21,569 = $41,326). This demonstrates the special benefits generated by the CIP to the Properties.

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Table 3. Demonstration of Special Benefit for Properties in Azario

Category	Amount

Acreage	1,010.26

Bonds to Fund District CIP

$45,740,000
=========

Debt/Acre	$45,275

Units	1,822
District Acreage	1,010.26
========
Units/Acre	1.80

Average Price	$400,000
Finished lot	$88,000
CIP Cost per lot	$25,104
========
Remainder	$62,896
Land Cost	$39,299,300
Acres	1,010.26
Cost/Acre	$38,900
Cost/DU/Lot	$21,569
========

Net Benefit Per Unit

$41,326

Source: PFM Financial Advisors, LLC

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Assessment Methodology

Overview

The assessment methodology is a process by which the District will allocate the costs associated with its improvement program to properties in Azario area of the District benefiting from the improvements. The allocation is based upon the benefits that the Properties receive. At the outset, the District has based its CIP on the projected land uses the Landowner plans for Azario portion of the District as outlined in Table 2.

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 Azario created by the Landowner summarized in Table 2, the District Engineer has developed the CIP for Azario. These cost estimates are summarized in Table 4 below. The Engineer estimates a total project cost of
$35,763,321. The CIP estimate excludes financing costs and interest expenses.

Table 4: District Engineer’s Estimated Costs for The District’s Capital Improvement Program for Azario

Category	Amount	
Stormwater	$16,711,125	
Wastewater	$8,210,184	
Potable Water	$6,177,231	
Contingency	$4,664,781	

Total	========
$35,763,321	
Source: District Engineer’s Report

Based on the District Engineer’s estimated cost for Azario, the District’s Financial Advisor has designed a financing program to provide the construction funds needed for the CIP. Table 5 provides a summary of the financing program needed to fund this project in Azario. Bonds totaling approximately $45,740,000 are needed to fund the District’s share of the CIP.

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Table 5: Estimated Size of the Bonds for Azario

Category	Amount	
Construction Fund	$35,763,321	
Debt Service Reserve Fund	$3,322,961	
Capitalized Interest	$5,488,800	
Cost of Issuance	$250,000	
Underwriter's Discount	$914,800	
Original Issue Discount	$0	
Rounding	$118	

Total Par	========
$45,740,000	
Source: PFM Financial Advisors, LLC

The debt service reserve account is set initially at 100% of maximum annual debt service. The bond sizing includes two-years of capitalized interest. We estimated the underwriter’s discount at 2.0%. This allowance pays the underwriter for taking the risks involved in purchasing the District’s bonds. The cost of issuance pays for the trustee, financial advisor, district counsel and other costs associated with issuing the District's bonds.

Allocation to Benefiting Properties – The Master Methodology

The discussion offered below illustrates the process by which this report will allocate Assessments levied to pay indebtedness incurred to support the CIP. As described above, until such time as either: (a) Properties are sold along with their entitlements or (b) plats are recorded; the specific land uses in the District are not known with certainty. Therefore, at the outset, the debt is allocated on an acreage basis across all benefited acres in the District totaling approximately 1,010.26 acres. As the sale and platting process unfolds, the District will more finely articulate the allocation of debt to benefiting Properties based on their land uses.

As noted above, as long as two basic principles are adhered to, Florida law allows the Board of the District great latitude in determining the appropriate methodology to allocate the costs of the CIP to benefiting properties within Azario. The two principals are: (1) the properties being assessed must receive a special benefit from the CIP and (2) the assessments allocated to each property must be fairly and reasonably apportioned among the benefiting properties. In allocating special assessment costs to benefiting property Florida governments have used a variety of methods including, but not limited to, front footage, area, trip rates, equivalent residential units, dwelling units, acreage, and value.

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

As shown in Table 1, the development plan for Azario anticipates construction of 1,822 residential units, a golf course, clubhouse, and four amenity campuses. Since the development program includes both residential units and non-residential development, the most equitable method to allocate the cost of the CIP among the Properties is the equivalent residential unit method (“ERU”). The Florida Supreme Court concluded that the ERU method was a valid methodology in its decision in Winter Springs v. State.3 In addition, the District has used this methodology in other similar circumstances.

The ERU method typically identifies a single-family home in the community as its unit of measurement, 1-ERU. In this application the homes on 45’ wide lots are assigned 1-ERU. The other residential categories are scaled based on the 45’ wide lot category. The twin villas are allocated 0.5 ERU per unit given their relative size. The non-residential amenities and the clubhouse have not yet been designed. The typical relationship between a clubhouse and a standard single-family home is about 10-to-1 based on their relative sizes and use of the CIP infrastructure. The typical amenity center is allocated 5 ERU again based on the typical size of these centers in relationship to a standard single-family home which in this application is the 45’ wide category of single-family homes.

Table 6 provides the allocations to the Properties using the ERU methodology. Table 7 shows both the total amount of debt allocated to each category of land use as well as the annual assessment amount per unit.

[The balance of this page left intentionally blank.]

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

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Table 6. Allocation of the Cost of the CIP as Financed to the Properties

Land Use	Units	ERU/Unit	ERUs	%ERU	Total Par Debt	Par Debt/Unit	
Azario Esplanade							
45'	326	1.00	326.00	16%	$7,167,257	$21,985	
52'	449	1.16	518.84	25%	$11,407,030	$25,405	
62'	330	1.38	454.67	22%	$9,996,052	$30,291	
76'	97	1.69	163.82	8%	$3,601,706	$37,131	
90'	36	2.00	72.00	3%	$1,582,953	$43,971	
Twin Villas - TV	278	0.50	139.00	7%	$3,055,978	$10,993	
Clubhouse & Golf Course	1	10.00	10.00	0%	$219,855	$219,855	
3 Amenity Campuses	3	5.00	15.00	1%	$329,782	$109,927	
	========		========		========		
Subtotal	1,516		1,699.33		$37,360,612		
Park East at Azario							
42'	86	0.93	80.27	4%	$1,764,699	$20,520	
52'	90	1.16	104.00	5%	$2,286,487	$25,405	
62'	89	1.38	122.62	6%	$2,695,905	$30,291	
76'	41	1.69	69.24	3%	$1,522,370	$37,131	
1 Amenity Campus	1	5.00	5.00	0%	$109,927	$109,927	
	========		========		========		
Subtotal	306
========		381.13
========		$8,379,389
========		
Total	1,822		2,080.47		$45,740,000		
Source: PFM Financial Advisors, LLC

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Table 7. Estimated Annual Debt Service Payments for the Properties

Land Use	Debt/Unit	Net Debt Service	Administrative Expenses	Total Debt Service	
Azario Esplanade					
45'	$21,985	$1,597	$120	$1,717	
52'	$25,405	$1,846	$139	$1,985	
62'	$30,291	$2,201	$166	$2,366	
76'	$37,131	$2,698	$203	$2,901	
90'	$43,971	$3,194	$240	$3,435	
Twin Villas - TV	$10,993	$799	$60	$859	
Clubhouse & Golf Course	$219,855	$15,972	$1,202	$17,174	
3 Amenity Campuses	$109,927	$7,986	$601	$8,587	

Park East at Azario	
$20,520	
$1,491	
$112	
$1,603	
42'	$20,520	$1,491	$112	$1,603	
52'	$25,405	$1,846	$139	$1,985	
62'	$30,291	$2,201	$166	$2,366	
76'	$37,131	$2,698	$203	$2,901	
1 Amenity Campus	$109,927	$7,986	$601	$8,587	
Source: PFM Financial Advisors, LLC

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

The Landowner may contemplate contributing a portion of the CIP by constructing and subsequently donating elements of the CIP to the District to offset the assessments on the amenity campuses.

True Up Mechanism

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

By way of illustration, if the District issues $45,740,000 in Series 2019 Bonds as planned, then the Ceiling Amount would be set at $45,275 per gross acre ($45,740,000/1,010.26).

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 6 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 8. STAGE OF DEVELOPMENT FOR TRUE UP TEST

Category	25%	50%	75%	90%	
Cumulative Acres	252.57	505.13	757.70	909.24	
Unallocated Acres	757.70	505.13	252.57	101.03	
Source: PFM Financial Advisors, LLC

Tax Roll

Table 9 presents the tax roll for Azario. The benefitted parcels are identified by parcel numbers at this juncture with Exhibit A providing the legal description for the Expansion Parcel. When the PA assigns tax identification numbers, the District will update the tax roll. The annual assessment amount is calculated based on an estimated interest rate of 6% and a term of 30-years. The administrative charges include charges of 1.5% for the Manatee County Property Tax Assessor, 1.5% for the Manatee County Property Appraiser, and a 4% collection allowance for early payment of property taxes.

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Table 9. Tax Roll

	Assessment	Fees	Assessment	
576000209	991.17	$44,875,784	$3,260,177	$245,390	$3,505,567	
Exhibit A - Expansion Parcel	19.09
========	$864,216
========	$62,784
========	$4,726
========	$67,510
========	
Total	1,010.26	$45,740,000	$3,322,961	$250,115	$3,573,077	

Tax Identification Number	Acres	Par Debt	Annual

Administrative

Total Annual

Source: PFM Financial Advisors, LLC

Amended Master Assessment Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area

Exhibit A – Expansion Parcel Legal

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-28

RESOLUTION 2021-28

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENT; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE MADE; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; AND PROVIDING FOR PUBLICATION OF THIS RESOLUTION.

WHEREAS, the Lakewood Ranch Improvement District (the “District”) is a local unit of special-purpose government located in Sarasota and Manatee Counties, and established pursuant to Chapter 2005-338, Laws of Florida, as amended (the “Act”) for the purposes of constructing, installing, acquiring, operating and/or maintaining public infrastructure improvements; and

WHEREAS, the Board of Supervisors (the “Board”) of the District hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements (“Improvements”) within the portion of the District known as the Azario Project as more particularly described in that certain Engineer’s Report Azario Lakewood Ranch dated December, 2019, as amended and restated July 2020, attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, it is in the best interest of the District to pay the cost of the Improvements by special assessments levied on benefitted lands within the Azario Project pursuant to Section 13 of the Act (hereinafter, the “Assessments”); and

WHEREAS, the District is empowered by the Act, and Chapters 170 and 197, Florida Statutes, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain the Improvements and to impose, levy and collect the Assessments; and

WHEREAS, the District hereby determines that benefits will accrue to the property improved, the amount of those benefits, and that special assessments will be made in proportion to the benefits received for lands within the Azario Project of the District as set forth in that

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certain Amended Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area, dated July 9, 2021, attached hereto as Exhibit B and incorporated herein by reference and on file at 14400 Covenant Way, Lakewood Ranch, Florida 34202 (the “District Records Office”); and

WHEREAS, the District hereby determines that the Assessments to be levied will not exceed the benefits to the property improved; and

WHEREAS, this Resolution shall serve as the “resolution required to declare special assessments” contemplated by Section 170.03, Florida Statutes, for the assessment lien(s) levied against the property as described in Exhibits A and B that secure the Assessments.

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

The Assessments shall be levied to defray the cost of the Improvements.

The nature and general location of, and plans and specifications for, the Improvements are described in Exhibit A, and are on file at the District Records Office. Exhibit B is also on file and available for public inspection at the same location.

The total estimated cost of the Improvements is $ 	 “Estimated Cost”).

(the

The Assessments will defray approximately $	which includes the Estimated Cost, plus financing-related costs, capitalized interest, and debt service reserve.

The manner in which the Assessments shall be apportioned and paid is set forth in
Exhibit B.

The Assessments shall be levied within the Azario Project of the District on all lots and lands adjoining and contiguous or bounding and abutting upon such improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for.

There is on file, at the District Records Office, an assessment plat showing the area to be assessed, with certain plans and specifications describing the Improvements and the Estimated Cost of the Improvements, all of which shall be open to inspection by the public.

Commencing with the year in which the Assessments are confirmed, the Assessments shall be paid in not more than (30) thirty annual installments.   The Assessments may be payable at the same time and in the same manner as are ad-valorem taxes and collected

2

pursuant to the Act and Chapter 197, Florida Statutes; provided, however, that in the event the uniform non ad-valorem assessment method of collecting the Assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Assessments may be collected as is otherwise permitted by law.

The District Manager has caused to be made a preliminary assessment roll, in accordance with the method of assessment described in Exhibit B hereto, which shows the lots and lands assessed, the amount of benefit to and the assessment against each lot or parcel of land and the number of annual installments into which the assessment may be divided, which is hereby adopted and approved as the District’s preliminary assessment roll.

The Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the Assessments or the making of the Improvements, the cost thereof, the manner of payment therefor, or the amount thereof to be assessed against each property as improved.

The District Manager is hereby directed to cause this Resolution to be published twice (once a week for two (2) weeks) in a newspaper of general circulation within Manatee and Sarasota Counties and to provide such other notice as may be required by law or desired in the best interests of the District.

This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 7th day of July, 2021.

ATTEST:	BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary	Rex Jensen, Chairman

Exhibit A:	Engineer’s Report Azario Lakewood Ranch dated December, 2019, as amended and restated July 2020
Exhibit B: Amended Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area, dated July 9, 2021

3

Exhibit A

Engineer’s Report Azario Lakewood Ranch dated December, 2019, as amended and restated July
2020

4

Exhibit B

Amended Master Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Azario Project Area, dated July 9, 2021

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-29

RESOLUTION 2021-29

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT SETTING A PUBLIC HEARING TO BE HELD ON AUGUST    , 2021, AT 9:00 A.M. AT 14400 COVENANT WAY, LAKEWOOD RANCH, FLORIDA, FOR THE PURPOSE OF HEARING PUBLIC COMMENT ON IMPOSING A SPECIAL ASSESSMENT ON CERTAIN PROPERTY WITHIN THE DISTRICT GENERALLY DESCRIBED AS THE LAKEWOOD RANCH STEWARDSHIP DISTRICT IN ACCORDANCE WITH CHAPTER 2005-338, LAWS OF FLORIDA.

WHEREAS, the Board of Supervisors of the Lakewood Ranch Stewardship District, (“Board”) has previously adopted Resolution 2021-28, entitled:

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENT; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE MADE; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; AND PROVIDING FOR PUBLICATION OF THIS RESOLUTION.

WHEREAS, in accordance with Resolution 2021-28, a preliminary assessment roll has been prepared and all other conditions precedent set forth in Chapter 170, Florida Statutes, and Chapter 2005-338, Laws of Florida, to the holding of the aforementioned public hearing have been satisfied, and the roll and related documents are available for public inspection at 14400 Covenant Way, Lakewood Ranch, Florida 34202 (“District Records Office”).

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

There is hereby declared a public hearing to be held at 9:00 a.m., on August         , 2021, at 14400 Covenant Way, Lakewood Ranch, Florida for the purpose of hearing comment and objections to the proposed special assessment program for community improvements within the area of the District known as the Azario Project, as identified in the preliminary assessment roll, a copy of which is on file. Affected parties may appear at the hearing or submit their comments in writing prior to the meeting to the office of the District Manager, 12051 Corporate Boulevard, Orlando, Florida 32817.

Notice of said hearing shall be advertised in accordance with Chapters 170 and 197, Florida Statutes, and Section 13 of Chapter 2005-338, Laws of Florida, and the District Manager is hereby authorized and directed to place said notice in newspapers of general circulation within Manatee and Sarasota Counties (by two publications one week apart with the first publication at least 20 days prior to the date of the hearing established herein). The District Manager shall file a publisher’s affidavit with the District Secretary verifying such publication of notice. The District Manager is further authorized and directed to give (30) thirty days written notice by mail of the time and place of this hearing to the owners of all property to be assessed and include in such notice the amount of the assessment for each such property owner, a description of the areas to be improved and notice that information concerning all assessments may be ascertained at the District Office. The District Manager shall file proof of such mailing by affidavit with the District Secretary.

This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 9th day of July, 2021.

ATTEST:	LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Rex Jensen, Chairman

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Matters Relative to Northeast Sector (Phase 2C)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Supplemental Assessment Methodology

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

August 2021

Prepared for:

Board of Supervisors,
Lakewood Ranch Stewardship District

Prepared on August 6, 2021

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 32817

ADDENDUM TO THE SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT LAKEWOOD RANCH STEWARDSHIP DISTRICT
NORTHEAST SECTOR SERIES 2020 BONDS PHASE 2C

August 6, 2021

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 7,894 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 $7,014,504 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)	1,010	SF	1,825*	
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)	31	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		7,894	
Net (parcels K & L and school sites)	3,627			
Source: The Landowner *estimated, subject to change upon final platting

The Tract A developer has successfully purchased the additional 19.088 acres from the Landowner which will extend the eastern boundary of Tract A to Uihlein Road. Tract A includes 1,010.26 acres planned for 1,825 single family units (subject to change upon final platting). The General Development Plan (“GDP”) has been accepted by Manatee County to allow for additional development 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: 7,894 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 completed its purchase and sale contracts with MI Homes for Parcel G and Taylor Morrison for the 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

	Net Annual	
Land Use	Par Debt	Par Debt/Unit	Debt Service	
Single-family standard	$78,313,394	$11,837	$859.94	
Single-family age restricted	$7,020,507	$10,653	$773.95	
Apartments	$6,391,964	$7,102	$515.97	
Commercial (square feet of building)	$6,574,135
=========	$12	$0.86	
Total	$98,300,000			
Source: PFM Financial Advisors LLC

True-Up Mechanism

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

To date the District has sold $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 successfully acquired the Expansion Parcel. Tract A consists of 1,010.26 acres planned for 1,825 single-family units (subject to change based on final platting) 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

Sources:
Bond Proceeds:		
Par Amount	$7,575,000.00	
Net Premium	$75,076.90	
SOURCES TOTAL	$7,650,076.90	
Uses:		
Project Fund Deposits
General Account	
$6,136,101.09	
Retainage Account	$878,402.89	
Project Fund	$7,014,503.98	

Other Fund Deposits:		
Debt Service Reserve Fund	$215,706.25	
Capitalized Interest	$107,091.67	
	$322,797.92	
Delivery Date Expenses:		
Cost of Issuance	$161,275.00	
Underwriter's Discount	$151,500.00	
	$312,775.00	
USES TOTAL	$7,650,076.90	
Maximum Annual Debt Service	$431,413	
Average Coupon Rate	3.79%	
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 incorporating the Expansion Parcel within Parcel A and Parcel G.

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

Category	Phase 2C	
Land Use	Single-family	
Number of Units	640	
Par Debt/Unit	$11,836	
Total Par Debt Allocated	$7,575,000	
Net Annual Debt Service/Unit	$674	
Total Net Maximum Annual Debt Service	$431,413	
Total Gross Annual Debt Service	$463,884	
Gross Annual Debt Service/Unit	$725	
Source: PFM Financial Advisors LLC

Tract A is currently planned for 1,825 residential units (subject to change upon final platting), 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. The Taylor Morrison’s General Development Plan (“GDP”) has been approved by Manatee County Board of County Commissioners permitting the the additional planned density.

4.0	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

Parcel
Parcel A - Taylor Morrison	
Gross Acres	
Par Debt	Annual Assessment	Administrative
Charges	Total Annual Assessment	
(Undeveloped)	749	$1,657,031	$94,371	$7,103	$101,475	
Parcel G	260
=======	$5,917,969
=======	$337,041
=======	$25,369
=======	$362,410
=======	
Total	1,009	$7,575,000	$431,413	$32,472	$463,884	
Source: PFM Financial Advisors LLC

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Resolution 2021-30

RESOLUTION 2021-30

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LAKEWOOD RANCH STEWARDSHIP DISTRICT ADOPTING A SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT; AUTHORIZING THE DISTRICT MANAGER TO UPDATE THE ASSESSMENT ROLL; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.

WHEREAS, the Lakewood Ranch Stewardship District (the “District”) is a local unit of special-purpose government organized and existing in accordance with Chapter 2005-338, Laws of Florida, as amended (the “Act”); and

WHEREAS, the District was created for the purpose of delivering certain community development services and facilities that have been further described in the District’s Improvement Plan, and to finance such improvements through the issuance of bonds and notes, which bonds and notes will be repaid by the imposition of special assessments on benefitted property within the District and any additional revenue sources permitted by Florida law; and

WHEREAS, the District previously issued its $7,575,000 Lakewood Ranch Stewardship District Special Assessment Revenue Bonds, Series 2020 (Northeast Sector Project – Phase 2C) (the “Series 2020 Bonds”) to pay all or a part of the costs of the design, permitting, acquisition, construction and installation of certain improvements and facilities all as permitted by the Act; and

WHEREAS, the District, in connection with the issuance of the Series 2020 Bonds, escrowed certain bond funds until such time as specified land use approval decisions were made by Manatee County; and

WHEREAS, the District has received notice that Manatee County has taken the required action necessary to release the escrow in accordance with the terms and conditions established in the Series 2020 Bonds; and

WHEREAS, the District desires to adopt the District’s Addendum to the Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Series 2020 Bonds Phase 2C, dated August, 2021 (“Assessment Report”) which updated and refines the debt allocations in the Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Series 2020 Bonds (Phase 2C), dated November 24, 2020, adopted pursuant to Resolution 2021-13.

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

SECTION 1. The recitals as stated above are true and correct and by this reference are incorporated into and form a material part of this Resolution.

SECTION 2. The Board hereby adopts the District’s Addendum to the Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Series 2020 Bonds Phase 2C dated August, 2021, attached hereto and incorporated by reference herein as Exhibit A.

SECTION 3.   The District Manager is hereby authorized to update the assessment roll for the Assessment Report and provide notice to the Trustee of these actions in accordance with the terms and conditions set forth in the Series 2020 Bonds.

SECTION 4. This Resolution is intended to supplement Resolution 2021-13, which remain in full force and effect. This Resolution and Resolution 2021-13 shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.

SECTION 5. If any section or part of a section of this Resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

SECTION 6. This Resolution shall become effective upon its adoption.

PASSED AND ADOPTED this 9th day of July, 2021.

ATTEST:	LAKEWOOD RANCH STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Rex Jensen, Chairman

Exhibit A: Addendum to the Supplemental Assessment Methodology Report Lakewood Ranch Stewardship District Northeast Sector Series 2020 Bonds Phase 2C dated August, 2021

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Other Matters

(provided under separate cover)

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Recommendation of Auditor Selection Committee

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 5/31/2021

Current Month	Prior Month	Variance

Current Assets	Assets		
Cash-Operating Account		$1,620,468.14		$2,247,001.62		($626,533.48)	
Utilities Deposits		700.00		700.00		0.00	
Prepaid Expense		17,157.83		15,142.21		2,015.62	
Reserve Account		305,165.95		152,586.70		152,579.25	
Total Current Assets		$1,943,491.92		$2,415,430.53		($471,938.61)	
Total Assets		$1,943,491.92		$2,415,430.53		($471,938.61)	

Liabilities and Net Assets					
Current Liabilities
Accounts Payable	
$209,232.39		
$233,071.95		
($23,839.56)	
Reserve Liability	305,165.95		0.00		305,165.95	
Due to Debt Service Funds	0.00		4,026.51		(4,026.51)	
Total Current Liabilities	$514,398.34		$237,098.46		$277,299.88	
Total Liabilities	$514,398.34		$237,098.46		$277,299.88	

Net Assets

Retained Earnings - Prior Year	$17,780.36		$17,780.36		$0.00	
Surplus (Deficit) for the Period	1,411,313.22		2,160,551.71		(749,238.49)	
Total Net Assets	$1,429,093.58		$2,178,332.07		($749,238.49)	
						
Total Liabilities and Net Assets	$1,943,491.92		$2,415,430.53		($471,938.61)	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis For the Month Ended May 31, 2021

Fiscal Year 2021 Budget

SOURCES OF FUNDS	Current Actual	Current Budget	Current Variance	YTD
Actual	YTD
Budget	YTD
Variance	
$962,817 Assessments - NE	$2,788		$80,235		-$77,447		$1,019,844		$641,878		$377,966	
1,904,463 Assessments - NW	6,504		158,705		-152,202		1,948,149		1,269,642		678,507	
1,683,688 Assessments - SE	5,601		140,307		-134,706		1,679,038		1,122,458		556,579	
462,112 Assessments - SRQ	3,200		38,509		-35,309		501,570		308,075		193,496	
3,060,985 Landowner Contributions	-152,578		255,082		-407,660		537,287		2,040,657		-1,503,370	
1,000 Other Revenue	1		83		-82		4,365		667		3,698	

$8,075,064 Total	-$134,484		$672,922		-$807,406		$5,690,253		$5,383,376		$306,877	

USES OF FUNDS GENERAL AND ADMINISTRATIVE	
$8,000 Insurance	$0		$667		-$667		$7,500		$5,333		$2,167	
15,000 Meeting Advertising	0		1,250		-1,250		845		10,000		-9,155	
80,000 Engineering	0		6,667		-6,667		32,117		53,333		-21,216	
23,000 Bond Agent Fees	0		1,917		-1,917		22,500		15,333		7,167	
100,000 Legal Fees	8,841		8,333		507		30,600		66,667		-36,067	
115,000 Accounting	16,950		9,583		7,367		74,325		76,667		-2,342	
253,500 Lien Book and Tax Roll	0		21,125		-21,125		204,250		169,000		35,250	
20,000 Annual Audit	0		1,667		-1,667		15,000		13,333		1,667	
118,250 Trustee	2,016		9,854		-7,839		65,837		78,833		-12,996	
105,000 Manager	7,500		8,750		-1,250		60,093		70,000		-9,907	
1,500 Postage	26		125		-99		344		1,000		-656	
1,500 Office Supplies	0		125		-125		498		1,000		-502	
3,810 Other Current Charges	0		318		-318		682		2,540		-1,858	
22,000 Dues, Licenses & Subscriptions	125		1,833		-1,708		1,550		14,667		-13,117	

$866,560 Total	$35,458		$72,213		-$36,756		$576,766		$577,707		-$941	

RESERVES
$152,578 Reserves	

$152,588		

$12,715		

$139,873		

$152,588		

$101,719		

$50,869	

$152,578 Total	$152,588		$12,715		$139,873		$152,588		$101,719		$50,869	

MAINTENANCE												
$300,000 Maintenance Management Fee	$25,000		$25,000		$0		$175,000		$200,000		-$25,000	
$0 Storm Damage and Clean Up	0		0		0		1,563		0		1,563	
2,000 Uniforms	0		167		-167		0		1,333		-1,333	
6,000 Job Materials	6		500		-494		642		4,000		-3,358	
12,400 Fuel and Oil	0		1,033		-1,033		43		8,267		-8,223	
0 Equipment	0		0		0		1,023		0		1,023	
500 Tools/Machinery	42		42		1		291		333		-42	
500 Supplies	0		42		-42		1,497		333		1,164	
2,000 Miscellaneous Maintenance	1,921		167		1,754		15,372		1,333		14,039	
1,200 Vehicle R&M	0		100		-100		0		800		-800	
7,800 Vehicle Leases	0		650		-650		0		5,200		-5,200	
3,000 Waste Management	0		250		-250		2,872		2,000		872	
280,000 Bob Gardner Park	36,562		23,333		13,229		277,878		186,667		91,211	
112,000 James L. Patton Park	6,404		9,333		-2,929		81,305		74,667		6,639	
20,000 Roger Hill Park	5,911		1,667		4,245		41,364		13,333		28,031	
0 Silver Falls Park	1,730		0		1,730		17,785		0		17,785	
178,575 Community Service admin Fee	0		14,881		-14,881		0		119,050		-119,050	
3,000,332 Contracted Landscape & Irrigation	179,730		250,028		-70,298		1,566,060		2,000,221		-434,161	
1,414,000 Non-Contracted Landscape & Irrigation	75,952		117,833		-41,881		660,207		942,667		-282,460	
1,066,846 Irrigation for Master Landscaping	49,421		88,904		-39,483		284,806		711,231		-426,425	
356,000 Environmental	34,996		29,667		5,329		247,518		237,333		10,184	
55,273 Utilities	4,455		4,606		-151		48,551		36,849		11,702	
237,500 Other Maintenance	4,577		19,792		-15,215		125,810		158,333		-32,523	

$7,055,926 Total	$426,709		$587,994		-$161,285		$3,549,586		$4,703,951		-$1,154,365	

												
$8,075,064 Total Uses of Funds	$614,754		$672,922		-$58,168		$4,278,940		$5,383,376		-$1,104,436	

												
$0 Surplus (Deficit) for the Period	-$749,238		$0		-$749,238		$1,411,313		$0		$1,411,313	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis
Northeast Sector
For the Month Ended May 31, 2021

Fiscal Year
2021 Budget	Current
Actual	Current
Budget	Current
Variance	YTD
Actual	YTD
Budget	YTD
Variance	

MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
$24,744 Post Blvd & SR70 Intersection	$2,062		$2,062		$0		$16,496		$16,496		$0	
6,000 59th Ave-Lorraine to Post Blvd	500		500		0		4,000		4,000		0	
5,830 NE SR70 & Lorraine Rd Intersec	0		486		-486		0		3,887		-3,887	
140,838 Uihlein Road	0		11,737		-11,737		82,157		93,892		-11,736	
8,000 Lakebank and Swale Mowing	0		667		-667		778		5,333		-4,555	
94,000 Lorraine Corners	7,820		7,833		-13		66,082		62,667		3,415	
10,000 Future Roads	0		833		-833		15,463		6,667		8,796	
140,000 44th Ave from Lorraine to Bour	11,752		11,667		86		83,972		93,333		-9,361	
40,000 Post Blvd. from 59th Ave to Ra	2,216		3,333		-1,117		17,728		26,667		-8,939	
70,910 Uihlein Rd.; 44th Ave. to SR64	0		5,909		-5,909		0		47,273		-47,273	
120,000 Rangeland Pkwy.; Uihlein Rd. t	3,555		10,000		-6,445		28,436		80,000		-51,564	
127,379 Bourneside Blvd.; SR70 to SR64	5,000		10,615		-5,615		35,000		84,919		-49,919	
84,000 Rangeland Pkwy.; Lorraine Rd.	6,749		7,000		-251		53,992		56,000		-2,008	

$871,701 Total	$39,654		$72,642		-$32,987		$404,104		$581,134		-$177,030	

NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
$46,000 Irrigation Repairs - NE	$9,931		$3,833		$6,098		$33,295		$30,667		$2,628	
60,000 Plant Replacement - NE	13,022		5,000		8,022		36,656		40,000		-3,344	
80,000 Mulching - NE	0		6,667		-6,667		28,945		53,333		-24,388	
48,000 Tree Trimming	0		4,000		-4,000		11,267		32,000		-20,733	
60,000 Other Landscape Maintenance	4,008		5,000		-993		26,266		40,000		-13,735	

$294,000 Total	$26,960		$24,500		$2,460		$136,428		$196,000		-$59,572	

IRRIGATION FOR MASTER LANDSCAPING												

$8,868 Irrigation - Mthly - Meter Charge	
$747		
$739		
$8		
$5,229		
$5,912		
-$683	
200,000 Irrgiation - Utilization - NE	7,286		16,667		-9,380		46,793		133,333		-86,540	

$208,868 Total	$8,033		$17,406		-$9,372		$52,022		$139,245		-$87,223	

ENVIRONMENTAL
$30,000 Lake maint. - lakes outside comm	
$3,334		
$2,500		
$834		
$19,124		
$20,000		
-$876	
22,000 Conservation areas - NE	0		1,833		-1,833		9,809		14,667		-4,858	

$52,000 Total	$3,334		$4,333		-$1,000		$28,933		$34,667		-$5,734	

UTILITIES
$100 Manatee County Utilities	
$0		
$8		
-$8		
$0		
$67		
-$67	
1,273 Peace River Utilities	1,771		106		1,664		14,968		849		14,120	

$1,373 Total	$1,771		$114		$1,656		$14,968		$915		$14,053	

OTHER MAINTENANCE
$12,000 Drainage Maintenance - Ne	
$0		
$1,000		
-$1,000		
$7,005		
$8,000		
-$995	
2,000 Sanitary Cleanup - NE	0		167		-167		0		1,333		-1,333	
12,000 Hardscape - NE	0		1,000		-1,000		520		8,000		-7,480	
1,200 Miscelllaneous Maintenance - NE	0		100		-100		0		800		-800	

$27,200 Total	$0		$2,267		-$2,267		$23,867		$18,133		$5,734	

												
$1,455,142 TOTAL NE SECTOR	$79,752		$121,262		-$41,510		$660,322		$970,095		-$309,773	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis
Northwest Sector
For the Month Ended May 31, 2021

Fiscal Year
2021 Budget	Current
Actual	Current
Budget	Current
Variance	YTD
Actual	YTD
Budget	YTD
Variance	

MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
$34,000 Kent Lake & Lake Bank Maint	3,082		2,833		249		21,574		22,667		-1,093	
34,000 Lake Bank mowing	3,294		2,833		461		23,058		22,667		391	
286,000 NW Sector East Landscape Contract	0		0		0		0		0		0	
305,374 NW Sector West Landscape Contract	2,667		2,667		0		31,845		21,333		10,512	

$68,000 Total	$52,465		$54,948		-$2,483		$409,017		$439,583		-$30,565	

NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
$80,000 Irrigation Repairs - NW	$20,844		$6,667		$14,178		$45,153		$53,333		-$8,180	
80,000 Plant Replacement - NW	3,085		6,667		-3,582		43,777		53,333		-9,556	
100,000 Mulching - NW	0		8,333		-8,333		86,632		66,667		19,965	
80,000 Tree Trimming	0		6,667		-6,667		32,573		53,333		-20,760	
145,000 Other Landscape Maintenance	592		12,083		-11,491		4,870		96,667		-91,797	

$485,000 Total	$24,521		$40,417		-$15,895		$213,005		$323,333		-$110,328	

IRRIGATION FOR MASTER LANDSCAPING												

$8,610 Irrigation - Mthly - Meter Charge	
$747		
$718		
$30		
$5,229		
$5,740		
-$511	
310,000 Irrgiation - Utilization - NW	16,041		25,833		-9,792		86,195		206,667		-120,472	

$318,610 Total	$16,788		$26,551		-$9,763		$91,424		$212,407		-$120,983	

ENVIRONMENTAL
$32,000 Lake maint. - lakes outside comm	
$2,667		
$2,667		
$0		
$31,845		
$21,333		
$10,512	
120,000 Conservation areas - NW	6,250		10,000		-3,750		53,775		80,000		-26,225	

$152,000 Total	$8,917		$12,667		-$3,750		$85,620		$101,333		-$15,713	

UTILITIES
$900 FPL - NW	
$82		
$75		
$7		
$452		
$600		
-$148	
24,000 Peace River Utilities	1,551		2,000		-449		13,074		16,000		-2,926	

$24,900 Total	$1,634		$2,075		-$441		$13,526		$16,600		-$3,074	

OTHER MAINTENANCE
$24,000 Drainage Maintenance - NW	
$1,167		
$2,000		
-$833		
$16,449		
$16,000		
$449	
1,000 Sanitary Cleanup - NW	0		83		-83		0		667		-667	
50,000 Hardscape - NW	0		4,167		-4,167		2,160		33,333		-31,173	
12,000 Signs - NW	125		1,000		-875		36,973		8,000		28,973	
1,200 MiscelllaNWous Maintenance - NW	0		100		-100		210		800		-590	

$88,200 Total	$1,292		$7,350		-$6,058		$55,792		$58,800		-$3,008	

												
$1,136,710 TOTAL NW SECTOR	$105,617		$144,007		-$38,390		$868,385		$1,152,056		-$283,671	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis
Sarasota Sector
For the Month Ended May 31, 2021

Fiscal Year
2020 Budget	Current
Actual	Current
Budget	Current
Variance	YTD
Actual	YTD
Budget	YTD
Variance	

MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
$160,000 Deer Drive	$11,279		$13,333		-$2,054		$90,234		$106,667		-$16,432	
172,000 Lorraine Road; University Pkwy	14,042		14,333		-291		112,338		114,667		-2,328	
120,000 LWR Blvd; Comm Blvd to Deer Dr	9,877		10,000		-123		79,016		80,000		-984	
41,200 Lorraine Rd;South Boundary	6,586		3,433		3,153		55,195		27,467		27,729	
16,000 Grand Living Roadways	1,883		1,333		550		8,152		10,667		-2,514	
200,000 Future Roads	0		16,667		-16,667		4,410		133,333		-128,923	

$709,200 Total	$43,668		$59,100		-$15,432		$349,346		$472,800		-$123,454	

NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
$40,000 Irrigation Repairs - SRQ	$2,386		$3,333		-$948		$9,867		$26,667		-$16,799	
80,000 Plant Replacement - SRQ	4,424		6,667		-2,243		49,404		53,333		-3,929	
60,000 Mulching - SRQ	0		5,000		-5,000		31,235		40,000		-8,765	
40,000 Tree Trimming	0		3,333		-3,333		6,099		26,667		-20,568	
80,000 Other Landscape Maintenance	5,408		6,667		-1,259		38,462		53,333		-14,871	

$300,000 Total	$12,218		$25,000		-$12,782		$135,067		$200,000		-$64,933	

IRRIGATION FOR MASTER LANDSCAPING												

$8,868 Irrigation - Mthly - Meter Charge	
$747		
$739		
$8		
$5,229		
$5,912		
-$683	
200,000 Irrgiation - Utilization - SRQ	5,513		16,667		-11,153		35,406		133,333		-97,927	

$208,868 Total	$6,260		$17,406		-$11,145		$40,635		$139,245		-$98,610	

ENVIRONMENTAL
$12,000 Lake maint. - lakes outside comm	
$6,020		
$1,000		
$5,020		
$49,970		
$8,000		
$41,970	
40,000 Conservation areas - SRQ	650		3,333		-2,683		13,220		26,667		-13,447	

$52,000 Total	$6,670		$4,333		$2,337		$63,190		$34,667		$28,523	

UTILITIES
$28,000 FPL - SRQ	
$961		
$2,333		
-$1,372		
$19,366		
$18,667		
$699	

$28,000 Total	$961		$2,333		-$1,372		$19,366		$18,667		$699	

OTHER MAINTENANCE
$20,000 Drainage Maintenance - SRQ	
$0		
$1,667		
-$1,667		
$7,125		
$13,333		
-$6,208	
2,000 Sanitary Cleanup - SRQ	0		167		-167		0		1,333		-1,333	
30,000 Hardscape - SRQ	0		2,500		-2,500		7,467		20,000		-12,533	
2,000 MiscelllaSRQous Maintenance - SRQ	135		167		-32		3,579		1,333		2,246	

$54,000 Total	$135		$4,500		-$4,365		$19,538		$36,000		-$16,462	

												
$1,352,068 TOTAL SRQ SECTOR	$69,912		$112,672		-$42,760		$627,143		$901,379		-$274,236	

Lakewood Ranch Stewardship District
Statements of Revenues, Expenditures and Fund Balances - Modified Cash Basis
Southeast Sector
For the Month Ended May 31, 2021

Fiscal Year
2021 Budget	Current
Actual	Current
Budget	Current
Variance	YTD
Actual	YTD
Budget	YTD
Variance	

MASTER LANDSCAPING & IRRIGATION REPAIRS CONTRACTS	
$111,144 U Pkwy/Lorraine to Concession	$9,432		$9,262		$170		$106,281		$74,096		$32,185	
214,200 The Masters Ave. Extension	15,904		17,850		-1,946		127,232		142,800		-15,568	
112,405 Lorraine Rd.- East Side	5,265		9,367		-4,102		42,120		74,937		-32,817	
20,173 CDD allocation/UP & Lorraine	0		1,681		-1,681		21,241		13,449		7,792	
108,000 Bournside Blvd Masters to SR70	4,290		9,000		-4,710		34,311		72,000		-37,689	
12,600 Covenant Way	0		1,050		-1,050		0		8,400		-8,400	
114,036 Masters Ave from Players Dr	9,051		9,503		-452		72,408		76,024		-3,616	
67,500 Bourneside Blvd from Masters	0		5,625		-5,625		0		45,000		-45,000	

$760,058 Total	$43,942		$63,338		-$19,396		$403,593		$506,705		-$103,112	

NON CONTRACTED LANDSCAPING & IRRIGATION REPAIRS	
$65,000 Irrigation Repairs - SE	$1,019		$5,417		-$4,398		$13,793		$43,333		-$29,541	
100,000 Plant Replacement - SE	9,200		8,333		867		67,365		66,667		698	
80,000 Mulching - SE	0		6,667		-6,667		66,978		53,333		13,645	
30,000 Tree Trimming	0		2,500		-2,500		11,991		20,000		-8,009	
60,000 Other Landscape Maintenance	2,034		5,000		-2,966		15,579		40,000		-24,421	

$335,000 Total	$12,253		$27,917		-$15,664		$175,706		$223,333		-$47,628	

IRRIGATION FOR MASTER LANDSCAPING												

$10,500 Irrigation - Mthly - Meter Charge	
$747		
$875		
-$128		
$5,229		
$7,000		
-$1,771	
320,000 Irrgiation - Utilization - SE	17,592		26,667		-9,074		95,495		213,333		-117,838	

$330,500 Total	$18,339		$27,542		-$9,202		$100,724		$220,333		-$119,609	

ENVIRONMENTAL
$20,000 Lake maint. - lakes outside comm	
$1,150		
$1,667		
-$517		
$8,050		
$13,333		
-$5,283	
80,000 Conservation areas - SE	14,925		6,667		8,258		61,725		53,333		8,392	

$100,000 Total	$16,075		$8,333		$7,742		$69,775		$66,667		$3,108	

UTILITIES
$1,000 FPL - SE	
$90		
$83		
$6		
$691		
$667		
$24	

$1,000 Total	$90		$83		$6		$691		$667		$24	

OTHER MAINTENANCE
$2,000 Roads and sidewalks - SE	
$0		
$167		
-$167		
$0		
$1,333		
-$1,333	
20,000 Drainage Maintenance - SE	850		1,667		-817		9,090		13,333		-4,243	
2,500 Sanitary Cleanup - SE	350		208		142		1,400		1,667		-267	
30,000 Hardscape - SE	1,950		2,500		-550		6,130		20,000		-13,870	
12,000 Signs	0		1,000		-1,000		5,738		8,000		-2,262	
1,200 Miscelllaneous Maintenance - SE	0		100		-100		2,855		800		2,055	
400 Telephone-Irrigatiion, Sewer- SE	0		33		-33		0		233		-233	

$68,100 Total	$3,150		$5,675		-$2,525		$26,613		$45,367		-$18,754	

												
$1,594,658 TOTAL SE SECTOR	$93,849		$132,888		-$39,039		$777,102		$1,063,072		-$285,970	

LAKEWOOD RANCH STEWARDSHIP DISTRICT

Engineer’s Report

Change Order
No.	2	

Date of Issuance:      June 22, 2021	Effective Date:   July 9, 2021	

Project: Pope Road (White Eagle Blvd North 800± LF)	Owner: Lakewood Ranch Stewardship District	Owner's Contract No.:	
Contract: $626,747.95	Date of Contract: January 18, 2021	
Contractor: Frederick Derr & Company, Inc.	Engineer's Project No.: 215616087/
215610101	

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

Description:

Part 1: Additional Demo Road, Excavate & Disposal, 1st and 2nd Lifts; Base, Subgrade, Mill & Resurface, Lot time

for fiber optics. Pate 2: Add’l Road Demo, Excavate & Disposal, 1st & 2nd Lift, Base, Subgrade, Mill & Resurface.

Attachments: (List documents supporting change):

Frederick Derr & Co., Change Order No. 2 dated 5/28/21

		
 	CHANGE IN CONTRACT PRICE:		 	CHANGE IN CONTRACT TIMES:		
Original Contract Price:	Original Contract Times:	 Working days	 Calendar days	
Substantial completion (days or date):	150 Days (6/17/2021)	
$ 626,747.95		Ready for final payment (days or date):     180 Days (7/17/2021)		
[Increase] [Decrease] from previously approved Change Orders No.	1	to No.	1	:	[Increase] [Decrease] from previously approved Change Orders No.	1	to No.	1	:	
Substantial completion (days):  		
$ 34,660.50		Ready for final payment (days):  		

Contract Price prior to this Change Order:	
Contract Times prior to this Change Order:		
Substantial completion (days or date):     150 Days		
$ 661,408.45		Ready for final payment (days or date): 180 Days		

[Increase] [Decrease] of this Change Order:	
[Increase] [Decrease] of this Change Order:		
Substantial completion (days or date):  		
$ 115,973.85		Ready for final payment (days or date):  		

Contract Price incorporating this Change Order:	
Contract Times with all approved Change Orders:	
Substantial completion (days or date):	150 Days (6/17/2021)		
$ 777,382.30		Ready for final payment (days or date):     180 Days (7/17/2021		

RECOMMENDED:	ACCEPTED:	ACCEPTED:	
By:  		By:  		By:  		
Engineer (Authorized Signature)	Owner (Authorized Signature)	Contractor (Authorized Signature)	
Date:  		Date:  		Date:  		

Approved by Funding Agency (if applicable):    			
Date:	

V:\2156\active\215616087\civil\construction_phase_documents\change_orders\received\con_lwrsd_pope-rd-nrth_co-2_115973-85_part-1-2_demo-rd_excavate_1-2-lifts_base-subgrd_mill-resrfc_f-derr_rae_20210623.docx

EJCDC No. C-941 (2002 Edition)	Page 1 of 1
Prepared by the Engineers' Joint Contract Documents Committee and endorsed by the Associated General Contractors of America and the Construction Specifications Institute.

I
FREDERICK DERR & CO MPANY
I	N	C	O	R	P	O	R	A	T	E	D

CONTRACT CHANGE ORDER	5/28/2021
Number	2.00
Mike Blackrick	Job:	Pope Rd. North	
LWR Strewardship District	Phase:	Parts 1 & 2	
14400 Covenant Way
Bradenton, FL. 34202			

We agree to the following changes, additions, or deductions:

ITEM		DESCRIPTION	EST QUAN	UNIT	UNIT $	TOTAL $ PART ONE
1-01-021	Additional Demo of exist. Road	210.00 SY	11.20	2,352.00	
1-01-022	Roadway Excaation & Disposal	210.00 SY	18.40	3,864.00	
1-02-010	2" S-1 (First Lift)	210.00 SY	15.55	3,265.50	
1-02-020	1" S-3 (Second Lift)	210.00 SY	7.20	1,512.00	
1-02-030	1O" FO OT Shell Base	210.00 SY	19.75	4,147.50	
1-02-040	12" Stabilized Subgrade	210.00 SY	6.50	1,365.00	
1-02-050	Mill & Resurface (1")	-210.00 SY	11.65	-2,446.50	
1-03-021	Lost Time due to Fiber Optics conflict
PART TWO	1.00 LS	3,390.00	3,390.00	
2-01-020	Additional Demo of exist. Road	1,377.00 SY	17.00	23,409.00	
2-01-021	Roadway Excaation & Disposal	1,377.00 SY	18.40	25,336.80	
2-02-010	2" S-1 (First Lift)	1,377.00 SY	15.80	21,756.60	
2-02-020	1" S-3 (Second Lift)	1,377.00 SY	7.95	10,947.15	
2-02-030	1O" F OOT Shell Base	1,377.00 SY	19.75	27,195.75	
2-02-040	12" Stabilized Subgrade	1,377.00 SY	7.40	10,189.80	
2-02-050	Mill & Resurface (1")	-1,377.00 SY	14.75	-20,310.75	

REASON FOR CHANGE:

Proposed	'Rotad "tja,tM,"	
For the Contractor

THIS CHANGE ORDER
NET	, -   -	- 1--1 ,5- 97-3-.8--,5!

Accepted

For the Engineer

EXISTING CONTRACT
TOTAL

661,408.45!

Accepted	 	
For the Owner

NEW CONTRACT
TOTAL

777,382.30!

P.O. Box 2719, Sarasota, Florida 34230 • (941) 355-8575 • FAX (941) 351-8854