Towne Park Community Development District
12051 Corporate Boulevard, Orlando, FL 32817; 407.723.5900
www.towneparkcdd.com

The following is the proposed agenda for the Board of Supervisors’ Meeting for the Towne Park Community Development District, scheduled to be held Thursday, November 14, 2019 at 11:00
a.m. at the Offices of Highland Homes, 3020 S. Florida Avenue, Suite 101, Lakeland, Florida 33803. As always, the personal attendance of three Board Members will be required to constitute a quorum.
If you would like to attend the Board Meeting by phone, you may do so by dialing: Call in Number:	1-844-621-3956
Access code:	790 393 986#

PROPOSED BOARD OF SUPERVISORS’ MEETING AGENDA

Administrative Matters
Roll Call to Confirm Quorum
Public Comment Period [for any members of the public desiring to speak on any proposition before the Board]
Consideration of Minutes of the October 10, 2019 Board of Supervisors Meeting Business Matters
Consideration of Matters Relative to Assessment Area 3C, Series 2019 Bonds
Public Hearing on the Imposition of Special Assessments
Public Comments and Testimony
Board Comments
o	Consideration	of	Resolution	2020-04,	Levying	Debt	Special Assessment
Consideration of Supplemental Assessment Methodology Report, Dated October 13, 2019
Consideration of Resolution 2020-05, Supplemental Assessment Resolution
Consideration of Developer Agreement
True-Up Agreement
Acquisition Agreement
Collateral Assignment
Completion Agreement
Consideration of Resolution 2020-06, Adopting a Fiscal Year 2018/2019 Amended Budget
Consideration of Resolution 2020-07, Resetting the Public Date on the Adoption of the Amended and Restated Rules of Procedure
Consideration of Agreement between the District and Fuqua Janitorial Services

Consideration of Landscaping Addendum from FloraLawn
Ratification of Construction Funding Agreement
Ratification of Temporary Construction and Access Easement
Ratification of Conveyance Documents (provided under separate cover)
Ratification of Payment Authorization No. 120 – 125
Consideration of Monthly Financials Other Business
Staff Reports
District Counsel District Engineer District Manager
Supervisor Requests and Audience Comments Adjournment

Towne Park Community Development District

Minutes

MINUTES OF MEETING

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS’ MEETING
Thursday, October 10, 2019 at 11:00 a.m. The Offices of Highland Homes
3020 S. Florida Avenue, Suite 101
Lakeland, Florida 33803

Board Members present at roll call:

Brian Walsh	Board Member
Jeffery Shenefield	Board Member
Joel Adams	Board Member
Scott Shapiro	Board Member	(via phone) Also Present:
Michelle Rigoni	Hopping Green & Sams, P.A.
Jane Gaarlandt	PFM
Keven Plenzler	PFM	(via phone)
Sonali Patil	PFM	(via phone)
Heather E. Wertz	Absolute Engineering	(via phone)
Ashton Bligh	Greenberg Traurig, P.A. (via phone)

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

The meeting was called to order at approximately 11:00 a.m. The Board Members and staff in attendance are as outlined above.

SECOND ORDER OF BUSINESS	Public Comment Period

Ms. Gaarlandt noted that there were no public comments at this time.

THIRD ORDER OF BUSINESS	Consideration of the Minutes of the September 12, 2019 Board of Supervisors’ Meeting

Mr. Shapiro joined the meeting via speakerphone.

The Board reviewed the minutes of the September 12, 2019 Board of Supervisors’ Meeting.

Page 1 of 7

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved the Minutes of the September 12, 2019 Board of Supervisors’ Meeting.

FOURTH ORDER OF BUSINESS	Consideration of Matters Relative to Phase 3 C (Assessment Area 3C),
Series 2019 Bonds
Presentation	of	Fourth Supplemental Engineer’s Report
Presentation of Second Amended and Restated Master Assessment Methodology
Resolution 2020-01, Declaring Special Assessment
Resolution 2020-02, Setting a Public Hearing on the Imposition of Special Assessments
Resolution 2020-03, Amended Delegation Resolution

Ms. Wertz presented the Fourth Supplemental Engineer’s Report. The total construction cost for the infrastructure improvements is $6,500,000.00. It is her professional opinion that public infrastructure costs for the District provided in this Report are reasonable to complete the construction of the infrastructure and it the public infrastructure improvements will benefit and add value to lands within the District at least equal to the cost of such improvements. Ms. Rigoni stated that it is her understanding that there are some infrastructure improvements included in the Fourth Supplemental Engineer’s Report that were not originally in the original Engineer’s Report. Ms. Wertz stated that the original Engineer’s Report did not cover the whole project. Ms. Rigoni stated that the District is gearing up to levy additional assessments on Phase 3C lands and she wanted Ms. Wertz to confirm for the record that the costs as presented today exceed that original cost estimate amount. Ms. Wertz so confirmed.

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved the Fourth Supplemental Engineer’s Report.

Mr. Plenzler presented the Second Amended and Restated Master Assessment Methodology for Phase 3C. This outlines the maximum assessments securing the repayment of the Bonds that could be issued by the District to fund the Capital Improvements benefitting the lands within the District’s Phase 3C. 186 single family lots are planned for the District’s Phase 3C. The Capital Page 2 of 7

Improvement costs provided by the District’s Engineer for Phase 3C are $6,500,000.00 as shown on Table 3 page 6. The District estimates funding the $6,500,000.00 of Phase 3C Capital Improvements via Bond Principle totaling a maximum of $8,225,000.00 Table 5 outlines the maximum Bond par and annual assessments for the lots within the District’s Phase 3C. The per- lot assessments are $44,220.00 in Principle and $2,877.00 in annual assessments. Mr. Plenzler analyzed the Bonds Debt Service Assessments on both an acreage and per lot basis and finds them to be reasonably and equitably allocated. He also found that the benefits received by each of the benefitted properties exceed the levied assessments.

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved the Amendment to the Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C – Riverstone Phases 3 & 4) dated October 2019.

Ms. Rigoni presented Resolution 2020-01, Declaring Special Assessments. The current development plan includes additional infrastructure costs in Phase 3C that were not originally contemplated in the Master Engineer’s Report and the Master Assessment Methodology so in order to levy additional assessments on Phase 3C lands the District must go through the assessment process again. This declaring resolution starts that process. This will levy additional assessments on Phase 3C only. It is the District Engineer’s opinion that the additional infrastructure only specially benefits assessment area 3C. Mr. Adams asked if assessment area 3C has been assessed prior. Ms. Rigoni responded that assessment area 3C has been assessed prior via a Master Lien but the current development costs will exceed that maximum.

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved Resolution 2020-01, Declaring Special Assessments.

The suggested public hearing date is November 14, 2019 at this location.

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved Resolution 2020-02, setting November 14, 2019 at The Offices of Highland Homes, 3020 S. Florida Avenue, Suite 101, Lakeland, Florida 33803 at 11:00 a.m. as the Public Hearing on the Imposition of Special Assessments.

Ms. Bligh presented Resolution 2020-03, Amended Delegation Resolution. The Board previously adopted the Delegation Resolution on September 12, 2019 but his resolution is rescinding that resolution due to the change in development plans previously discussed and accounted for in the Supplements Engineer’s Report and the Amended and Restated methodology Report adopted at

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today’s meeting. This resolution contains documents as exhibits to sell one series of Bonds, the assessment area 3C Bonds that the District will issue which are mentioned on page 4 of the resolution. It includes forms of a Fifth Supplemental Indenture, Bond Purchase Contract, Preliminary Limited Offering Memorandum, the Rule15c-212 Certificate, and the Continuing Disclosure Agreement. Section 4 outlines that Florida Law requires certain findings so the District does not have to do a public offering which are listed in that section. Section 5 includes the revised parameters which are an optional redemption date not later than November 1, 2032. There is also a limitation of the interest rates on the assessment area 3C Bonds. The initial aggregate Principle amount of the assessment area 3C Bonds shall not exceed $6,000,000.00. The assessment area 3C Bonds shall mature no later than 30 years, which is the maximum term allowed by Florida Law. The price at which the assessment area 3C Bonds shall be sold by FMS shall not be less than 98%. There were no questions from the Board.

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved Resolution 2020-03, Amended Delegation Resolution.

FIFTH ORDER OF BUSINESS	Consideration	of	Temporary	
	Construction	and	Easement	
	Agreement			

Ms. Rigoni distributed an updated version of the Temporary Construction and Easement Agreement to the Board. This agreement allows the District to carry out the construction activities by providing access.

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved the Temporary Construction and Easement Agreement.

SIXTH ORDER OF BUSINESS	Consideration	of	Construction Funding Agreement

Ms. Rigoni stated that with this agreement the Developer acknowledges that the District is interested in moving forward with the construction activities and the Developer is acknowledging that the District is without funds to do so but is currently working on issuing the Bonds but in the meantime the Developer agrees to cover the costs, which will be reimbursable by the proceeds of such future issuance of Bonds.

Page 4 of 7

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved Construction Funding Agreement.

SEVENTH ORDER OF BUSINESS	Consideration of Stewart & Associates Proposal/Agreement for Sodding and Irrigation Installation Services and Materials

The Board reviewed the Stewart & Associates Proposal/Agreement for Sodding and Irrigation Installation Services and Materials.

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved the Stewart & Associates Proposal/Agreement for Sodding and Irrigation Installation Services and Materials, subject to District Counsel drafting the Installation Agreement.

EIGHTH ORDER OF BUSINESS	Consideration of Agreement between the District and VGlobalTech for Website Audit Services

During the budget process the District staff discussed the new requirement for Website Auditing Services for ADA compliance. The cost of $1,200.00 was considered in the budget process and the website line item was increased accordingly. This agenda item is the actual agreement that puts that special service in place.

ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board approved the Agreement between the District and VGlobalTech for Website Audit Services in the amount of
$1,200.00.

NINTH ORDER OF BUSINESS	Ratification	of	Payment Authorizations No. 118 - 119

The Board reviewed Payment Authorizations Nos. 118 – 119

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ON MOTION by Mr. Adams, seconded by Mr. Walsh, with all in favor, the Board ratified Payment Authorizations Nos. 118 – 119.

TENTH ORDER OF BUSINESS	Review of Monthly Financials

The Board reviewed the monthly financials through the end of September. District accountants are still in the process of closing out the fiscal year and it might take 1-2 months before final close out occurs. There was no action required by the Board.

ELEVENTH ORDER OF BUSINESS	Staff Reports

District Counsel – Ms. Rigoni stated that the Developer would like to convey the  Amenity  Parcel in Riverstone Phase 1 to the District. Mr. Van Wyk had reviewed the form of the deed that was drafted by Developer’s Counsel and the associated title work. She requested the Board accept the deed subject to receipt of completed title work, finalization by staff and delegating authority to the Chairman to execute the final form.

ON MOTION by Mr. Walsh, seconded by Mr. Adams, with all in favor, the Board accepted the Deed subject to receipt of completed title work, finalization by staff and delegating authority to the Chairman to execute the final form.

District Engineer – No Report

District Manager – Ms. Gaarlandt explained that District Management went  back  and  requested additional cleaning proposal. Ms. Patil confirmed that District staff has not received a proposal yet but she received an email. District staff requested a proposal for the peak time of the year and will bring the proposal back to the Board at the next meeting. This will bring the District slightly over the adopted line item in the agenda but the budget should remain on track.

Ms. Gaarlandt updated the Board regarding the newly planted trees that were knocked down. A claim has been made with the insurance company. Ms. Patil stated that there was an email from the Claims Adjuster that he planned to go out there and investigate and make a report. Ms. Gaarlandt noted that this was very clearly an act of vandalism. 83 live oaks and 25

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magnolias were knocked down. District staff will follow up on that issue and keep the Board informed.

TWELFTH ORDER OF BUSINESS	Supervisor Requests and Audience Comments

There were no Supervisor requests or audience comments.

THIRTEENTH ORDER OF BUSINESS	Adjournment

There were no other questions or comments. Ms. Gaarlandt requested a motion to adjourn.

ON MOTION by Mr. Walsh, seconded by Mr. Adams, with all in favor, the Board adjourned the October 10, 2019 Board of Supervisor’s Meeting for the Towne Park Community Development District.

 	_ 	_	 	_ 	
Secretary / Assistant Secretary	Chairman / Vice Chairman

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Towne Park Community Development District

Matters Relative to Assessment Area 3C, Series 2019 Bonds

Towne Park Community Development District

Resolution 2020-04

RESOLUTION 2020-04
A RESOLUTION OF THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT SUPPLEMENTING DEBT ASSESSMENT RESOLUTIONS AND MAKING CERTAIN FINDINGS WITH RESPECT THERETO; AUTHORIZING DISTRICT PROJECT FOR CONSTRUCTION AND/OR ACQUISITION OF INFRASTRUCTURE IMPROVEMENTS; EQUALIZING, APPROVING, CONFIRMING, AND LEVYING SPECIAL ASSESSMENTS ON PROPERTY SPECIALLY BENEFITTED BY SUCH PROJECT TO PAY THE COST THEREOF; PROVIDING FOR THE PAYMENT AND THE COLLECTION OF SUCH SPECIAL ASSESSMENTS BY THE METHODS PROVIDED FOR BY CHAPTERS 170, 190 AND 197, FLORIDA STATUTES; MAKING PROVISIONS FOR TRANSFERS OF REAL PROPERTY TO GOVERNMENTAL BODIES; PROVIDING FOR THE RECORDING OF AN AMENDED ASSESSMENT NOTICE; PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE.
RECITALS
WHEREAS, the Towne Park Community Development 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 bonds, which bonds would be repaid by the imposition of special assessments on benefited property within the District; and

WHEREAS, the District Board of Supervisors (the "Board") noticed and conducted a public hearing pursuant to Chapters 170, 190 and 197, Florida Statutes, relating to the imposition, levy, collection and enforcement of the Assessments.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT AS FOLLOWS:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapters 170, 190 and 197, Florida Statutes, including without limitation, Section 170.08, Florida Statutes.
SECTION 2. FINDINGS. The Board hereby finds and determines as follows:
The District is a local unit of special-purpose government organized and existing under and pursuant to Chapter 190, Florida Statutes, as amended.
The District is authorized by Chapter 190, Florida Statutes, to finance, fund, plan, establish, acquire, install, equip, operate, extend, construct, or reconstruct infrastructure improvements including but not limited to stormwater management facilities; roadways; water and wastewater facilities; off-site improvements (tum lanes); electrical utilities (street lighting); entry features and signage; parks and amenities; and other infrastructure project and services

necessitated by the development of, and serving lands within the District (collectively, the "Improvements").

The Board previously determined to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the Improvements described in the District's Preliminary Engineer's Report dated November 2014, as amended by the First Amendment to Master Engineer's Report dated March 2018 (together, the "Original Engineer's Report").

(d) Pursuant to Resolutions 2015-09, 20 15- 10, 2015- 17, 2016-07, 20 18-05, 20 18-06,
20 18-08, 20 19- 10 and 2019-15 ("Debt Assessment Resolutions"), the District previously evidenced its intent to defray the cost of such Improvements, held required public hearings, and thereafter imposed special assessments to install or acquire the improvements identified in the Original Engineer's Report, as supplemented, all in accordance with that Master Assessment Methodology dated January 2 1, 2015, as amended and restated by that Amended and Restated Master Assessment Methodology dated March 8, 20 18, as supplemented (together, "Original Assessment Methodology").

Thereafter, the Original Engineer's Report was further supplemented by that Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C) dated September 2019 ("Fourth Supplemental Engineer's Report", and together with Original Engineer's Report, the "Engineer's Report"), adopted and confirmed by the Board on October 10, 2019, which shows future phases of development within the District known as "Phase 3C" (the same lands also referred to as "Assessment Area 3C").

The plans and specifications for the Improvements are on file at the office of the District Manager c/o PFM Group Consulting LLC, 1250 1 Corporate Boulevard, Orlando, Florida 32817.

The District is authorized by Chapter 190, Florida Statutes, to levy and impose special assessments to pay all, or any part of, the cost of such infrastructure Improvements and services and to issue special assessment bonds payable from such special assessments as provided in Chapters 170, 190 and 197, Florida Statutes.
It is necessary to the public health, safety and welfare and in the best interests of the District that (i) the District provide the Improvements, the nature and location of which was initially described in Resolution 2015-09 as amended and supplemented further by Resolutions 20 18-05, 20 19- 10, and 2020-01, and is shown in the Engineer's Report, attached hereto as Composite Exhibit A and incorporated herein; (ii) the cost of such Improvements be assessed against the lands specially benefited by such Improvements; and (iii) the District issue bonds to provide funds for such purposes pending the receipt of such special assessments.

The provision of said Improvements, the levying of such Special Assessments (hereinafter defined) and the sale and issuance of such bonds 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 a portion of the costs of the Improvements which are to be assessed against 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, in one or more series (the "Bonds").
By Resolution 2020-01, the Board determined to provide the Improvements, including the Improvements within Phase 3C as set forth in the Fourth Supplemental Engineer's Report, and to defray the costs thereof by making Special Assessments on benefited property and expressed an intention to issue Bonds, notes or other specific financing mechanisms to provide a portion of the funds needed for the Improvements prior to the collection of such Special Assessments. Resolution 2020-01 was adopted in compliance with the requirements of Section 170.03, Florida Statutes, and prior to the time it was adopted, the requirements of Section 170.04,
Florida Statutes, had been met.
As directed by Resolution 2020-01, said Resolution 2020-01 was published as required by Section 170.05, Florida Statutes, and a copy of the publisher's affidavit of publication is on file with the Secretary of the Board.
As directed by Resolution 2020-01, a preliminary assessment roll was adopted and filed with the Board as required by Section 170.06, Florida Statutes.
As required by Section 170.07, Florida Statutes, upon completion of the preliminary assessment roll, the Board adopted Resolution 2020-02, 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 a:s 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 benefited property or parcel and provided for publication of notice of such public hearing and individual mailed notice in accordance with Chapters 170, 190 and 197, Florida Statutes.
Notice of such public hearing was given by publication and also by mail as required by Section 170.07, Florida Statutes. Affidavits as to such publications and mailings are on file in the office of the Secretary of the Board.
On November 14, 2019, at the time and place specified in the resolution and notice referred to in paragraph (0) above, the Board met as an Equalization Board and heard and considered all complaints and testimony as to the matters described in paragraph (n) above. 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 Improvements, estimates of financing costs and all complaints and evidence presented at such public hearing, the Board of Supervisors of the District further finds and dete1mines:
that the estimated costs of the Improvements is as specified in the Engineer's Report, which Engineer's Report is hereby adopted and approved, and that the amount of such costs is reasonable and proper; and

11. it is reasonable, proper, just and right to assess the cost of such Improvements against the properties specially benefited thereby using the method determined

by the Board set forth in the Original Assessment Methodology, as supplemented by that Amendment to the Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C-Riverstone Phases 3 & 4) dated October 2019 (together, the "Assessment Report," attached hereto as Composite Exhibit B and incorporated herein by this reference) to secure the Bonds, which results in the special assessments set forth on the final assessment roll (the "Special Assessments"); and

it is hereby declared that the Improvements 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 Composite Exhibit B; 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 Improvements initially described in Resolution 2015-09, as amended and supplemented by Resolutions 2018-05, 2019-10, and 2020-01 and more specifically identified and described in Composite 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.
SECTION 4. ESTIMATED COST OF IMPROVEMENTS. The total estimated costs of the Improvements and the costs to be paid by Special Assessments on all specially benefited property are set forth in Composite Exhibits A and B, respectively, hereto.
SECTION 5. EQUALIZATION, APPROVAL, CONFIRMATION AND LEVY OF
SPECIAL ASSESSMENTS. The Special Assessments on the parcels specially benefited by the Improvements, all as specified in the final assessment roll set forth in Composite Exhibit B,
attached hereto, are hereby equalized, approved, confirmed and levied. Immediately following the adoption of this Resolution these Special Assessments, as reflected in Composite Exhibit B, attached hereto, there 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, 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, 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
Improvements 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. Pursuant to the provisions of Section 170.08, Florida Statutes, regarding completion of Improvements funded by a particular series of bonds, 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 Improvements. 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 Improvements has been determined, the term "Special Assessment" shall, with respect to each parcel, mean the sum of the costs of the Improvements.

SECTION 7.	PAYMENT OF SPECIAL ASSESSMENTS AND METHOD OF COLLECTION.
The Special Assessments may be paid in not more than thirty (30) substantially equal consecutive annual installments of principal and interest. The Special Assessments may be paid in full without interest at any time within thirty (30) days after the completion of the Improvements and the adoption by the Board of a resolution accepting the Improvements; 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. All impact fee credits received shall be applied against the outstanding indebtedness of any debt issuance that funded the improvement giving rise to the credits which application may be addressed by such resolutions. At any time s,ubsequent to thirty (30) days after the Improvements has been completed and a resolution accepting the Improvements 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 (or such other time as  set forth in the supplemental indenture for the applicable series of bonds secured by the debt assessment in question). 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 ifthere 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, or, if prepaid during the fo1ty­ five day period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date (or such other time as set forth in the supplemental indenture for the applicable series of bonds secured by the debt assessment in question). 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 (the "Uniform Method"). The District has heretofore taken or will use its best efforts to take as timely required, any necessary actions to comply with the provisions of said Sections 197.3632 and 197.3635, Florida Statutes. 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.

For each year the District uses the Uniform Method, the District shall enter into an agreement with the Tax Collector of Polk 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.
SECTION 8. APPLICATION OF TRUE-UP PAYMENTS.
There may be required from time to time certain true-up payments as specified in supplemental assessment methodology reports. As parcels of land or lots are platted, the Special Assessments securing the Bonds shall be allocated as set forth in such reports. In furtherance thereof, at such time as parcels or land or lots are platted, it shall be an express condition of the lien established by this Resolution that any and all initial plats of any portion of the lands within the District, as the District's boundaries may be amended from time to time, 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 plat, 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 such supplemental assessment methodology reports, cause such reallocation to be recorded in the District's Improvement Lien Book, and shall perform the true-up calculations described in supplemental assessment methodology reports, 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 with the Developer that it intends to develop the unit numbers and types shown in Composite Exhibit B, on the net developable acres and is intended to provide a formula to ensure that the appropriate ratio of the Special Assessments to developable acres is maintained if fewer units are developed. However, no action by the District prohibits more than the maximum units shown in Composite Exhibit B from being developed. In no event shall the District collect Special Assessments pursuant to this Resolution in excess of the total debt service related to the Improvements, including all costs of financing and interest. The District recognizes that such events 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 Improvements, 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. 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. Each such supplemental resolution shall also address the allocation of any impact fee credits expected to be received from the provision of the Improvements funded by the corresponding series of bonds issued or to be issued.
SECTION 9. GOVERNMENT 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 homeowners association that is exempt from special assessments under Florida law shall not be
subject to the Special Assessments. If at any iime, 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 an amended Notice of Assessments in the Official Records of Polk 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.

APPROVED AND ADOPTED this 14th day of November, 20 19.

ATTEST:	TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Vice/Chairperson, Board of Supervisors

Composite Exhibit A:	Preliminary Engineer's Report dated November 2014, as amended
by the First Amendment to Master Engineer's Report dated March 2018, and supplemented by that Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C) dated September 20 19
Composite Exhibit B:	Master Assessment Methodology dated January 21, 2015, as
amended and restated by that Amended and Restated Master Assessment Methodology dated March 8, 2018, and further supplemented by that Amendment to the Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C - Riverstone Phases 3 & 4) dated October 20 19

COMPOSITE EXHIBIT A

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
PRELIMINARY ENGINEER'S REPORT

Prepared for:

BOARD OF SUPERVISORS TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

Prepared by:

LANDMARK ENGINEERING & SURVEYING CORPORATION 8515 PALM RIVER ROAD
TAMPA, FL 33619
PH: 813-621-7841

November 2014

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS
INTRODUCTION	1
PURPOSE AND SCOPE	2
THE DEVELOPMENT	3
THE PROJECT	3
PROPOSED IMPROVEMENTS	4
Stormwater Management Facilities	4
Roadway	5
Water and Wastewater Facilities	6
Off-site Improvements	6
Entry Features / Landscaping & Irrigation / Amenities	7
Miscellaneous	7
PERMITTING	8
RECOMMENDATIONS	9
REPORT MODIFICATION	9
CONCLUSION	10

LIST OF TABLES & EXHIBITS

TABLE 1 -Land Use Summary Within the District TABLE 2 -Summary of Opinion of Probable Costs TABLE 3 -Summary of Proposed District Facilities TABLE 4 -Preliminary Development Schedule
EXHIBIT 1 -General Location Map EXHIBIT 2 -District Boundary Map EXHIBIT 3 -Legal Description EXHIBIT 4 -Future Land Use Map EXHIBIT 5 -Utility Location Map EXHIBIT 6 -Overall Development Plan

ENGINEER'S REPORT TOWNE PARK

INTRODUCTION
The Towne Park Community Development District (the "District" or the "CDD") is located south of West Pipkin Road and north of Ewell Road, just east of County Line Road, in the City of Lakeland, Polk County, Florida. The District currently contains approximately 585 acres, and is expected to consist of 2,088 single family and/or multi-family residential units, recreation and amenity areas, parks, and associated infrastructure.

The CDD was established under City of Lakeland Ordinance No. 14-05 1, which was passed by the City  Council on November  3,  201 4.   The CDD will own and operate the roadways and stormwater management facilities, as well as the landscape, irrigation, signage, and recreational facilities within the Community.

Improvements and facilities financed, acquired, and/or constructed by the CDD will be required to conform to regulatory requirements of the City of Lakeland, Polk County, Southwest Florida Water Management District (SWFWMD), and other agencies with regulatory jurisdiction over the development. An overall estimate of probable cost is provided in Section 3 of this report.

The development plan prepared by the CDD reflects the present intentions of the CDD. It should be noted that the location of proposed facilities and improvements may be adjusted during the final design, permitting, and implementation phases. It should also be noted that these modifications are not expected to diminish the benefits received by the Towne Park Community (the "Community"). The CDD reserves the right to make reasonable adjustments to the development plan to meet applicable regulatory requirements of agencies with jurisdiction over the development, while maintaining comparable level of benefits to the community served by the improvements. Changes and modifications are expected as changes in regulatory criteria are implemented.

Page 1

Implementation of any proposed facilities or improvements outlined in this report requires written approval from the CDD's Board of Supervisors. Estimated costs outlined in this report were based on best available information, which includes but is not limited to previous experience with similar projects. Actual costs could be different than estimates because final engineering and specific field conditions may affect construction costs.

All roadway improvements, sidewalks, and storm drainage collection systems (from the curb inlets to their connection to the Stormwater ponds) within the Community will be maintained by the CDD. Water distribution and wastewater collection systems (gravity lines, force mains, and lift stations) will be dedicated to City of Lakeland for ownership and maintenance.

PURPOSE AND SCOPE
The purpose of this report is to provide engineering support to fund improvements in Phase 2 and Phase 3 of the Community. Phase 2 is currently approved and permitted for 207 single family residential units and their associated infrastructure, while Phase 3 is currently planned for up to 1 ,88 1 single family and multi-family residential units and their associated infrastructure (no permit applications have been submitted for Phase 3 ). This report will identify the proposed capital improvements to be constructed or acquired by the District along with an opinion of probable cost.

Contained within this report is a description of the public infrastructure to be constructed or acquired by the District. The District will finance, construct, operate, and maintain specific portions of the proposed capital improvements. An assessment methodology consultant has been retained by the District, who will develop the assessment and financing methodology to be applied to this report.

Page 2

The predominant portion of this report provides descriptions of the proposed public infrastructure improvements, determination of estimated probable construction costs, and the corresponding benefits associated with the implementation of the described improvements. Detailed Site Construction Plans and specifications have been completed and permitted for Phase 2, while Phase 3 is still in planning. The engineer has considered, and in specific instances has relied upon, the information and documentation prepared or supplied by others, and information that may have been provided by public entities, public employees, the developer, site construction contractors, other engineering professionals, land surveyors, the District Board of Supervisors, and its staff and consultants.

THE DEVELOPMENT
The Towne Park Community will consist of up to 2,088 residential units (the "Development") and associated infrastructure. The Development is a planned residential community located between West Pipkin Road and Ewell Road, just east of County Line Road in the City of Lakeland, Polk County, Florida. The Development lies within Sections 8, 9 and 17, Township 23 South, Range 29 East, all within Polk County, Florida. The Development received zoning approval by the City of Lakeland Planning Commission as an R-3 District, and has an underlying Future Land Use Designation of RL (Residential­ Low). The Development will be constructed in approximately two (2) master phases, but sub-phasing is expected.

THE PROJECT
The Project consists of public infrastructure in Phases 2 and 3. The primary po1iions of the Project will entail stormwater pond construction, roadways built to an "urban" typical section, water and sewer facilities, entry features, landscaping & irrigation, and amenity areas.

Page 3

There will also be stormwater structures and conveyance culverts within the Project which will outfall into the on-site retention ponds. These structures and pond areas comprise the overall stormwater facilities of the Project. Installation of the water distribution and wastewater collection system will also occur at this time. Below ground installation of power, telecommunications and cable TV will occur, but will not be funded by the District. Installation of conduit for street lights within the public right of way will be funded by the District.

PROPOSED IMPROVEMENTS
The infrastructure improvements include the following:

Stormwater Management Facilities
Stormwater management facilities consisting of storm conveyance systems and retention ponds are contained within the District boundaries. Stormwater runoff is collected via roadway curb and gutter to storm inlets, which are connected by storm culverts. The storm culverts convey the runoff into the proposed detention ponds for water quality treatment and attenuation. The proposed stormwater systems will utilize wet detention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District's stormwater management systems is regulated by the City of Lakeland, Polk County and SWFWMD.

FEMA Community Panel No. 12 105C-0460F (dated 12/ 19/2000) demonstrates that the property is located within Flood Zones A & X. Floodplain compensation will required for any fill placed within Flood Zone A. Additionally, there are existing wetlands on site that have been delineated and approved by the appropriate regulatory agencies for such purposes.

Page 4

During the construction of stormwater management facilities, utilities and roadway improvements, the site contractor will be required to adhere to a Stormwater Pollution Prevention Plan (SWPPP) as required by FDEP as delegated by the Environmental Protection Agency (EPA). The SWPPP will be prepared to depict for the contractor the proposed locations of required erosion control consisting of staked turbidity barriers along the down gradient side of any proposed construction activity and adjacent to the wetland edges and the perimeters. The site contractor will be required to provide the necessary reporting on various forms associated with erosion control, its maintenance and any rainfall events that occur during construction activity.

Roadways
The proposed public roadway sections are to be 50' R/W with 20' of asphalt and Miami curb and gutter on both sides. The proposed roadway section will consist of stabilized subgrade, crushed concrete or cement treated base and asphalt wearing surface. The proposed curb is to be 2' wide and placed along the edge of the proposed roadway section for purposes of protecting the integrity of the pavement and also to provide stormwater runoff conveyance to the proposed stormwater inlets. Roadway underdrains may be provided as necessary to control groundwater and protect the roadway base material.

The proposed roadways will require signage and pavement markings within the public rights-of-way, as well as street signs depicting street name identifications and block numbers, which will be utilized by the residents and public. It is intended that the CDD will bond all public roadway improvements.

Page 5

Water and Wastewater Facilities

A potable water system inclusive of water mam, gate valves, fire hydrants and appurtenances will be installed for the Development. The water service provider will be the City of Lakeland Public Utilities. The water system will be a "looped" system consisting of 4", 6", and 8" diameter PVC water lines. These facilities will be installed within the proposed public rights-of-way within the District. The water system will provide the potable (domestic) and fire protection services which will serve the entire District.

A domestic wastewater collection system consisting of gravity sanitary sewer mains and sewer laterals will be installed. The gravity sanitary sewer mains will be 8" diameter PVC. The gravity sanitary sewer lines will be placed inside of the proposed public rights-of-way, under the proposed paved roadways. Branching off from these sewer lines will be laterals to serve the individual lots. No pump station or force mains are required because the project has an existing sanitary sewer pump station adjacent to the site.

Reclaimed water is not available for this site. An irrigation well to be funded by the District will be installed onsite to provide irrigation within the public right of way. Any water, sewer, or reclaim water pipes or facilities placed on private property will not be publicly funded.

Off-Site Improvements
There are no off-site improvements currently planned for the District.

Page 6

Entry Features / Landscaping & Irrigation / Amenities:
District improvements will include entry features at the primary access points on West Pipkin Road and Ewell Road. These features will include signage identifying the community, as well as buffer walls, fencing, landscaping and irrigation to enhance the entrance. The District will operate and maintain these features.

The District will provide streetscape along the local collector roads as required by Hillsborough County Natural Resources Department. Landscaping and irrigation will also be provided within the local collector road rights-of-way and other common areas provided throughout the Community. The District will maintain the streetscape, landscape, and irrigation systems are they are placed into service.

There are several tracts within the Community that are reserved for recreational use. Anticipated development includes a clubhouse with paved parking area, swimming pool, multi-purpose fields, tennis courts, multi-purpose fields, parks and open spaces. The District will operate and maintain the public facilities constructed within these areas.

Mis eel Ian eous :
Upon completion of each phase of these improvements, inspection / ce1iifications will be obtained from SWFWMD, the Polk County Health Department (water distribution system), Department of Environmental Protection (DEP, wastewater collection) and the City of Lakeland.

The stormwater improvements, roadways, landscaping and irrigation, mitigation area(s), and certain permits and professional fees as described in this report, are being financed by the District with the intention of benefiting all of the developable real prope1iy within the District. The construction and maintenance of the proposed public improvements will benefit the Development for the intended use as a mixed use planned development.

Page 7

PERMITTING
Construction permits for Phase 2 have been obtained, which include the SWFWMD Environmental Recourse Permit (ERP). There are no Army Corps of Engineer (ACOE) jurisdictional wetlands within the project boundaries, therefore no permits are required from that agency.

Following is a summary of required permits obtained and pending for the construction of the public infrastructure improvements for the District:

PHASE 2
Permits / Approvals	Approval/ Expected Date
Zoning Approval (Lakeland)	October 20 14 
Preliminary Plat (Lakeland)	December 2014 
SWFWMD ERP	February 20 15 
Construction Permits (Lakeland)	February 20 15 
FDEP Water	February 20 15 
FDEP Sewer	February 20 15 

There are no current permit applications filed for Phase 3.

Page 8

RECOMMENDATIONS
As previously described within this report, the public infrastructure as described is necessary for the development and functional operation of the Community as required by the City of Lakeland, Florida. The site planning, engineering design and construction plans for the infrastructure are in accordance with the applicable requirements of the City of Lakeland and SWFWMD. It should be noted that the infrastructure will provide its intended use and function so long as the construction and installation is in substantial conformance with the design construction plans and regulatory permits.

Items utilized in Table 2 - Opinion ofProbable Costs for this report are based upon current plan quantities for the infrastructure as shown on construction drawings incorporating specifications in the most recent review comments received from SWFWMD and the City of Lakeland as well as estimated quantities for the future phases.

REPORT MODIFICATION
During development and implementation of the public infrastructure improvements as described for the District, it may be necessary to make modifications and/or deviations for the plans. However, if such deviations and/or revisions do not change the overall primary objective of the plan for such improvements, then the costs differences would not materially affect the proposed cost estimates.

Page 9

CONCLUSION
It is our professional opinion that the public infrastructure costs for the District provided in this report are reasonable to complete the construction of the infrastructure. Furthermore, the public infrastructure improvements will benefit and add value to lands within the District at least equal to the costs of such improvements.

The Opinion of Probable Costs of the infrastructure is only an estimate and is not a guaranteed maximum price. The estimated costs are based upon unit prices currently experienced on an ongoing and similar basis for work in Polk County. Furthermore, the quantities are a derivative of line items from specific construction documents and construction contracts as of this date. However, labor market, future costs of equipment, materials, changes to the regulatory permitting agencies activity, and the actual construction processes employed by the chosen site contractor are beyond the engineer's control. Due to this inherent opportunity for changes (upward or downward) in the construction costs, the total, final construction cost may be more or less than this estimate.

Based upon the presumption that the Project construction continues in a timely manner, it is our professional opinion that the proposed public improvements when constructed and built in substantial conformance with the approved plans and specifications, can be completed and used for their intended function. Be advised that we have utilized historical costs and direct unit costs from site contractors and consultants in Polk County, which we believe to be necessary in order to facilitate estimated costs associated with the Opinion of Probable Costs. Based upon the information above, it is our professional opinion that the acquisition and construction costs of the proposed project can be completed at the cost as stated.

Page 10

TOWNE PARK
Community Development District
Table 1 - Land Use Summary Within The District Boundaries

Distribution by Land  Use (1 )

Land Use	Area (acres)	Percentage	
Stormwater Ponds	72 .0 	12.3 %	
Residential	285.3	48.8 %	
Commercial	0	0 % 	
Wetland / Conservation	207.5	35.5 %	
Recreation / Open Space	20.0 	3.4 %	
TOTAL	584.8	1 00.0 %	

Distribution by Lot Size (2)			
Phase	SF Lots	MF Units	TOTAL	Percentage	
2	207(3)	0	207(3)	9.9 %	
3	1 ,431	450	1 , 881 	90. 1 %	
TOTAL	1 , 638	450	2, 088	1 00.0 %	

1. 
2.
3.

Notes:
Figures are approximate; Areas may change upon final layout Lot widths subject to change
Current approved lot count

TOWNE PARK
Community Development District

TOTAL

Contingency
TOTAL

I
I

$ 700, 000
$ 8,772,000

$ 2,500, 000
$.26,134;000

$ 3,200:000 · ·
$ 34,906;000 •.

Table 2 - Summary of Opinion of Probable Costs (Gl

Infrastructure <2l<5l	Phase 2 <1 )	Phase 3 <1 )	
Stormwater Management <2l<5l	$ 3 ,654,000	$ 11 ,088,000	
Utilities (Water and Sewer)	$ 1 ,363 ,000	$ 4 ,1 36,000	
Roadway <3l	$ 1 ,305,000	$ 3, 960, 000	
Entry Feature & Signage <7)	$ 750, 000	$ 1 ,450,000	$ 2,20-0,00-0	
Amenities	I	$ 1 ,000, 000	I	$ 3,000, 000	I	$4;000'   >, 0,   00	

Notes:
I nfrastructure consists of roadway improvements, stormwater management facilities, water lines, sanitary sewer utilities, entry feature, landscaping and signage, neighborhood parks and recreational facilities
Includes stormwater pond excavation, placement of fill, and wetland mitigation.
Includes sub-grade, base, asphalt paving, curbing, and civil / site engineering.
Includes subdivision infrastructure and civil / site engineering only.
Stormwater does not include grading associated with building pads.
Estimates are based on 2013 costs.
Includes Entry Features, Signage, Hardscape, Landscape, Irrigation, and Fencing
COD will enter into a Lighting Agreement with Lakeland Electric for the street light poles and lighting service

TOWNE PARK
Community Development District

Table 3 - Summary of Proposed District Facilities

District Infrastructure

Entry Feature & Signage

Stormwater Facilities

Water & Sewer Utilities

Street Lighting/Conduit

Road Construction

Construction	Ownership	Capital Financing

District	District	District Bonds

District	District	District Bonds

District	City of Lakeland	District Bonds

District	Lakeland Electric	District Bonds

District	City of Lakeland	District Bonds

Operation and Maintenance

District

District

City of Lakeland

Lakeland Electric

City of Lakeland

TOWNE PARK
Community Development District

Table 4 - Preliminary Development Schedule

Phase	Estimated Start Date	Estimated
Completion Date	Number of Lots / Units	
2	20 14 	20 15 	207	
3	20 15 	20 18 	1 ,881	

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GEBC0, USGSJ FAQ, NPS, N RGAN, QeoBase,0 IGN, Kacfaster NL,.  .
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Towne Park

'11{• ci

85 15 Palm River Road; Tampa, Florida 336 19 
81 3/62 1 -7841 (voice)	813 /62 1-6761 (fax)
www.lesc.com

Exhibit 1
General Location Map
Data provided by ESRI, FGDL, Polk County and SWFMWD

JN: 2140055
Date: 06/1 7/14 

1 inch = 2,000 feet

District :Boundary :t\tnp

TOWN E PARK
Community Development District EXHIBIT 3 - Legal Description
Phase 2: 

THAT PART OF SECTIONS 8 & 9, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COUNTY, FLORIDA MORE PARTICU LARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWEST CORNER OF SAID SECTION 9 AND RUN THENCE N-89° 58'07"-E ALONG THE SOUTH
BOUN DARY OF SAI D SECTION 9, 1 865. 81 FEET; THENCE N-00° 01' 53"-W, 247.65 FEET; THENCE N-00°41 '07"-E, 1 78.59 FEET; THENCE N-65° 58'09"-W, 1 32.26 FEET; THENCE 
N-58° 1 9'08"W, 21 0.85 FEET; THENCE N-61 ° 1 0'05"-W, 1 34.05 FEET; THENCE S-8 1 °49'54"-W,
50.47 FEET; THENCE N-57° 05'32"-W, 1 04.75 FEET; THENCE S-48° 54' 1 7"-W, 1 8.23 FEET;
THENCE ALONG A CURVE CONCAVE TO THE EAST HAVI NG A RADIUS OF 1 360.46 FEET, A CHORD OF 274.53 FEET AND A CHORD BEARING OF N-37°45'56"-W THROUGH A CENTRAL ANGLE OF 11 ° 34'54" AN ARC LENGTH OF 275.00 FEET; THENCE S-56° 05'06"-W, 50.03 FEET; THENCE ALONG A CURVE CONCAVE TO THE NORTH HAVING A RA DIUS OF 101 0.00 FEET, A CHORD OF 269.29 FEET AND A CHORD BEARING OF S-65° 09'55"-W THROUGH A
CENTRAL ANGLE OF 15° 1 9'20" AN ARC LENGTH OF 270. 10 FEET; THENCE 
S-72°49'35"-W, 209.24 FEET; THENCE S-23° 51 '50"-W, 268. 62 FEET; THENCE N-66° 08' 1 0"-W,
1 60.00 FEET; THENCE S-23 ° 51 '50"-W, 20.00 FEET; THENCE N-66°08'1 0"-W, 11 5.00 FEET;
THENCE N-88 °32'43"-W, 1 38.1 9 FEET; TH ENCE N-89° 56'52"-W, 1 37.01 FEET TO THE WEST BOUNDARY OF SAID SECTION 9; THENCE N-00° 07' 1 6"- E ALONG SAID WEST BOUNDARY, 
1 646.83 FEET; TH ENCE N-90° 00'00"-W, 80.00 FEET; THENCE N-00° 07' 1 6"- E, 387.68 FEET TO THE RIGHT OF WAY OF WEST PIPKIN ROAD; THENCE N-89°59'54"-W ALONG SAID RIGHT
OF WAY, 982.20 FEET; THENCE S-36°31 '55"-W ALONG THE EASTERLY LINE OF THE
LAKELAND LINDER REGIONAL AI RPORT APPROACH SURFACE, 3224.55 FEET TO A POI NT OF THE SOUTH BOUNDARY OF THE SOUTHWEST ¼ OF SAID SECTION 8; THENCE S-
890 56'41 "-E ALONG SAI D SOUTH BOUNDARY, 32 1 .04 FEET TO THE SOUTHWEST CORNER
OF THE SOUTHEAST ¼ OF SAID SECTION 8; THENCE S-89° 56'35"-E ALONG THE 
SOUTHERN BOUNDARY OF THE SOUTHEAST ¼ OF SAID SECTION 8, 2655. 16 FEET TO THE POI NT OF BEGINNING. 
Phase 3: 
Parcel 2329 1 7-000000-031 000:
NW1 /4 LESS SE1 /4 OF SE1 /4 OF NW1 /4 & NW1 /4 OF SW 1 /4 & W1 /4 OF NE1 /4 OF SW 1 /4
Parcel 23291 7-000000-01 0000:
NE1 /4 & SE1 /4 OF SE1 /4 OF NW1 /4 & E3/4 OF NE1 /4 OF SW 1 /4
Parcel 23291 7-000000-023080 :
N 330 FT OF W1 /2 OF SE 1 /4 LESS E 990 FT BEING LOT 88 UNRE WOODHAVEN

Parcel 23291 7-000000-0421 20:
BEG 1 75 FT E OF SW COR OF SE1 /4 OF SW1 /4 OF SEC N 365 FT W 1 75 FT N 976.32 FT E 497. 61 FT S 437.69 FT W 447.61 FT S 488.67 FT E 1 75 FT S 415 FT W 50
FT TO POB LESS RD R/W
Parcel 23291 7-000000-042070:
BEG 225 FT E OF SW COR SE1 /4 OF SW1 /4 N 415 FT W 1 75 FT N 488.67 FT E 447.61 FT S 904.03 FT TO S
LINE SEC W 272.61 FT TO POB LESS RD R/W
Parcel 2329 1 7-000000-0441 10:
E1 /2 OF NE1 /4 OF SW 1/4 OF SW 1 /4
Parcel 23291 7-000000-044 140:
E1 /2 OF SE1 /4 OF SW 1 /4 OF SW1 /4 OF SEC LESS N
208.75 FT OF S 238.75 FT OF W 208.75 FT & LESS RD R/W
Parcel 23291 7-000000-042 11 O: 
BEG SW COR OF SE1 /4 OF SW1 /4 OF SEC E ALONG S SEC LINE 1 75 FT N 365 FT W 1 75 FT S TO POB LESS RD R/W

E,xh'ihit ,4
Future Land lJ:s,e i\"lap,

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Ordria'nc'e1:S'i'.frvey; Esri Japan, METI , Esri China (Hon� Kong), swisstopo, and the GIS User Community, Sources: Esri, Delorm_e , USGS, NPS
Towne Park

85 15 Palm River Road; Tampa, Florida 336 19 
81 3/62 1-7841 (voice)	81 3/62 1-676 1 (fax)
www.lesc.com

Exhibit 5
Map of Major Trunk Water Mains and Sewer Interceptors
Data provided by ESRI, FGDL, Polk County and SWFMWD

JN: 2140055 
Date: 07/22/ 14 

I inch = 500 feet

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TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

FIRST AMENDMENT TO THE MASTER ENGINEER 'S REPORT DATED NOVEMBER 2014 

PREPARED FOR:

BOARD OF SUPERVISORS TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

PREPARED BY:

E N G I N E E R I N G	&    S U R V E Y I N G ,	I N C .

340t W. Lemon SL Tampa, FL 33609 I Phon0: 813.250,3536 • Fax: 813.260.3838
Engineering Business No. 8474

MARCH 2018

TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS

PURPOSE	l

II.	OFFSITE IMPROVEMENTS ........................................\ 	1
LIST OF TABLES & EXHIBITS
TABLE 2 - Summary of Opinion of Probable Costs

TOWNE PARK
FIRST AMENDMENT TO THE MASTER ENGINEER'S REPORT

PURPOSE
The Purpose of this Amendment is to Amend Section V.6 of the Master Engineer's Report dated November 201 4to include the offsite improvements required to be constructed for the project. The costs associated with the offsite improvements are also included in this Amendment. Table 2 has been adjusted to reflect the costs for the offsite improvements and is included herein. Table 2 hereto shall be deemed to replace Table 2 of the Master Engineer's Report.

OFFSITE IMPROVEMENTS
The proposed offsite improvements required for the project include extension of the force main from the project limits to the proposed Point of Connection to provide sanitary sewer service to the project. Additionally, both access turn lanes and other offsite roadway improvements are required to serve the project.

1

TABLE 2

TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

Summary of Opinion of Probable Cost

Infrastructure l3l(Sl
Offsite Improvements & Phase 3 Spine Road Stormwater Management <2ll3H5l<6l
Utilities {Water, Sewer, & Street Lighting) (aJ
Roadway <4>
Entry Feature & Signage!7l Parks and Amenities
Contingency

Phase 2 (1}

$
$
$
$
$

,· .· . . 

' .	.	.
' c \ .c• ; ; C

.·

.,

$
$
$

.
3,654,000
1,363,000
1,305,000
750,000
1,000,000
700,000

$
s
$
$
$
$
$

Phase 3(1)
4,443,450
15,649,500
5,333,200
5,059,800
860,000
1,600,000

s
$
s

s
$

$

1,980,000

TOT�< < ..

$

\! .. C

..•.·..·    8,772,CJOO(  $  <

S:4;925,950 $

TOTAL
4,443,450
19,303,500
6,696,200
6,364,800
1,610,000
2,600,000
2,680,000
.. ..    43;697,950

Infrastructure consists of roadway improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and neighborhood parks.
Stormwater does not include grading associated with building pads.
Includes Stormwater pond excavation.
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering. All roadways will be public and accessible by public.
Includes subdivision infrastructure and civil/site engineering.
Estimates are based on 2017 costs.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with Lakeland Electric for the street light poles and lighting service.

TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

FOURTH SUPPLEMENTAL ENGINEER'S REPORT
PHASE 3C (Assessment Area 3C)

PREPARED FOR:

BOARD OF SUPERVISORS TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

PREPARED BY:

ABSOLUTE ENGINEERING, INC.

Engineering Business No. 28358

SEPTEMBER 2019

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS

INTRODUCTION	1
PURPOSE AND SCOPE	2
Ill.	PROPOSED IMPROVEMENTS	2
IV.	PERMITTING	5
CONCLUSION ........................................................................................................ ,	6

LIST OF  TABLES  & EXHIBITS

TABLE 1 - Land Use Summary Within Phase 3C of the District

TABLE 2- Summary of Opinion of Probable Costs

TABLE 3- Phasing References

EXHIBIT l - Map of Phase 3C

EXHIBIT 2 - Legal Description of Phase 3C

EXHIBIT 3 - Phasing Exhibit

TOWNE PARK
FOURTH SUPPLEMENTAL ENGINEER'S REPORT
PHASE 3C (Assessment Area 3C)

INTRODUCTION 
The Towne Park Community Development District (the " District" or the "COD") is located south of West Pipkin Road and north of Ewell Road, just east of County Line Road and west of Yates Road in the City of Lakeland (the "City") , Polk County, Florida (the "County") . The District currently contains approximately 586 acres, and is expected to consist of 1 ,453 single family and/or multi-family residential units, recreation and amenity areas, parks, and associated infrastructure.

The CDD was established under City of Lakeland Ordinance No. 1 4-051, which was passed by the City Commission on November 3, 201 4, as amended by Ordinance No. 5766 enacted by the City Commission on April 1, 20 1 9. The CDD will own and operate the roadways and stormwater management facilities, as well as the landscape, irrigation, signage, and recreational facilities within the Community. The CDD will acquire the property and improvements from the Developer at the lower of cost or fair market value.

Improvements and facilities financed, acquired, and/or constructed by the CDD will be required to conform to regulatory requirements of the City, the County, Southwest Florida Water Management District (SWFWMD), and other agencies with regulatory jurisdiction over the development. An overall estimate of probable cost is provided in Table 2 of this report.

The development plan prepared by the CDD reflects the present intentions of the COD. It should be noted that the location of proposed facilities and improvements may be adjusted during the final design, permitting, and implementation phases. It should also be noted that these modifications are not expected to diminish the benefits received by the Towne Park Community (the "Community" or the "Development"). The COD reserves the right to make reasonable adjustments to the development plan to meet applicable regulatory requirements of agencies with jurisdiction over the development, while maintaining comparable levels of benefits to the Community served by the improvements. Changes and modifications are expected as changes in regulatory criteria are implemented.
1

Implementation of any proposed facilities or improvements outlined in this report requires written approval from the CDD 's Board of Supervisors. Estimated costs outlined in this report were based on best available information, which includes but is not limited to previous experience with similar projects. Actual costs could be different than estimates because final engineering and specific field conditions may affect construction costs.

All roadway improvements, sidewalks, and storm drainage collection systems (from the curb inlets to their connection to the Stormwater ponds) within the Community will be owned and maintained by the COD. Water distribution and wastewater collection systems (gravity lines, force mains, and lift stations) will be dedicated to the City for ownership and maintenance.

PURPOSE AND SCOPE
The purpose of this report is to provide engineering support to fund improvements in Phases 3C of the Community (also known as Riverstone Phases 3 & 4) . Phase 3C is currently designed and being permitted for 1 86 single family residential units and their associated infrastructure. This report will identify the proposed capital improvements to be constructed or acquired by the District along with an opinion of probable cost.

This report should be reviewed in conjunction with the Preliminary Engineer's Report, dated November 20 1 4, prepared by Landmark Engineering & Surveying Corporation.
Ill. PROPOSED IMPROVEMENTS
The Infrastructure improvements for Phase 3C Include the following:

s.tormwgter Management FacUttie§
Stormwater management facilities consisting of storm conveyance systems and retention ponds are contained within the District boundaries and will be owned and operated by the District. Stormwater runoff is collected via roadway curb and gutter to storm inlets, which are connected by storm culverts. The storm culverts convey the runoff into the proposed detention ponds for water quality treatment and attenuation. The proposed stormwater systems will utilize wet detention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District's stormwater management systems
2

is regulated joint I y by the City, the County and SWFWMD.

FEMA Community Panel No. 121 05C-0460G (dated 1 2/22/20 1 6) demonstrates that the property is located within Flood Zones A & X. Floodplain compensation will be required for any fill placed within Flood Zone A. Additionally, there are existing wetlands on site that have been delineated and approved by the appropriate regulatory agencies for such purposes.

During the construction of stormwater management facilities, utilities and roadway improvements, the site contractor will be required to adhere to a Stormwater Pollution Prevention Plan (SWPPP) as required by FDEP as delegated by the Environmental Protection Agency (EPA) . The SWPPP will be prepared to depict for the contractor the proposed locations of required erosion control consisting of staked turbidity barriers along the down gradient side of any proposed construction activity and adjacent to the wetland edges and the perimeters. The site contractor will be required to provide the necessary reporting on various forms associated with erosion control, its maintenance and any rainfall events that occur during construction activity.

Roadways
The proposed focal public roadway sections will be owned by the D istrict and are to be 50' R/W with 20' of asphalt and Miami curb and gutter on both sides. The proposed roadway section will consist of stabilized subgrade, crushed concrete or cement treated base and asphalt wearing surface. The proposed curb is to be 2' wide and placed along the edge of the proposed roadway section for purposes of protecting the integrity of the pavement and also to provide stormwater runoff conveyance to the proposed stormwater inlets. Roadway underdrains may be provided as necessary to control groundwater and protect the roadway base material. 

The proposed roadways will require signage and pavement markings within the public rights-of-way, as well as street signs depicting street name identifications and block numbers, which will be utilized by the residents and public. It is intended that the CDD will bond all public roadway improvements.

3

watergnd wastewater Facilities
A potable water system inclusive of water main, gate valves, fire hydrants and appurtenances will be installed for the Development. The water service provider will be the City of Lakeland Public Utilities. The water system will be a "looped" system consisting of 6" diameter PVC and DIP water lines. These facilities will be installed within the proposed public rights-of-way within the District. The water system will provide the potable (domestic) and fire protection services which will serve the entire District

A domestic wastewater collection system consisting of gravity sanitary sewer mains and sewer laterals will be installed. The gravity sanitary sewer mains will be 8" diameter PVC. The gravity sanitary sewer lines wm be placed inside of the proposed public rights-of-way, under the proposed paved roadways. Branching off from these sewer lines will be laterals to serve the individual lots. An ex isting pump station cons tructed in Phase 3B wil! se rve Ph ase 3C. 

Reclaimed water is not available for this site. An irrigation well to be funded by the District will be installed onsite to provide irrigation within the public right of way. Any water, sewer, or reclaim water pipes or facilities placed on private property will not be publicly funded.

�ntry fegtures L Lcmdscaping & Irrigation t Amenities:
District improvements will include entry features at the primary access points on Medulla Road. These features wlll include signage identifying the community, as well as buffer walls, fencing, landscaping and irrigation to enhance the entrance. The District will own, operate and maintain these features.

The District will provide streetscape along the local collector roads as required by the City of Lakeland Land Development Code. Landscaping and irrigation will also be provided within the local collector road rights-of-way and other common areas provided throughout the Community. The District will maintain the streetscape, landscape, and irrigation systems as they are placed into service.

There are several tracts within the Community that are reserved for recreational use. Anticipated development includes a clubhouse wiih paved parking area, swimming pool,
4

tennis courts, multi-purpose fields, parks and open spaces. The District will operate and maintain the public facilities constructed within these areas.

Electric and Liqbfiaa
The electric distribution system thru the District is currently planned to be underground. The District presently intends to fund and construct the undergrounding of the electric conduit for the required electrical system. The electrical system, including conduit, transformer/cabinet pads, and electric manholes will be owned and maintained by Lakeland Electric, with Lakeland Electric providing underground electrical service to the Development. The purchase and installation of street lighting along internal roadways within the CDD will not be funded by the District. These lights will be owned, operated and maintained by Lakeland Electric after dedication, with the District funding maintenance services.

MlsceHaneous:
Upon completion of each phase of these improvements, inspection / certifications will be obtained from SWFWMD, the Polk County Health Department (water distribution system), Department of Environmental Protection (DEP, wastewater collection) and the City.

The stormwater improvements, roadways, water and wastewater facilities, en try fe atures, amenities, landscaping and irrigation, mitigation area(s) , and certain permits and professional fees as described in this report, are being financed by the District with the intention of benefiting all of the developable real property within this phase. The construction and maintenance of the proposed public improvements will benefit the Development for the intended use as a mixed use planned development.
PERMITTING
All required construction permits for Phase 3C have not yet been obtained, including SWFWMD Environmental Recourse Permit (ERP). There are no proposed impacts to Army Corps of Engineer (ACOE) jurisdictional wetlands within the project boundaries, therefore no permits are required from that agency.

Following is a summary of required permits obtained and pending for the construction of the public infrastructure improvements for the District:
5

Permits / Approvals	Approval / Expected Date
Zoning Approval (Lakeland)	PUD 1 7-066
Preliminary Plat {Lakeland)	SUB-1 8-015 
SWFWMD ERP	43043355.002
Construction Permits (Lakeland)	SUB-1 8-01 5
FDEP Water	September 20 1 9
FDEP Sewer	September 2019 
CONCLUSION
It is our professional opinion that the public infrastructure costs for the District provided in this report a re reasonable to complete the construction of the infrastructure. Furthermore, the public infrastructure improvements will benefit and add value to lands within the District at least equal to the costs of such improvements.
The Opinion of Probable Costs of the infrastructure is only an estimate and is not a guaranteed maximum price. The estimated costs are based upon unit prices currently experienced on an ongoing and similar basis for work in Polk County. Furthermore, the quantities are a derivative of line items from specific construction documents and construction contracts as of this date. However, labor market, future costs of equipment, materials, changes to the regulatory permitting agencies activity, and the actual construction processes employed by the chosen site contractor are beyond the engineer's control. Due to this inherent opportunity for changes (upward or downward) in the construction costs, the total, final construction cost may be more or less than this estimate.
Based upon the presumption that the construction of Phase 3C continues in a timely manner, it is our professional opinion that the proposed public improvements when constructed and built in substantial conformance with the approved plans and specifications, can be completed and used for their intended function. Be advised that we have utilized historical costs and direct unit costs from site contractors and consultants in the County, which we believe to be necessary in order to facilitate estimated costs associated with the Opinion of Probable Costs in Table Two of this report. Based upon the information above, it is our professional opinion that the acquisition and construction costs of the proposed project can be completed at the cost as stated.
6

TOWNE PARK
Community Development District
Table 1 - Land Use Summary Within Phase 3C of The District

········-·..··•···

l

Distribution by Land Use (1 l

Land Use	TOTAL (acres)	Percentage	
Stormwater Ponds	1 8.7	20.0 %	
Residential	56.4	60.2 %	
Commercial	0	0 % 	
Wetland / Conservation	1 8.6	1 9.8 %	
Recreation / Open Space
m=====•	0
_,,.._.,	0 % 
_........  ........ --.....·---�-	
TOTAL
•·=-•,,~•· ""''·	93.7	1 00.0 %	

Distribution by Lot Size

Phase
TOTAL

SF Lots
1 86

MF Units
0

TOTAL
186

Percentage
100.0 %

Notes:
1. Figures are approximate; Areas may change upon final layout

TABLE TWO TOWNE PARK
CO MMUNITY DEVELOPMENT DISTRICT

Summary of Opinion of Probable Cost

Number of Lots Infrastructure <3X5l
Stormwater Management (lll3H5H5l
Utilities {Water, Sewer, & Street Lighting) (s) Roadway 14l
Entry Feature & SignagePl Contingency
TOTAL

.

. '

..

..

s
$
$
$
$
$<

186
Phase 3C 111

.. . .

2,000,000
1,250,000
2,250,000
250,000
750,000
6,500,000

Infrastructure consists of roadway improve ments, Stormwater
management facilities, master sanitary sewer lift station and utilities, entry featu re, landscaping and signage, and neighborhood parks. Any land
acquisitions or improvements purchased by the District will be made at the lower of cost or fair market value.

Stormwater does n ot include grading associated with building pads for Initial construction and in conjunction with home construction.
Includes Stormwater pond excavation. Does not include cost of transporting fill to, or use of fill on, privately owned land.

Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering. All roadways will be public and accessible by public.

Includes subdivision infrastructu re and civil/site engineering.

Estimates a re based on 2019 costs.

Includes entry features, signage, hardscape, landscape, irrigation and fenci ng.

CDD will enter into a Lighting Agreement with La keland Electric for the street light poles and lighting service. Only undergrounding of wires on
public right-of-way, utility easements and on District land will be financed by the District.

Phasing References

"Master"	Supplemental Engineer's Reports		Bond Documents Hamilton Phasing Map	Phasing 1		(Sub-Phasing)	(Assessment Area References)

•

Towne Park Estates Phase 2A	Phase 2A	Towne Park Estates 2A
First Supplemental Engineer's Report Phase 2A	• Part of Assessment Area 1 per First Supplemental
& 2B (Assessment Area 1), dated May 12, 2016	Trust Indenture (Series 2016) (also known as
Assessment Area 2A per Fourth Supplemental Trust Indenture, Series 2019)
N
Towne Park Estates Phase 2B	CII	Phase 2B	Towne Park Estates 2B
Q.	• First Supplemental Engineer's Report Phase 2A	• Part of Assessment Area 1 per First Supplemental
& 2B (Assessment Area 1), dated May 12, 2016;	Trust Indenture (Series 2016)
and	• Part of Assessment Area 2B per Second
Second Supplemental Engineer's Report Phase	Supplemental Trust Indenture {Series 2018)
2B & 3A (Assessment Area 2), dated February 2018
Riverstone Phase 1	Phase 3A	Riverstone Phase 1
Second Supplemental Engineer's Report Phase	• Part of Assessment Area 3A per Third Supplemental
2B & 3A {Assessment Area 2), dated February	Trust Indenture (Series 2018) 2018
Towne Park Estates South
Map attached to Second Supplemental
Engineer's Report Phase 2B & 3A (Assessment
rl'I	Area 2),  dated February 2018

Rlverstone Phase 2

CII"'	Phase 3B	Riverstone Phase 2
Q.	• Third Supplemental Engineer's Report Phase 3B	• Part of Assessment Area 3B per Fourth
(Assessment Area 3B), dated June 2019	Supplemental Trust Indenture {Series 2019)

•

Riverstone Phases 3 & 4	Phase 3C	Riverstone Phases 3 & 4
Fourth Supplemental Engineer's Report Phase	Part of Assessment Area 3C per Fifth Supplemental 3C (Assessment Area 3C), dated August 2019	Trust Indenture (Series 2019)
Riverstone Phases 5 & 6	TBD	TBD

1 Per Preliminary Engineer's Report dated November 2014, as amended by that First Amendment to the Master engineer's Report, dated March 2018

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EXHIBIT 2

A PARCEL OF LAND LYING IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COU NTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

FOR A POINT OF REFERENCE COMMEN�E AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SECTION 17 AND PROCEED S 89° 5 1' 12" W, ALONG THE NORTH BOUNDARY THEREOF, A DISTANCE OF 

374.34 FEET; TH ENCE S 00° 08' 48" E, LEAVING SAID BOUNDARY, A DISTANCE OF ;�78:08 FEET; THENCE S 27° 34' 01" W, A DISTANCE OF 1061.39 FEET; THENCE S 2r 34' 01" W, A DISTANCE OF 738.18 FEET;
THENCE S 10° 51' 19" E, A DISTANCE OF 314.09 FEET TO THE POI NT OF BEGINNING; SAID POINT ALSO
BEING THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1500.00 FEET AND A CHORD WHICH B EARS N 82° 36' 05" E, A DISTANCE OF 180.88 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 180.99 FEET TO A POINT ON THE WEST BOUNDARY OF RIVERSTONE PHASE 1 AS RECORDED IN PLAT BOOK __, PAGE _ AS RECORDED IN THE PUBLIC RECORDS OF POLK COU NTY, FLORIDA, AND THE END OF SAID CURVE; THENCE S 03° 24' 26" E,
ALONG SAID WEST BOUN DARY, A DISTANCE OF 107.02 FEET; THENCE S 57° 06' 19" E, A DISTANCE OF
41.73 FEET; THENCE S 35° 46' 00" E, A DISTANCE OF 71. 18 FEET; THENCE S 55° 11' 15" E, A DISTANCE OF 
64.74 FEET; THENCE S 66° 12' 14" E, A DISTANCE OF 85.88 FEET; THENCE S 54° 52' 43" E, A DISTANCE OF 
76.29 FEET; THENCE S 32° 54' 53" E, A DISTANCE OF 93.56 FEET; THENCE S 51° 10' 54" E, A DISTANCE OF 
121.62 FEET; THENCE S 36° 38' 50" E, A DISTANCE OF 112.29 FEET; THENCE S 43° 02' 12" E, A DISTANCE OF 94.82 FEET; THENCE S 45° 00' 49" E, A DISTANCE OF 107.83 FEET; THENCE S 75° 58' 12" E, A
DISTANCE OF 38.12 FEET; THENCE N 90° 00' 00" E, A DISTANCE OF 78.58 FEET; THENCE S 70° 58' 52" E, A
D ISTANCE OF 70.89 FEET; THENCE S 49° 11' 53" E, A DISTANCE OF 67.17 FEET; THENCE S 53° 08' 34" E, A DISTANCE OF 92.43 FEET; THENCE S 71° 34' 19" E, A DISTANCE OF 52.80 FEET TO A POINT ON THE EAST BOU N DARY OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE S 00° 19' 37" E, ALONG SAID EAST BOU N DARY, A DISTANCE OF 649.39 FEETTO THE SOUTHEAST CORNER OF THE
NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89° 57' 22" W, ALONG TH E SOUTH BOUNDARY THEREOF, A DISTANCE OF 829.49 FEET; TH ENCE S 00° 19' 59" E, LEAVING SAID SOUTH BOUNDARY, A DISTANCE OF 1311.27 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF EWELL ROAD AS DEDICATED PER OFFICIAL RECORDS BOOK 1222, PAG E 260 OF THE PUBLIC RECORDS OF POLK COU NTY, FLORIDA; THENCE S 89" 52' 52" W, ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF 
620.85 FEET; TH ENCE N 00° 08' 19" w, LEAVING SAID RIGHT-O F-WAY LINE, A DISTANCE OF 208.95 FEET;
THENCE S 89° 52' 33" W, A DISTANCE OF 208.51 FEET; THENCE N 00° 09' 35" W, A DISTANCE OF 1098.79
FEET TO A POI NT ON TH E SOUTH BOUNDARY OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89° 58' 54" W, ALONG SAID SOUTH BOUNDARY, A DISTANCE OF 997.83 FEET TO TH E SOUTHWEST CORNER THEREO F; THENCE N 00° 20' 23" W, ALONG THE WEST BOUNDARY OF SAID 
NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 17, A DISTANCE OF 1058.19 FEET; THENCE N 89° 39' 37" E, LEAVING SAID WEST BOU NDARY, A DISTANCE OF 276.81 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1040.00 FEET AND A CHORD WHICH BEARS N 72° 59' 48" E, A DISTANCE OF 596.44 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT, A
DISTANCE OF 604.93 FEET TO A POINT OF CURVATURE OF A REVERSE CU RVE COM POUND CURVE
CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1055.00 FEET AND A CHORD WHICH BEARS N 64° 05' 10" E, A DISTANCE OF 284.64 FE ET; TH ENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 285.51 FEET TO A POINT OF TANGENCY; THENCE N 71° 50' 20" E, A DISTANCE OF 209.83 FEET TO A
POINT OF CU RVATU RE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1500.00 FEET
AND A CHORD WHICH BEARS N 75° 29' 3111 E, A DISTANCE OF 191. 14 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 191.27 FEET TO THE POINT OF BEGINNING.

THE ABOVE PARCEL CONTAINING 93.69 ACRES, MORE OR LESS

EXHIBIT •	1 000

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PIPKIN ROAD

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TOWNE PAAK COD

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BOUNDARY Of TO't\M: PARK COO

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RIVERSTONE PHASE 5 & 6 UNPLATTED LAND

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TOWNE PARK ESTAlES P� 2A PLAT BOOK 163, PAGE 47

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ENGINEERJNG & SURVEYING, INC.
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TOWN E PARK COD 
CITY OF LAKELAN D, POLK COUNTY, FLORIDA 

3TAM409PAW.,  FLLEORMONIDA ST3REE3609T

013	FTEALX ((SI81�3)) 2»-250-3�535

COMPOSITE EXHIBIT B

FI&SAHSKSOICNIADTES

ADOPTED MASTER
ASSESSMENT METHODOLOGY
TOWN E PARK COMMUN ITY DEVELOPMENT DISTRICT

January 21 , 201 5

Prepared for:
Members of the Board of Supervisors,
Towne Park Community Development District

Prepared by:
Fishkind & Associates, Inc. 1 2051 Corporate Boulevard
Orlando, Florida 3281 7

ADOPTED MASTER ASSESSMENT METHODOLOGY TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

January 21 , 201 5

1 .0	Introduction

1 . 1	Purpose

This "Adopted Master Assessment Methodology" dated Janua ry 21 , 20 14 ("Methodology") provides a system for the allocation of non-ad valorem special assessments securing the repayment of bond debt planned to be issued by the Towne Park Community Development District ("District") to fu nd beneficial public infrastructu re improvements and facilities. The Methodology described herein has two goals: (1 ) quantifying the special benefits received by properties within the District as a result of the installation of the District's improvements and facilities, and (2) equ itably allocating the costs incu rred by the District to p rovide these benefits to p roperties in the District. The District plans to implement a capital improvement program ("CI P") that will allow for the development of property within the District. The District plans to fu nd the majority of its CIP through bond debt financing. This bond debt will be repaid from the proceeds of non-ad valorem special assessments levied by the District's Board of Supervisors. These special assessments will se rve as liens against properties within the boundary of the District that receive a special benefit from the CIP. This Methodology is designed to conform to the requi rements of Chapters 1 70, 1 90, and 1 97 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this su bject.

1 .2	Background

The District includes approximately 584 .8 g ross acres of property located within the City of Lakeland, Florida. The District is generally located to the south of West Pinkin Road , to the west of Yates Road , and to the north of Ewell Road within the City of Lakeland . At build-out, the District is expected to contain 1 ,638 single-family lots , 450 multi-family units, recreation a reas, parks/conservation, and related infrastructure. The legal description of the land in cluded within the District's bou ndaries is

found in Exhibit "A". The land use plan for the District is found in Table 1 (a ll tables a re found in the attached Appendix).

1 .3	Special Benefits and General Benefits

Improvements undertaken by the District create both special benefits and general benefits to property owners located within and surrounding the District. However, the general benefits to the public at large a re incidental in nature and are read ily distingu ishable from the special benefits which accrue to p roperty located with in the District. It is the District's CIP that enables p roperties within the District's boundaries to be developed. Without the District's CIP, there would be no infrastructu re to support development of land within the District. Without these improvements development of p rope rty in the District would be p roh ibited by law.

There is no doubt that the general public and certa in property owners outside the District will benefit from the provision of District infrastructure. However, such benefit is incidental to the benefit to p roperty within the District resulting from the District's CIP, which is designed solely to meet the needs of p roperty owners within the District. Properties outside the District do not depend upon the District's CIP to obtain, or to maintain, their development entitlements. This fact alone clearly d istinguishes the special benefits wh ich District properties receive  compared to  those p roperties lying outside of the District's boundaries.

1 .4	Requi rements of a Valid Assessment Methodology

For special assessments to be valid under Florida law, there are two requi rements. 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 cou rts have found that the mathematical perfection of calculating special benefit is likely impossible. Only if the District's Board was to a ct in an arbitrary, capricious, or g rossly unfair fashion wou ld its assessment methods be overtu rned .

CIP Plan of Finance

Infrastructure Installation

The District will install its public infrastructu re and improvements on a phased basis, as outlined in more detail in the "Towne Park Community Development District Engineer's Report", dated November 201 4 ("Engineer's Report") , as prepared by Landmark Engineering & Su rveying Corporation ("District Engineer"). Although the District will install its infrastructure in two phases, the CIP is designed to operate as a system, with   improvements   implemented   during   the   first   phase   benefitting p roperties  located  within  the  second  phase,  and  improvements impleme nted du ring the second phase also benefiting the properties within the first phase. The estimated costs of the District's CIP a re p resented in Table 2.

Bond Requirements

The District inte nds to finance the majority of its CIP by issuing bonds. These bonds will be issued in several series, as development p rogresses within the District. A number of component fu nds w i 1 1 comprise the total principal of the bonds to be issued by the District. These fu nds may include, but are not limited to, acquisition and construction, capitalized interest, debt service rese rve , underwriter's discount, and issuance costs. An estimate of the bond issuance req uired to fu nd the District's CIP is found in Table 3. 

As bonds are issued by the District, Fishkind will issue supplemental assessment methodology report(s) detailing the particulars of each specific bond issue. The supplemental report(s) will detail the terms , interest rates, and costs associated with a specific series of bonds. The supplemental report(s) will also detail the specific bond debt service assessments for properties that have been assessed to secure each bond issuance. 

3.0	Assessment Methodology

Assessment Foundation

The assessment methodology associated with the allocation of the costs of the CIP is a fou r-step process. First, the District Engineer determines

the costs for  the  District's  infrastructu re  and related  improvements. Second , an estimate of the amount of bonds required to finan ce the infrastructure improvements is calcu lated. Thi rd, the District Engineer outlines which parcels benefit from the provision of infrastructure and improvements. Finally, the as-financed costs of the infrastructu re and related improvements a re allocated to the benefiting  properties  based on the approximate relative benefit each unit receives as expressed by that property's Equivalent Residential Unit ("ERU") Factor.

In allocating special assessments to benefiting property, Florida governments have used a variety of methods including , but not limited to, front footage, a rea , trip rates, equivalent residential units, dwelling units, and acreage. Fish kind has determined that an assessment methodology based on equivalent residential unit (" ERU") values is appropriate. These ERU values equate the benefit received by a stated amount of such particu lar land use category to the benefit received by a typical single­ family residence. The use of ERU values to estimate the benefit derived from infrastructu re improvements is recognized as a simple, fa ir, and reasona ble method for apportioning benefit. ERU values are a commonly accepted method for calculating special benefit assessments in Florida. Here, Fishkind has chosen to assign an ERU value of 1 .0 to each plann ed single- family residential lot and a 0.65 ERU for each planned multi-family residentia l unit. A lower ERU value for the multi-family development is appropriate here as the average size of the multi-family units will be smaller and more densely developed than the planned single-family residences. These physical characteristics of the mu lti-family development planned for the District indicate that these units will receive a lesser benefit from the District's CIP when compared to the planned single-family residences . For example, the proportionate length of roadway needed to serve each mu lti-family unit is less than the length requi red to se rve single­ family residences. Additionally, the smaller land a rea req ui red for each mu lti-family unit will produce less stormwater runoff than each single-family lot, and so each multi-family unit will have a reduced impact on the District's stormwater facilities, when compared to a single-family lot.

Assignment of Assessments

The CIP cost estimates a re outlined in Table 2 and described in detail in the Engineer's Report. The maximum amount of bonds requi red to fu nd the CIP costs has been calculated and is shown in Table 3. The bond principal and related annual debt service assessments will then be apportioned among the development planned for the District on the basis of

ERU values, as outlined in Table 4. The resulting bond principal and related annual debt service assessment for each lot planned for the District are shown in Table 5. Table 5 becomes important as the land with in the District is platted , as specific bond debt service assessments will be assigned to the individual platted lots at that time.

One or more futu re supplemental assessment methodology reports will outline the p recise bond debt service assessments assigned to the lands within the District. If the lands within the District are unplatted , bond debt service assessments will in itially be assigned to the undeveloped developable land within the District on an equal per-acre basis. The assessments for each platted lot (a platted single-family lot will be referred to herein as a "Development Unit") will be assigned to each Development Unit when a parcel is initially platted.

True-Up Mechanism

In o rder to ensu re that the District's bond debt will not build up on the unplatted land within the District, the District shall periodically apply a "true-up" test. In itially, bond debt service assessments will be allocated to each acre  with in  the  District,  on  an equal per-acre  basis. As property is platted , "true-up" or density reduction payments may become due based upon the amount of bond debt assessments initially assigned. For example, as outlined in Table 3, it is estimated that $50,000,000 in bond principal will be allocated to the developable lands within the District at the time of issuance. This $50,000, 000 in principal will initially be allocated equally to all 584.8 acres located with in the District, resulting in $85 ,499 in bond principal assessment per acre. The bond principal true-up test shall be applied at the completion of the platting of 50%, 75%, 90% , and 1 00% of the developable acreage with in the District. Should it be determined at one of these platting benchmarks that the bond principal remain ing per undeveloped acre exceeds the $85 ,499 th reshold, the owner of the land at the time of platting will be required to  make  a  true-up  payment to the District sufficient to redu ce remaining bond principal per acre to the permissible $85 ,499 level. It is the responsibility of the landowner of record of the affected parcel to make or cause to be made any required true-up payments due. Th is true- up obligation runs with the land within the District. The District will not release any liens on p roperty for which true­ up payments are  due until provision for such payment has been satisfactorily made.

In the event that additional land not cu rrently subject to the assessments

is developed in such a manner as to receive special benefit from the District's CIP, it is contemp lated that th is Methodology will be re-applied to include such new parcels. The additional land, as a result of applying this Methodology, will be allocated an appropriate share of the bond debt service assessments, while all then-assessed parcels will receive a relative adjustment in their assessment levels.

4.0	Contribution of District Infrastructu re and/or Improvements

The costs of the District's CIP will likely be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or CIP components to the District ("Contribution"). Property owners within the District will have the opportun ity to make such a Contribution upon approval by the District.

A District property owner's Contribution will give rise to assessment credits that can be applied by the property owner to redu ce or eliminate bond debt service assessments that would otherwise be assigned to lands within the District to fu nd the costs of the CIP. Prior to a property owner reducing or eliminating bond debt service assessments through a Contribution, it must be shown that the improvements fu nded or contributed by the property owner are a component of the CIP, as outlined in the Engineer's Report. The property owner will be permitted to apply assessment credits equal to the value of the Contribution plus the costs of financing the improvement(s) that would otherwise have been incurred by the District if the District were requi red to issue bonds to fu nd or acquire the improvement(s) (such that the property would not be responsible for bond financing costs if the Contribution was made prior to the District's issuance of special assessment bonds). A property owner possessing assessment credits due to a Contribution will, in the District's discretion, have the opportu n ity to use the assessment credits to adjust bond debt service assessment levels of Development Units.

P rel imina ry Assessment Roll

The table below outlines the maximum bond principal assessment per developable acre for the lands with in the District. The legal description of the land included within the District's boundaries is found in Exhibit "A", below.

Preliminary Assessment Roll

Description
See Exhibit "A"

Bond Principal Assessment
Acreage	per Phase

584.8

$50,000,000

Bond		Bond G ross		Bond Gross Principal				An nual				Annual Assessment	Assessment	Assessment per Acre	per Phase (1 )	per Acre (1 )
$85, 499	$4,552,217	$7,784

Values 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.

EXHIBIT "A"
DESCRIPTION OF LAND WITHIN THE DISTRICT
Phase 2:

THAT PART OF SECTIONS 8 & 9, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COUNTY, FLORI DA MORE PARTICULARLY DESCRIBED AS FOLLOWS : BEGIN AT THE SOUTHWEST CORNER OF SAID SECTION 9 AND RUN THENCE N-89° 58'07"-E ALONG THE SOUTH BOUNDARY OF SAID SECTION 9, 1 865.81 FEET; THENCE N-
00001'53"-W, 247.65 FEET; THENCE N-00°41 '07"-E, 1 78.59 FEET; THENCE N-65° 58'09"­
W, 1 32.26 FEET; THENCE N-58° 1 9'08"W, 21 0.85 FEET; THENCE N-61 ° 1 0'05"-W, 1 34.05 FEET; THENCE S-81 °49'54"-W, 50.47 FEET; THENCE N-57° 05'32"-W, 1 04. 75 FEET;
THENCE S-48° 54' 1 7"-W, 1 8.23 FEET; THENCE ALONG A CURVE CONCAVE TO THE EAST HAVING A RADIUS OF 1 360.46 FEET, A CHORD OF 274.53 FEET AND A
CHORD BEARING OF N-37°45'56"-W THROUGH A CENTRAL ANGLE OF 11 ° 34'54" AN
ARC LENGTH OF 275.00 FEET; THENCE S-56°05'06"-W, 50.03 FEET; THENCE ALONG A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 1 01 0.00 FEET, A CHORD OF 269.29 FEET AND A CHORD BEARING OF S-65°09'55"-W THROUGH A CENTRAL ANGLE OF 1 5° 1 9'20" AN ARC LENGTH OF 270. 10 FEET; THENCE S-72°49'35"-W,
209.24 FEET; THENCE S-23°51 '50"-W, 268.62 FEET; THENCE N-66°08'1 0"-W, 1 60.00
FEET; THENCE S-23° 51'50"-W, 20.00 FEET; THENCE N-66° 08' 1 0"-W, 11 5.00 FEET;
THENCE N-88° 32'43"-W, 1 38. 19 FEET; THENCE N-89°56'52"-W, 1 37.01 FEET TO THE WEST BOUN DARY OF SAID SECTION 9; THENCE N-00° 07' 1 6"-E ALONG SAID WEST BOUN DARY, 1 646.83 FEET; THENCE N-90° 00'00"-W, 80.00 FEET; THENCE N-
000 07' 1 6"-E, 387.68 FEET TO THE RIGHT OF WAY OF WEST PIPKIN ROAD; THENCE
N-89°59'54"-W ALONG SAID RIGHT OF WAY, 982.20 FEET; THENCE S-36° 31 '55"-W ALONG THE EASTERLY LINE OF THE LAKELAND LINDER REGIONAL AIRPORT
APPROACH SUR FACE, 3224.55 FEET TO A POINT OF THE SOUTH BOUN DARY OF THE SOUTHWEST ¼ OF SAID SECTION 8; THENCE S-89° 56'41 "-E ALONG SAID 
SOUTH BOUN DARY, 321 . 04 FEET TO THE SOUTHWEST CORNER OF THE SOUTHEAST ¼ OF SAID SECTION 8; THENCE S-89° 56'35"-E ALONG THE
SOUTHERN BOUN DARY OF THE SOUTHEAST ¼ OF SAID SECTION 8, 2655. 16 FEET TO THE POI NT OF BEGINNING. 
Phase 3: 
Parcel 23291 7-000000-031 000:
NW1 /4 LESS SE1 /4 OF SE1 /4 OF NW1 /4 & NW1 /4 OF SW1 /4 & W1/4 OF NE1 /4 OF SW1 /4
Parcel 23291 7-000000-01 0000:
NE1 /4 & SE1 /4 OF SE1 /4 OF NW1 /4 & E3/4 OF NE1 /4 OFSW1 /4
Parcel 23291 7-000000-023080:
N 330 FT OF W1 /2 OF SE1 /4 LESS E 990 FT BEING LOT 88 UNRE WOODHAVEN

Parcel 23291 7-000000-0421 20:
BEG 1 75 FT E OF SW COR OF SE1 /4 OF SW1 /4 OF SEC N 365 FT W 1 75 FT N 976. 32 FT E 497.61 FT S 437.69 FT W 447.61 FT S 488.67 FT E 175 FT S 41 5 FT W 50
FT TO POB LESS RD R/W

Parcel 23291 7-000000-042070:
BEG 225 FT E OF SW COR SE1 /4 OF SW1 /4 N 41 5 FT W 1 75 FT N 488.67 FT E 447.61 FT S 904.03 FT TO S LINE SEC W 272.61 FT TO POB LESS RD R/W
Parcel 23291 7-000000-0441 10:
E1/2 OF NE1 /4 OF SW1 /4 OF SW1 /4
Parcel 23291 7-000000-044140:
E1 /2 OF SE1 /4 OF SW1 /4 OF SW1 /4 OF SEC LESS N 208.75 FT OF S 238.75 FT OF W
208. 75 FT & LESS RD R/W
Parcel 23291 7-000000-0421 10:
BEG SW COR OF SE1 /4 OF SW1 /4 OF SEC E ALONG S SEC LINE 175 FT N 365 FT W 1 75 FT S TO POB LESS RD R/W

APPEN DIX ASSESSMENT TABLES

APPENDIX TABLE 1
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
DISTRICT LAND USE PLAN
ADOPTED MASTER ASSESSMENT METHODOLOGY

Development Phase (1 )
Phase II Phase Ill Phase Ill 

Total

Description
Single-Family Lot Single-Family Lot Multi-Family Unit

Estimated Start
Date
201 5
201 6
201 6

Estimated Completion Date

2016 
2018 
2018 

Number of Lots/Units

207
1 ,431
450
2,088

Phase I of the overall P.U.D. is complete and not included within the boundaries of the District.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 1

Estimated Costs1

Estimated Costs1

Total Costs1 all

APPENDIX TABLE 2
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
CIP COST ESTIMATES
ADOPTED MASTER ASSESSMENT METHODOLOGY

Infrastructure Cornn.anent	Phase II	Phase Ill 	Phases	
Stormwater Management	$3,654,000	$1 1 ,088,000	$14,742,000	
Utilities (Water and Sewer)	$1 ,363,000	$4 ,1 36,000	$5,499,000	
Roadways	$1 ,305, 000	$3, 960,000	$5,265,000	
Entry Features and Signage	$750,000	$1 ,450,000	$2,200,000	
Amenities	$1 ,000, 000	$3,000,000	$4,000,000	
Contingency	$700,000	$2,500.000	$3,200.000	
Totals	$8,772,000	$26, 134,000	$34,906,000	

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 2

APPENDIX TABLE 3
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
ESTIMATED BOND FINANCING DETAI LS
ADOPTED MASTER ASSESSMENT METHODOLOGY

Bond Fund
Construction/Acquisition Fund	Value (1)
$34,906,000	
Debt Service Reserve	$2,906,500	
Capitalized I nterest	$1 0,937,500	
Costs of Issuance (Including Underwriter's Fee)	$1 ,200,000	
Contingency	$50,000	
Total Bond Principal	$50,000,000	
Average Annual Interest Rate:	7.50%	
Term (Years):	30	
Capitalized Interest Through:	November 1, 2017	
Capitalized Interest (Months):
Maximum Net Annual Debt Service:	
$4,233,562	

(1) The values shown are estimated and subject to change. Future supplemental assessment methodology report(s) will outline the actual details of the District's bond issuance(s).

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 3

ERU Value 12er

ERU Values1 all

% of ERUs 12er

APPENDIX TABLE 4
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
ERU VALUE ASSIGNMENTS
ADOPTED MASTER ASSESSMENT METHODOLOGY

Phase	Planned Lots/Units	Lot/Unit	Lots/Units	Categori	
Phase II Single-Family	207	1 .0	207	1 0.7%	
Phase Ill Single-Family	1 ,431	1 .0	1 ,431	74. 1 % 	
Phase Ill Multi-Family	450	0.65	293	1 5.2%	
Totals	2,088		1,931	100.0%	

(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 1 97 of the Florida Statutes. Gross assessments include an 7 .0% g ross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 4

APPENDIX TABLE 5
TOWNE PARK COMMUN ITY DEVELOPMENT DISTRICT
ESTIMATED MAXI MUM BOND ASSESSMENTS
ADOPTED MASTER ASSESSMENT METHODOLOGY

Phase
Phase II Single-Family Phase Ill Single-Family Phase Ill Multi-Family Totals

Planned Lots/Units
207
1 ,431
450
2,088

% gf ERUs per

Category
1 0.7%
74. 1% 

15.2%
1 00.0%

Bond Principal Assmt./ Category
$5,361 ,305
$37,062 ,937
$7,575,758
$50,000,000

Bond Principal Assmt. per Lot/Unit

$25,900
$25,900
$1 6,835

Phase
Phase II Single-Family Phase Ill Single-Family Phase Ill Multi-Family Totals

% of ERUs per

Category
10.7%
74.1 % 

15.2%
1 00.0%

Bond Net Annual	Bond Net Annual Assmt./Category  Assmt. per Lot/Unit

$453,948	$2,1 93
$3,1 38, 165	$2,1 93
$641 ,449	$1 ,425
$4,233,562

Bond Gross Annual Assmt.i Category (1) 

Bond Gross Annuai Assmt.l
Unit (1 )

$488, 11 7
$3,374, 371
$689,730
$4,552,21 7

$2,358
$2,358
$1 ,533

(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 a uthorized by Chapter 1 97 of the Florida Statutes. Gross assessments include an 7.0% g ross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 5

FISHKIND 

& ASSOCIATES

PRELIMINARY AMENDED & RESTATED MASTER 
ASSESSMENT METHODOLOGY
TOWN E PARK COMMU N ITY DEVELOPMENT DISTRICT

March 8, 2018 

Prepared for:

Members of the Board of Supervisors,
Towne Park Community Development District

Prepared by:

Fishkind & Associates, Inc. 1 2051 Corporate Boulevard
Orlando, Florida 32817 

PRELIMINARY AMENDED & RESTATED MASTER ASSESSMENT METHODOLOGY
TOWNE PARK COMMU NITY DEVELOPMENT DISTRICT
March 8, 201 8

1 .0	Introduction
1 . 1	Purpose

This "Pre liminary Amended & Restated Master Assessment Methodology" dated March 8, 2018 ("Methodology"), effectively amends and restates the District's "Adopted Master Assessment Methodology" dated Janua ry 21 , 20 14 ("Adopted Methodology") in order to reflect additional infrastructu re improve ments not included in the Adopted Methodology. The Methodo logy p rovides a system for the allocation of non-ad valorem special assessments secu ring the repayment of bond debt planned to be issued by the Towne Park Community Development District ("District") to fu nd beneficial public infrastructure improvements and facilities. The Methodology has two goals: (1 ) quantifying the special benefits received by p rope rties within the District as a result of the installation of the District's imp rovements and facilities, and (2) equitably allocating the costs incurred by the District to p rovide these benefits to properties in the District.

The District plans to implement a capital improvement p rog ram ("CI P") that will allow for the development of p roperty within the District. The District plans to fu nd the majority of its CIP th rough bond debt financing. This bond debt will be repaid from the proceeds of non-ad valorem special assessments levied by the District's Board of Supervisors. These special assessments will serve as liens against p roperties within the boundary of the District that receive a special benefit from the first phase of the C IP. This Methodology is designed to conform to the requirements of Chapters 1 70, 1 90, and 1 97 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

1 .2	Background

The District includes approximately 584 .8 g ross acres of prope rty located within the City of Lakeland, Florida. The District is generally located to the south of West Pinkin Road , to the west of Yates Road, and to the north of Ewe ll Road within the City of Lakeland. At build-out, the District is expected to contain 1 ,638 single-family lots, 450 multi-family units, recreation areas, parks/conservation, and related infrastructure. The legal description of the land included within the District's boundaries is found in Exhibit "A." The land use place for the District is found in Table 1 (all tables are found in the attached Appendix.)

1 .3	Special Benefits and General Benefits

Improvements undertaken by the District create both special benefits and general benefits to property owners located within and surrounding the District. Howeve r, the general benefits to the public at large a re incidental in nature and are readily distinguishable from the special benefits which accrue to p rope rty located within the District. It is the District's CIP that enables properties within the District's boundaries to be developed. Without the District's CIP, there would be no infrastructu re to support development of land within the District. Without these improvements development of property in the District would be p rohibited by law.

There is no doubt that the general public and certa in property owners outside the District will benefit from the p rovision of District infrastructure. However, such benefit is incidental to the benefit to property within the District resulting from the District's CIP, which is designed solely to meet the needs of p roperty owners within the District. P roperties outside the District do not depend upon the District's CIP to obtain, or to maintain, their development entitlements. This fact alone clearly distinguishes the special benefits which District properties receive compared to those properties lying outside of the District's boundaries.

1 .4	Requi rements of a Valid Assessment Methodology

For special assessments to be valid under Florida law, there are two requi reme nts. First, the p roperties 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 p roperties being assessed.

If these two characteristics of valid special assessments a re adhered to , Florida law p rovides some latitude to legislative bodies, such as the District's Board of Supervisors, in approving special assessments. Indeed, Florida cou rts have found that the mathematical perfection of calculating special benefit is likely impossible. Only if the District's Board was to act in an arbitrary, capricious, or g rossly unfa ir fashion would its assessment methods be overturned.

CIP Plan of Finance
Infrastructure Installation
The District will install its public infrastructu re and improvements on a phased basis, as outlined in more detail in the "Towne Park Commun ity Development District Maste r Engineer's Report" dated November 20 14, as amended by the First Amendment dated March 201 8, (together, the "Engineer's Report"), as prepared by Hamilton Engineering & Surveying , Inc. ("District Engineer"). Although the District will install its infrastructu re in multiple phases, the CIP is designed to operate as a system, with imp rovements implemented during initial phases benefiting p roperties with in subsequent phases and improvements implemented in later phases benefitting p roperties within initial phases. The estimated costs of the District's CIP a re p resented in Table 2. 

2.3	Bond Requirements

The District intends to finance the majority of its CIP by issuing bonds. These bonds will be issued in several series, as development p rogresses with in the District. A number of component fu nds will comprise the total principal of the bonds to be issued by the District. The funds may include, but a re not limited to, acquisition and construction , capitalized interest, debt service reserve , underwriter's discount, and issuance costs. An estimate of the bond issuance requi red to fund the District's CIP is found in Table 3. 

As bonds are issued by the District, Fishkind will issue supplemental assessment methodology report(s) detailing the particu lars of each specific bond issue. The supplemental report(s) will detail the terms, interest rates, and costs associated with a specific series of bonds. The supplemental report(s) will also detail the specific bond service assessments for properties th at been assessed to secure each bond issuance.

Assessment M ethodology

Assessment Foundation

The assessment methodology associated with the allocation of the costs of the CIP is a fou r-step process. First, the District Engineer determines the costs for the District's infrastructu re and related improvements. Second, an estimate of the amount of bonds requi red to finance the infrastructure improvements is calculated. · Third, the District Engineer outlines which parcels benefit from the provision of infrastructu re and improvements. Finally, the as-financed costs of the infrastructu re and related improve ments are allocated to the benefiting properties based on the approximate relative benefit each unit receives as expressed by that unit's Equivalent Residential Un it ("ERU") Factor.

In allocating special assessments to benefiting property, Florida governments have used  a  variety of  methods  including,  but  not limited to,  front footage, a rea , trip rates, equivalent residential units, dwelling units, and acreage. Fishkind has determined that  an  assessment  methodology  based  on equiva lent residential unit ("ERU") values is appropriate. 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 recogn ized as a simple, fair, and reasonable method for apportioning benefit. ERU values are a commonly accepted method for calculating special benefit assessments in Florida. Here, Fishkind has chosen to assig n an ERU value of 1 . 0 to each planned single-family residential lot and a 0.65 ERU for each plan ned multi-family residential unit.

A lower ERU value for the multi-family development is approp riate here as the average size of the mu lti-family un its will be smaller and more densely developed than the plan ned single-family units. These physical characteristics of the mu lti-family development plan ned for the District indicate that these units will receive a lesser benefit from the District's CIP when compared to the plan ned single-family units. For example, the p roportionate length of roadway needed to serve each multi-family unit is less tha n the length requi red to serve single fa mily units. Additiona lly, the smaller land a rea requi red fo r each multi­ family unit will produce less stormwater runoff than each single-family lot, and so each mu lti-family unit will have a reduce impact on the District's stormwater facilities , when compared to a single-family un it.

Assignment of Assessments

The CIP cost estimates are outlined in Table 2 and described in detail in the Engineer's Report. The maximum amount of bonds requi red to fu nd the CIP costs has been calculated and is shown in Table 3. The bond principal and related annual debt service assessments will then be apportioned among the development planned for the District on the basis of ERU values, as outlined in Table 4. The resu lting bond principal and related annual debt service assessment for each lot planned for the District a re shown in Table 5. Table 5 becomes important as the land within the District is platted, as specific bond debt service assessments will be assigned to the ind ividual platted lots at that time.

One or more futu re supplementa l assessment methodology reports will outline the precise bond debt service assessments assigned to the lands within the District. If the lands within the District are unplatted, bond debt service assessments will initia lly be assigned to the undeveloped developable land within the District on an equal per-acre basis. The assessments for each platted lot (a platted single-family lot will be referred to herein as a "Development Unit") will be assigned to each Development Unit when a parcel is initially platted.

True-Up Mechanism

In order to ensure that the District's bond debt will not build up on the unplatted lad within each phase, the District shall periodically apply a "true-up" test. Initially, District bond debt shall be allocated to each phase as outlined in Table 3. This bonds debt shall, prior to platting, be allocated equally to each of the developable acres with in each phase. As property is platted, "true-up" or density reduction payments may become due based upon the amount of bond debt assessments initially assigned to each phase. For example, as outlined in Table 3, it is estimated that $50,000 ,000 in bonds principal will be allocated to the developable lands within the District at the time of issuance. This $50,000,000 in principal will initially be allocated equally to all 584.8 acres located within the District, resulting in $85,499 in bond principal assessment per acre.

The bonds principal true-up test shall be applied at the completion of the platting of 50%, 75%, 90% , and 1 00% of the developable acreage within the District. Should it be determined at one of these platting benchmarks that the bond principal remaining per undeveloped acre exceeds the $85 ,499 threshold, the owner of the land at the time of platting will be requi red to make a true-up payment to the District sufficient to reduce remaining bond principal per acre to the permissible $85,499 level. It is the responsibility of the landowner of record of the affected parcel to make or cause to be made any requi red true-up payments due. This true-up obligation runs with the land within the District. The District will not release any liens on property for which true-up payments a re due until p rovision for such payment has been satisfactorily made.

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

4.0	Contribution of District Infrastructure and/or Im provements

The costs of the District's CIP will likely be fu nded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of fu nds or CIP components to the District ("Contribution") . Property owners with in the District will have the opportunity to make such a Contribution upon approval by the District.

A D istrict property owner's Contribution will give rise to assessment credits that can be applied by the p roperty owner to reduce or eliminate bond debt service assessments that would otherwise be assigned to lands within the District to fund the costs of the CIP. Prior to a property owner reducing or eliminating bond debt service assessments th rough a Contribution, it must be shown that the improvements fu nded or contributed by the property owner are a component of the CIP, as outlined in the Engineer's Report. The property owner will be permitted to apply assessment credits equal to the value of the Contribution plus the costs of financing the improvement(s) that would otherwise have been incurred by the District if the District were requi red to issue bonds to fund or acqui re the improvement(s) (such that the property wou ld not be responsible for bond fina ncing costs if the Contribution was

made prior to the District's issuance of special assessment bonds). A property owner possessing assessment credits due to a Contribution will, in the District's discretion, have the opportu nity to use the assessment credits to adjust bond debt service assessment levels of Development Units.

5.0	Preliminary Assessment Roll

The table below outlines the maximum bond principal assessment per developable acre fo r the lands within the District. The legal description of the land included within the District is found in Exhibit "A", below.

P reliminary Assessment Roll

Bond
Bond		Princi12al Princi12al	Assessment
Descri12tion	Acreage	Assessment	12er Acre
See Exhibit "A"	584.8	$50,000,000	$85,499

Bond G ross
Annual Assessment
ill
$4,552 ,217 

Bond G ross
Annual Assessment 12er Acre {1}
$7,784

(1 ) Values 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.

EXHIBIT "A"
DESC RIPTION OF LAND WITHIN THE DISTRICT
Phase 2: 

THAT PART OF SECTIONS 8 & 9, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COUNTY, FLORIDA MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWEST CORNER OF SAID SECTION 9 AND RUN THENCE N-89° 58'07"-E ALONG THE SOUTH BOUNDARY OF SAI D SECTION 9, 1 865.81 FEET; THENCE N-
000 01'53"-W, 247.65 FEET; THENCE N-00°41 '07"-E, 178.59 FEET; THENCE N-65° 58'09"­
W, 1 32.26 FEET; THENCE N-58° 1 9'08'W, 21 0.85 FEET; THENCE N-61 ° 1 0'05"-W, 1 34.05 FEET; THENCE S-81 °49'54"-W, 50.47 FEET; THENCE N-57° 05'32"-W, 104.75 FEET;
THENCE S-48° 54'1 7"-W, 18.23 FEET; THENCE ALONG A CURVE CONCAVE TO THE EAST HAVING A RADIUS OF 1360.46 FEET, A CHORD OF 274.53 FEET AND A
CHORD BEARING OF N-37°45'56"-W THROUGH A CENTRAL ANGLE OF 11 ° 34'54" AN
ARC LENGTH OF 275.00 FEET; THENCE S-56°05'06"-W, 50.03 FEET; THENCE ALONG A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 1010.00 FEET, A CHORD OF 269.29 FEET AND A CHORD BEARING OF S-65° 09'55"-W THROUGH A CENTRAL ANGLE OF 15° 1 9'20" AN ARC LENGTH OF 270. 10 FEET; THENCE S-72°49'35"-W,
209.24 FEET; THENCE S-23° 51 '50"-W, 268.62 FEET; THENCE N-66° 08'1 0"-W, 160.00
FEET; THENCE S-23°51 '50"-W, 20.00 FEET; THENCE N-66°08'10"-W, 11 5.00 FEET;

THENCE N-88° 32'43"-W, 1 38. 19 FEET; THENCE N-89° 56'52"-W, 1 37.01 FEET TO THE WEST BOUNDARY OF SAID SECTION 9; THENCE N-00° 07'1 6"-E ALONG SAI D WEST BOUNDARY, 1 646.83 FEET; THENCE N-90° 00'00"-W, 80.00 FEET; THENCE N-
000 07' 1 6"-E, 387.68 FEET TO THE RIGHT OF WAY OF WEST PIPKIN ROAD; THENCE N-89° 59'54"-W ALONG SAID RIGHT OF WAY, 982.20 FEET; THENCE S-36° 31 '55"-W
ALONG THE EASTERLY LINE OF THE LAKELAND LINDER REGIONAL AIRPORT
APPROACH SURFACE, 3224.55 FEET TO A POINT OF THE SOUTH BOUNDARY OF THE SOUTHWEST ¼ OF SAID SECTION 8; THENCE S-89° 56'41 "-E ALONG SAID 
SOUTH BOUNDARY, 321 .04 FEET TO THE SOUTHWEST CORNER OF THE
SOUTHEAST ¼ OF SAID SECTION 8; THENCE S-89° 56'35"-E ALONG THE SOUTHERN BOUNDARY OF THE SOUTHEAST ¼ OF SAID SECTION 8, 2655. 16 FEET TO THE
POINT OF BEGINNING.
Phase 3:
Parcel 23291 7-000000-031 000:
NW1 /4 LESS SE1 /4 OF SE1 /4 OF NW1 /4 & NW1 /4 OF SW1 /4 & W1/4 OF NE1 /4 OF SW1 /4
Parcel 23291 7-000000-01 0000:
NE1 /4 & SE1 /4 OF SE1 /4 OF NW1 /4 & E3/4 OF NE1 /4 OFSW1 /4 Parcel 23291 7-000000-023080:
N 330 FT OF W1/2 OF SE1 /4 LESS E 990 FT BEING LOT 88 UNRE WOODHAVEN Parcel 23291 7-000000-0421 20:
BEG 175 FT E OF SW COR OF SE1 /4 OF SW1 /4 OF SEC N 365 FT W 175 FT N 976.32 FT E 497.61 FT S 437.69 FT W 447.61 FT S 488.67 FT E 175 FT S 415 FT W 50 FT TO POB LESS RD R/W

Parcel 23291 7-000000-042070:
BEG 225 FT E OF SW COR SE1 /4 OF SW1 /4 N 415 FT W 1 75 FT N 488.67 FT E 447.61 FT S 904.03 FT TO S LINE SEC W 272.61 FT TO POB LESS RD R/W
Parcel 23291 7-000000-0441 1 O:
E1 /2 OF NE1 /4 OF SW1 /4 OF SW1 /4 Parcel 23291 7-000000-044140:
E1 /2 OF SE1 /4 OF SW 1 /4 OF SW1 /4 OF SEC LESS N 208.75 FT OF S 238.75 FT OF W
208.75 FT & LESS RD R/W
Parcel 23291 7-000000-04211 0:
BEG SW COR OF SE l/4 OF SWl/4 OF SEC E ALONG S SEC LINE 175 FT N 365 FT W 175 FT S TO POB LESS RD R/W

APPEN DIX ASSESSMENT TABLES

APPENDIX TABLE 1
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
DISTRICT LA ND USE PLAN
FIRST AMENDMENT - MASTER ASSESSMENT METHODOLOGY

Development Phase (1 )
Phase II Phase Ill Phase Ill 

Total

Description

Estimated Start	Estimated
Date	Completion Date

Single-Family Lot Single-Family Lot Multi-Family Unit

2015 
2016 
2016 

201 6
201 8
201 8

Number of Lots/Un its

207
1 ,431
450
2,088

Phase I of the overall P.U.D. is complete and not included within the boundaries of the District.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 1

APPENDIX TABLE 2
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
CIP COST ESTIMATES

Estimated Costs1

Estimated Costs1

Total Costs1 all

FIRST AMENDMENT - MASTER ASSESSMENT METHODOLOGY

Infrastructure Com,Q.onent	Phase II	Phase Ill	Phases	
Offsite lmprovs & PH 3 Master Blvd	$0	$4,443,450	$4,443,450	
Stormwater Management	$3,654,000	$1 5,649, 500	$1 9,303,500	
Utilities (Water and Sewer)	$1 ,363,000	$5,333, 200	$6,696,200	
Roadways	$1 ,305,000	$5,059,800	$6, 364,800	
Entry Features and Signage	$750,000	$860,000	$1 ,610,000	
Amenities	$1 ,000,000	$1 ,600,000	$2,600,000	
Contingency	$700,000	$1 ,980,000	$2,680,000	
Totals	$8,772,000	$34,925,950	$43,697,950	

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 2

APPENDIX TABLE 3
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

ESTIMATED BOND FINANCING DETAILS
FIRST AMENDMENT - MASTER ASSESSMENT METHODOLOGY

Bond Fund
Construction/Acquisition Fund	Value (1 )
$43,697,950	
Debt Service Reserve	$2,906,500	
Capitalized Interest	$2,1 92,969	
Costs of Issuance (Including Underwriter's Fee)	$1 ,200,000	
Contingency	$2,581	
Total Bond Principal	$50,000,000	
Average Annual Interest Rate:	7.50%	
Term (Years):
Capitalized Interest Through:	
November 1, 201 7	
Capitalized Interest (Months):	35	
Maximum Net Annual Debt Service:	$4,233,562	

The values shown are estimated and subject to change. Future supplemental assessment methodology report(s) will outline the actual details of the District's bond issuance(s).

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 3

APPENDIX TABLE 4
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
ERU VALUE ASSIGNMENTS		
FIRST AMENDMENT - MASTER ASSESSMENT METHODOLOGY		

Phase	Planned Lots/Units	
ERU Value Qer
Lot/Unit	
ERU Values1 all
Lots/Units	
% of ERUs Qer
Catego!Y	
Phase II Single-Family	207	1 .0	207	10.7%	
Phase Ill Single-Family	1 ,431	1 .0	1 ,431	74. 1% 	
Phase Ill Multi-Family	450	0.65	293	15.2%	
Totals	2,088		1 ,931	1 00.0%	

(1 ) G ross 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 1 97 of the Florida Statutes. Gross assessments include an 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 4

APPENDIX TABLE 5
TOWNE PARK COMMUNITY D EVELOPMENT DISTRICT
ESTIMATED MAXIMUM BOND ASSESSMENTS
FIRST AMENDMENT - MASTER ASSESSMENT METHODOLOGY

Phase
Phase II Single-Family Phase Ill Single-Family Phase Ill Multi-Family Totals

Planned Lots/Units
207
1 ,431
450
2,088

% of ERUs per

Category
10 .7%
74.1 % 
1 5.2%
100.0%

Bond Principal Assmt./ Category
$5,361 ,305
$37, 062, 937
$7,575,758
$50,000,000

Bond Principal Assmt. per Lot/Unit

$25, 900
$25, 900
$1 6,835

Phase
Phase II Single-Family Phase Ill Single-Family Phase Ill Multi-Family Totals

% of ERUs per

Category
1 0.7%
74. 1 % 
1 5.2%
1 00.0%

Bond Net Annual	Bond Net Annual Assmt./Category  Assrrit. per Lot/Unit

$453, 948	$2,193
$3, 1 38,165	$2,1 93
$641 .449	$1 ,425
$4,233,562

Bond Gross Annual Assmt./ Category (1 )

$488, 117 
$3, 374,371
$689,730
$4,552,21 7

Bond Gross Annual Assmt./
Unit (1)
$2,358
$2,358
$1 ,533

(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 1 97 of the Florida Statutes. Gross assessments include an 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 5

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pfm
AMENDMENT TO THE AMENDED AND RESTATED MASTER ASSESSMENT
METHODOLOGY,
SERIES 2019 BONDS (PHASE 3C - RIVERSTONE PHASES 3 & 4)
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

Prepared for:
Members of the Board of Supervisors,
Towne Park Community Development District

Prepared on .October 8,. 2019 

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando,. FL 32817

October 2019 

0

AMENDMENT TO THE AMENDED AND RESTATED MASTER ASSESSMENT METHODOLOGY,
SERIES 2019 BONDS (PHASE 3C · RIVERSTONE PHASES 3 & 4) TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
October 8, 2019

Introduction
Purpose

This "Amendment to the Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C - Riverstone Phases 3 & 4)"' dated October 1, 2019 ("Amendment Methodology") provides a methodology for the allocation of non-ad valorem special assessments securing the repayment of bond debt planned to be issued by the Towne . Park Community Development District ("District") to fund beneficial public infrastructure improvements and facilities. This Amendment Methodology operates consistent with the District's "Amended and Restated Master Assessment  Methodology"  dated  March 8, 2018 ("Master Methodology"). This Amendment Methodology is necessary to account for a change to the District's Phase 3C - Riverstone Phases 3 & 4 ("Phase 3C") capital improvement program ("CIP"). The Phase 3C CIP includes a bridge infrastructure component and cost within Phase 3C that was not included in the Master Methodology CIP and specifically benefits the lands within Phase 3C.

The Amendment Methodology applied herein has two goals: (1) identifying the special benefits received by properties within the District's Phase 3C as a result of the installation of the District's improvements and facilities, and (2) reasonably allocating the costs incurred by the District to provide these benefits to properties in the District's Phase 3C. The District has implemented a Phase 3C CIP that will allow for the development of property within the District's Phase 3C. The District plans to fund the majority of its CIP through bond debt financing. This bond debt will be repaid from the proceeds of non-ad valorem special assessments levied by the District's Board of Supervisors. These special assessments will serve as liens against properties within the boundary of the District that receive a special benefit from the CIP. This Amendment Methodology is designed to conform to the requirements of Chapters 1 70, 190, and 1 97 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

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1 .2	Background
The District includes approximately 586 gross acres of property located within the City of Lakeland, Florida (the "City"). The District is generally located to the south of West Pipkin Road, to the west of Yates Road, just east of County Line Road and to the north of Ewell Road within the City. At build­ out, the District is expected to contain 1 .453 residential units, recreation areas, parks/conservation, and related infrastructure. Phase 3C is comprised of approximately 93.69 acres as described in Exhibit "A", attached herein.

The District previously issued its Series 2016 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phase 2A within the District's "Assessment Area 1 ". The District previously issued its Series 2018 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phases 28 and 3A within the District. The District previously issued its Series 201 9 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phase 38 within the District. The District now desires to issue the Special Assessment Revenue Bonds, Series 2019 ("Series 2019 Bonds") to fund the infrastructure specially benefiting the properties within Phase 3C (described in Exhibit "A"). The land use plan for Phase 3C within the District is found in Table 1. 

Table 1. Summary of Phase 3C Land Plan

Development Phase
Riverstone Phases 3 & 4
Source: Absolute Engineering, Inc.

Number of Single-Family Lots
186

1 .3	Special Benefits and General Benefits
Improvements undertaken by the District create both special benefits and general benefits to property owners located within and surrounding the District. However, in our 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 District. It is the District's CIP that enables properties within the District's boundaries to be developed. Without the District's CIP there would be no infrastructure to support development of land within the District. Without these improvements, development of property in the District would not be permitted.

The new infrastructure improvements included in the CIP create both: (1) special benefits to the developable property within the District and (2) general benefits to properties outside the District. The CIP described in the District Engineer's Report (as defined herein) enables the developable property within the District to be developed. Without the CIP, there would be no infrastructure to support development of the developable property within the District.

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1 .4	Requirements of a Valid Assessment Methodology

In PFM Financial Advisors LLC ("PFM FA"_ and/or "Assessment Consultant") experience, there are two primary requirements for special assessments to be valid under Florida law. First, the properties assessed must receive a special benefit fr�m 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, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is likely impossible. Our research suggests that only if the District's Board was to act in an arbitrary, capricious, or grossly unfair fashion would its assessment methods be overturned. Based on the information provided for this Amendment Methodology, the special benefits received by the properties subject to the assessment at least equals or exceeds the amount of the assessments.

1 .5	Phase 3C Benefits

The new infrastructure improvements included in the Phase 3C CIP create both: (1) special benefits to the developable property within the District and (2) general benefits to properties outside the District. 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 District. The Phase 3C CIP described in the District Engineer's Report enables the developable property within Phase 3C to be developed. Without the Phase 3C CIP, there would be no infrastructure to support development of the developable property within Phase 3C.

There is no doubt that the general public, and property owners outside the District, will benefit from the provision of the Phase 3C CIP. However, these benefits are incidental to the Phase 3C CIP, which is designed solely to meet the needs of Phase 3C. Lands outside the District do not depend upon the Phase 3C CIP to obtain, or to maintain, their development entitlements. This fact alone clearly distinguishes the special benefits which developable property in the District receive compared to those lying outside of the boundaries of the District.

Finally, the District is installing its public infrastructure and improvements on a phased basis, as outlined in more detail in the "Towne Park Community Development District Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C)", dated September 2019 ("Engineer's Report"), as prepared by Absolute Engineering, Inc. ("District Engineer''). As shown in Table 3, the estimated cost of the Phase 3C CIP is $6,500,000.

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The District plans to issue bonds to fund these costs, with total bond principal estimated at $8,225,000 (Table 4) and Table 2 summarizes the benefit to lands within Phase 3C. As outlined in the Engineer's Report, there will be an estimated 93.7 acres within Phase 3C. Therefore, the average cost of the District's CIP, per gross acre, is $87,780 on an as-financed basis. According to data from the Polk County Property Appraiser ("PA"), the fair market value of the land in the District currently averages
$23,920 per acre. Therefore, as illustrated in the table immediately below, the total cost of the land with the proposed improvements implemented is approximately $1 11 ,700 per acre.

Table 2. Demonstration of Special Benefit for Properties in Phase 3C

Category
Maximum Bonds Necessary to Fund PH 3 GIP Gross Acres within PH 3C*
PH 3C GIP Financed Cost Per Gross Acre Value of Unimproved Land/Acre**
Total Cost of Improved Land per Acre

Est. Avg. Value of Finished Home and Loi Value of Lot @ 25%
Density/Gross Assessable Acre
Est. Value of Finished Lots/Land per Acre

Net Benefit per Acre from COD Improvements
*Source: Absolute Engineering, Inc.
**2018 Value provided by the Polk County Property Appraiser for District Parcels

Amount
$8,225,000
93.7
$87,780
$23,920
$1 11,700

$250,000
$62,500
1 .99
$124,066
$12,366

Based on the land development plan, and (llarket research by the District's Financial Advisor ("FA"), the estimated average value for a single-family home to be developed in the District will average $250,000. The typical relationship between the total price of a new home and its finished lot is 25%. So, the average home lot in the District is expected to have a retail value of $62,500.

The land use plan anticipates a gross residential density of 1 .99 units per gross acre. Therefore, the average value per acre for properties developed into residential lots is $1 24,066. Thus, the estimated net special benefit to District lands is $1 2,366 per acre. In other words, the installation of the CIP will increase the market value of the land within the District in excess of the cost of the assessments.

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CIP Plan of Finance

Infrastructure Installation

As outlined in the Engineer's Report, the District plans to acquire or construct the public infrastructure necessary to serve the lands within Phase 3C. The District infrastructure and improvements for Phase 3C ("Phase 3C Project") are designed to serve and specially benefit the lands within Phase 3C. The estimated costs of the Phase 3C Project are presented in Table 3.

Table 3. Summary of Phase 3C Project

Infrastructure Component
Stormwater Management	Estimated Costs, Phase 3C
$2,000,000	
Utilities (water, sewer & street lighting)	$1 ,250,000	
Roadway	$2,250,000	
Entry Feature & Signage	$250,000	
Contingency	$750,000	
Totals	$6,500,000	

Source: Absolute Engineering, Inc.

Bond Requirements

The District intends to finance the majority of its CIP by issuing bonds. These bonds are being issued in several series, as development progresses within the District. The District's Series 2019 Bonds will fully or partially fund the costs of the Phase 3C Project. The Series 2019 Bonds will be supported by assessments imposed solely to properties located ·within Phase 3C.

The details of the Series 2019 Bonds issuance required to fund the Phase 3C Project is found in Table
As shown in Table 4, the Series 2019 Bonds include several component funds typical of similar bonds, including funds to pay capitalized interest, establish a debt service reserve, and pay the costs of issuance associated with the Series 2019 Bonds.

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Table 4. Estimated District Bond Financing Details (1 )

Bond Fund
Construction & Acquisition Fund	Value (2)
$6,500,000	
Original Issuers Discount	$0	
Debt Service Reserve	$535,048	
Capitalized Interest	$822,500	
Costs of Issuance (Including Underwriter's Fee)	$364,500	
Contingency	$2,952	
Estimated Bonds Principal	$8,225,000	

Average Annual Coupon Rate:	
5.00%	
Term (Years):	30	
Capitalized Interest (Months):	12 	

Maximum Net Annual Debt Service:	
$535,048	
Maximum Gross Annual Debt Service (3):	$575,320	
) Source: PFM Financial Advisors LLC
The values shown are estimated and subject to change
Includes a 7.0% gross-up to accountfor the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount

Assessment Methodology

Assessment Foundation

The assessment methodology associated with the allocation of the costs of the 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 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 as expressed by that unit's Equivalent Residential Unit ("ERU") Factor.

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, dwelling units, and acreage. PFM FA has determined that an assessment methodology based on equivalent residential unit ("ERU") values is appropriate. These ERU values equate the benefit received by a stated

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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. ERU values are a commonly accepted method for calculating special benefit assessments in Florida. Here, the Assessment Consultant has chosen to assign an ERU value of 1 .0 to each single-family lot.

Allocation of Specific Assessments

The CIP cost estimates are outlined in Table 3 and described in detail in the Engineer's Report. The details of the Series 2019 Bonds issuance required to fund the District's CIP is shown in Table 4. The principal and related assessments to secure the Series 2019 Bonds will be allocated among the 1 86 lots planned for Phase 3C within the District. The resulting bonds principal and related annual debt service assessments assigned to each lot within the District are shown in the corresponding Table 5. Table 5 becomes important as the land within the District is platted, as specific bond debt service assessments will be assigned to the individ ual Development Units (as that term is defined below) at this time.

Table 5. Summary of Allocation of Bond Principal and Annual Debt Service

Unit Type	
Unit Count	ERUs/Unit	Total ERUs	Bond Principal Allocation/ Category	Bond Principal Allocation/Unit	
Single Family Lots	186	1.00	186.00	$8,225,000	$44,220	
	Bond Net Annual
Assessment/	Bond Net Annual
Assessment/	Bond Gross Assessment/	

Bond Gross Annual		
Unit Type	Category	Unit	Category {1}	Assessment/Unit {1}	
Single Family Lots	$535,048	$2,877	$575,320	$3,093	

Annual

Source: PFM Financial Advisors LLC
Includes a 7.0% gross-up to account for the fees ofthe County Property Appraiser and Tax Collector and the statutory early payment discount

Assignment of Specific Assessments

The Series 2019 Bond assessments for Phase 3C will initially be assigned to the lands within Phase 3C on an equal per acre basis. The assessments for Phase 3C will be equally divided among the lots within that phase, as property is initially platted. The final assignment of bond debt to a specific lot does not take place until the land containing that lot is platted (a platted single-family lot will be referred to herein as a "Development Unit"). The specific bond debt assessment that is assigned to platted Development Units will be detailed in a future assessment lien roll, in accordance with the principles and allocations set forth in this Amendment Methodology.

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True-Up Mechanism
In order to ensure that the District's bond debt will not build up on the unplatted land within the District, the District shall periodically apply a "true-up" test. Initially, the Series 2019 Bonds assessments shall be allocated across Phase 3C within the District. This bond debt shall, prior to platting, be allocated equally to each of the undeveloped developable acres within the District. As property within the District is platted, "true-up" or density reduction payments may become due based upon the amount of bond debt assessments initially assigned to the District. For example, as outlined in Table 4, it is estimated that $8,225,000 in bonds principal will be allocated to Phase 3C at the time of issuance. This $8,225,000 in bonds principal is expected to be allocated equally to the 1 86 lots planned for the District at the time the lots are platted. However, should it happen at the time of platting that only 1 85 lots have been identified in the plat, the owner of the District lands at the time of platting will be required to make a true­ up payment to the District equal to the bonds principal assessment assigned to one single-family residence. The bonds principal true-up test shall be applied at the completion of the platting of 50%, 75%, 90%, and 100% of the gross acreage within Phase 3C of the District. It is the responsibility of the landowner of record of the affected parcel to make or cause to be made any required true-up payments due. This true-up obligation runs with the land within the District. The District will not release any liens on property for which true-up payments are due until provision for such payment has been satisfactorily made. The true-up thresholds for the lands within Phase 3C of the District are found in Table 6.

Table 6. Series 2019 Bonds, Phase 3C True-Up Thresholds

Category	50%	75%	90%	100%	
Developed Acres	46.85	70.28	84.33	93.70	
Undeveloped Acres	46.85	23.43	9.37	0.00	
Debt per Undeveloped Acre	$87,780	$87,780	$87,780	$87,780	
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 District is developed in such a manner as to receive special benefit from District improvements, it is contemplated that this:Amendment Methodology will be re-applied to include such new parcels. The additional land, as a result of applying this Amendment Methodology, will be allocated an appropriate share of the special assessments, while all then-assessed parcels will receive a relative adjustment in their assessment levels.

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4.0	Contribution of District Infrastructure and/or Improvements

The costs of the District's CIP will likely be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or CIP components to the District ("Contribution"). Property owners within the District will have the opportunity to make such a Contribution upon approval by the District.

A District property owner's Contribution will give rise to assessment credits that can be applied by the property owner to reduce or eliminate bond debt service assessments that would otherwise be assigned to lands within the District to fund the costs of the CIP. Prior to a property owner reducing or eliminating bond debt service assessments through a Contribution, it must be shown that the improvements funded or contributed by the property owner are a component of the CIP, as outlined in the Engineer's Report. The property owner will be permitted to apply assessment credits equal to the value of the Contribution plus the costs of financing the improvement(s) that would otherwise have been incurred by the District if the District were required to issue bonds to fund or acquire the improvement(s) (such that the property would not be responsible for bond financing costs if the Contribution was made prior to the District's issuance of special assessment bonds). A property owner possessing assessment credits due to a Contribution will, in the District's discretion, have the opportunity to use the assessment credits to adjust bond debt service assessment levels of Development Units.

Assessment Roll

Table 7 outlines the estimated bond principal assessment per acre for the lands within the District. A description of the land within the District, which will be assessed to secure the repayment of the District's bonds, is found in Exhibit "A", below. The assessments shall be paid in not more than thirty (30) annual installments.

Table 7. Assessment Roll Summary

Acreage

Description	ill
Phase 3C - Exhibit A
Source: Absolute Engineering, LLC

Bond	Series 201 9

Series 2019		Principal		Series 2019		Bonds Net Bonds	Assessm		Bonds Net		Annual Principal		ent per				Annual	Assessment Assessment			Acre	Assessment			per Acre
$8,225,000	$87,780	$535,048	$5,710.22

Series 2019 
Bonds Series 2019 Gross Bonds Gross Annual	Annual

m

Assessment	Assessment
per Acre {2}
$575,320	$6, 140

Values 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 Source: PFM Financial Advisors LLC

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EXHIBIT "A"
DESCRIPTION OF DISTRICT LANDS, PHASE 3C

A PARCH OF LAND LYING IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COU NTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

FOR A POINT OF REFERENCE COMMENCE ATTl-iE NORTHEAST CORNER Of THE NORTHWEST 1/4 OF SAID SECTION 17 ANO P ROCEED S 89° 51' 12� W, ALONG THE NORTH BOUNDARYTHEREOF, A DISTANCE OF 374.l4 FEET; THE'.NC!: S oo• 08' 48" E, lEAVING SAID BOUNDARY, A DtSTANCE OF !78,08 FEET; THENCE S
27° 34' 01" W1 A DISTANCE OF 106L39 FEET; THENCE S 2r 34' 01" W, A DISTANCE OF 731U8 FEET;
THENCE S 10° 51' 19" £, A DISTANCE OF 314.09 FEET TO THE POINT OF BEGINNING: SAID POINT ALSO BEING THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1500.00 FEET ANO A CHORD WHICH BEARS N 82• 36' 05" E, A D ISTANCE OF 180.88 FEET; THENCE
ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 180.99 FEET TO A POfNT ON THE WEST BOUNOARY OF R IVERSTONE PHASE l AS R ECORDED IN PLAT BOOK__, PAGE _ AS RECORDED IN THE PUBLIC RECORDS OF PO LK COUNTY, FtoRlOA, AND THf: END OF SAID CURVE; THENCE. S 03° 24' 26" E, ALONG SAID WEST BOUNDARY, A DISTANCE OF 107.02 FEET; THENCE S 57• 06' 19" E, A DISTANCE OF
41.73 FEET; THENCE S 35• 46' oo� E, A DISTANCE OF 71.18 FEET; THENCE S 55• 11' 1S" E, A DISTANCE OF
64.74 FEET; THENCE S 66• 12' 14� E, A DISTANCE OF 85.88 FE ET; THENCE S 54• 52' 43" E, A DISTANCE OF

so·

76.29 FEET; THENCE S 32" 54' 53" E, A DISTANCE OF 93.56 FE ET; THENCE 5 51• 101 54w  E, A DISTANCE OF 121.62: fEET; THENCE S 36° 38'	E, A DISTANCE Of 112.29 FEET; THENCE S 43• 02' 12" E, A DISTANCE OF 94.82 FEET; THENCE S 45° 00' 49" E, A DISTANCE OF 107.83 FEEi; THENCE S 75• 58' 12" E, A DISTANCE OF 38.12 FEET; nl!:NCE N 90• 00' 00" E, A DISTANCE OF 78.5& FEET; THENCE 5 70" 58' 52" E, A DISTANCE OF 70,89 FEET; THENCE S 49• 11' 53" E, A D ISTANCE Of 67.17 FEET; THENCE S 53° OS' 34" E, A DISTANCE OF 92.43 FEET; THENCE S 71• 34' 19" E, A D ISTANCE Of 52.80 FEET TO A POINT ON WE EAST
BOUNDARY OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE S oo• 19' 37"
E, ALONG SAID EAST BOUNDARY, A DISTANCE OF 649.39 FEIT TO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 Of iHE SOUTHWEST 1/4 Of SAID SECTION 17; THENCE N 89* 57' 22" W, ALONG THE SOUTH BOUNDARY THEREOF, A DISTANCE OF 829.<19 FEET; THENCE S 00" 19' 59rn  E, LEAVING SAIO
SOUTH BOUNDARY; A DlSTANCE OF 1311.27 FEET TO A POINT ON THE NORTH RlGHT-OF·WAY LINE OF EWHL ROAD AS DEDICATED PER OFFICIAL RECORDS BOOK 1222, PAGE 260 OF TH E PUBLIC RECORDS OF POLK COUNTY, FLORIDA; THENCE S 89° 52' 52" W, ALONG SAtD RIGHT OF WAY LINE, A DISTANCE OF
620.85 FEET; THENCE N oo• 08' 19" W, LEAVING SAID RIGHT;OF-WAV LINE, A DISTANCE OF 20&.9S FEET; THEN CE S 89" 52' 33'' W, A DISTANCE OF 20&.51 FEET; THENCE N 00" 09' 35" W, A DISTANCE OF 1098.79 FEET TO A POINTON THE SOUTH BOUNDARY OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAtD SECTION 17; THENCE N 89° 58' 54" W, ALONG SAID SOUTH BOUNDARY, A DISTANCE OF 997.83 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE N oo• 201 23" W, ALONG THE WEST BOUNDARY OF SAID NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 17, A DISTANCE OF 1058.19 FEET; THENCE N gg• 39' 37" E, LEAVING SAID WEST BOUNDARY, /'! DISTANCE OF 276.&l FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADfUS OF 1040.00 FEET AND A CHORD WHICH BEARS N 72" 59' 48" E, A DISTANCE OF 596.44 fEEi; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT, A
DISTANCE OF 604.93 FEETTO A POINT OF CURVATURE OF A REVERSE CURVE COMPOUND CURVE CONCAVE SO UTHEASTERLY, HAVING A RADIUS OF 1055.00 FEET AND A CHORD WHICH BEARS N 64" 05' 10� E, A DISTANCE OF 284.64 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 285.51 FEET TO A POINT OF TANGENCY; THENCE N 71 • 50' 20" E, A DISTANCE OF 209.83 FEET TO A POINT OF CU RVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAV!NG A RADIUS OF 1500.00 FEET AND A CHORD WHlCH BEARS N 75� 29' 31" E, A DISTANCE OF 191.14 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RlGHT, A DISTANCE OF 191.27 FEET TO THE POINT OF B EGINNfNG.
THE ABOVE PARCEL CONTAINING 93.69 ACRES, MORE OR LESS

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Towne Park Community Development District

Supplemental Assessment Methodology

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT, SERIES 2019 BONDS (PHASE 3C - RIVERSTONE PHASES 3 & 4)
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

November 2019

Prepared for:

Members of the Board of Supervisors,
Towne Park Community Development District

Prepared on November 13, 2019

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 32817

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SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT, SERIES 2019 BONDS (PHASE 3C - RIVERSTONE PHASES 3 & 4) TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

November 13, 2019

Introduction

Purpose

This Supplemental Assessment Methodology (Phase 3C - Riverstone Phases 3 & 4), dated November 13, 2019 (“Supplemental Methodology”) provides a system for the allocation of non-ad valorem special assessments securing the repayment of bond debt planned to be issued by the Towne Park Community Development District (“District”) to fund beneficial public infrastructure improvements and facilities. This Supplemental Methodology operates pursuant to the District’s “Amendment to the Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C – Riverstone Phases 3 & 4),” dated October 8, 2019 (“Phase 3C Master Amendment Methodology”), which replaced the District’s “Amended and Restated Master Assessment Methodology”, dated March 8, 2018 (“Amended Methodology”) which had replaced the District’s “Adopted Master Assessment Methodology” dated January 21, 2015 (“Methodology”).

The Supplemental Methodology applied herein has two goals: (1) identifying the special benefits received by properties within the District as a result of the installation of the District’s improvements and facilities, and (2) reasonably allocating the costs incurred by the District to provide these benefits to properties in the District. The District has implemented a capital improvement program (“CIP”) that will allow for the development of property within the District. The District plans to fund the majority of its CIP through bond debt financing. This bond debt will be repaid from the proceeds of non-ad valorem special assessments levied by the District’s Board of Supervisors (the “Board”). These special assessments will serve as liens against properties within the boundary of the District that receive a special benefit from the CIP. This Supplemental Methodology is designed to conform to the requirements of Chapters 170, 190, and 197 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

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Background

The District includes approximately 586 gross acres of property located within the City of Lakeland, Florida (the “City”). The District is generally located to the south of West Pipkin Road, to the west of Yates Road, just east of County Line Road and to the north of Ewell Road within the City. At build- out, the District is expected to contain 1,453 residential units, recreation areas, parks/conservation, and related infrastructure. Phase 3C - Riverstone Phases 3 & 4 (“Phase 3C”) is comprised of approximately 93.69 acres as described in Exhibit “A”, attached herein.

The District previously issued its Series 2016 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phase 2A within the District’s “Assessment Area 1”. The District previously issued its Series 2018 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phases 2B and 3A within the District. The District previously issued its Series 2019 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phase 3B within the District. The District now desires to issue the Special Assessment Revenue Bonds, Series 2019 (“Series 2019 Bonds”) to fund the infrastructure specially benefiting the properties within Phase 3C (described in Exhibit “A”). The land use plan for Phase 3C within the District is found in Table 1.

Table 1. Summary of Phase 3C Land Plan

Development Phase	Number of Single-Family Lots
Riverstone Phases 3 & 4	186
Source: Absolute Engineering, Inc.

Special Benefits and General Benefits

Improvements undertaken by the District create both special benefits and general benefits to property owners located within and surrounding the District. However, in our 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 District. It is the District’s CIP that enables properties within the District’s boundaries to be developed. Without the District’s CIP there would be no infrastructure to support development of land within the District. Without these improvements, development of property in the District would not be permitted.

The new infrastructure improvements included in the CIP create both: (1) special benefits to the developable property within the District and (2) general benefits to properties outside the District. The CIP described in the District Engineer’s Report (as defined herein) enables the developable property within the District to be developed. Without the CIP, there would be no infrastructure to support development of the developable property within the District.

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Requirements of a Valid Assessment Methodology

In PFM Financial Advisors LLC (“PFM FA” and/or “Assessment Consultant”) 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, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is likely impossible. Our research suggests that only if the District’s Board was to act in an arbitrary, capricious, or grossly unfair fashion would its assessment methods be overturned. Based on the information provided for this Supplemental Methodology, the special benefits received by the properties subject to the assessment at least equals or exceeds the amount of the assessments.

CIP Plan of Finance

Infrastructure Installation

The District is installing its public infrastructure and improvements on a phased basis, as outlined in more detail in the “Towne Park Community Development District Fourth Supplemental Engineer’s Report Phase 3C (Assessment Area 3C)”, dated September 2019 (“Engineer’s Report”), as prepared by Absolute Engineering, Inc. (“District Engineer”). As outlined in the Engineer’s Report, the District plans to acquire or construct the public infrastructure necessary to serve the lands within Phase 3C. The District infrastructure and improvements for Phase 3C are designed to serve and specially benefit the lands within Phase 3C (“Phase 3C Project”). The estimated costs of the Phase 3C Project are presented in Table 2.

Table 2. Summary of Phase 3C CIP

Infrastructure Component

Stormwater Management	Estimated Costs, Phase 3C

$2,000,000	
Utilities (water, sewer & street lighting)	$1,250,000	
Roadway	$2,250,000	
Entry Feature & Signage	$250,000	
Contingency	$750,000	
Totals	$6,500,000	
Source: Absolute Engineering, Inc.

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Bond Requirements

The District intends to finance the majority of its CIP by issuing bonds. These bonds are being issued in several series, as development progresses within the District. The District’s Series 2019 Bonds will fully or partially fund the costs of the Phase 3C Project. The Series 2019 Bonds will be supported by assessments imposed solely to properties located within Phase 3C.

The details of the Series 2019 Bonds issuance required to fund the Phase 3C Project is found in Table
As shown in Table 3, the Series 2019 Bonds include several component funds typical of similar bonds, including funds to pay capitalized interest, establish a debt service reserve, and pay the costs of issuance associated with the Series 2019 Bonds.

Table 3. District Bond Financing Details (1)

Bond Fund
Construction & Acquisition Fund	Value
$4,546,785	
Original Issuers Discount	$0	
Debt Service Reserve	$322,120	
Capitalized Interest	$93,772	
Costs of Issuance (Including Underwriter's Fee)	$287,323	
Contingency	$0	
Bonds Principal	$5,250,000	

Average Annual Coupon Rate:	
4.53%	
Term (Years):	30	

Maximum Net Annual Debt Service:	
$322,120	
Maximum Gross Annual Debt Service (2):	$346,366	
Source: District Underwriter
Includes a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount

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Assessment Methodology

Assessment Foundation

The assessment methodology associated with the allocation of the costs of the 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 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 as expressed by that unit’s Equivalent Residential Unit (“ERU”) Factor.

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, dwelling units, and acreage. PFM FA has determined that an assessment methodology based on equivalent residential unit (“ERU”) values is appropriate. 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. ERU values are a commonly accepted method for calculating special benefit assessments in Florida. Here, the Assessment Consultant has chosen to assign an ERU value of 1.0 to each single-family lot.

Allocation of Specific Assessments

The CIP cost estimates are outlined in Table 2 and described in detail in the Engineer’s Report. The details of the Series 2019 Bonds issuance required to fund the District’s CIP is shown in Table 3. The principal and related assessments to secure the Series 2019 Bonds will be allocated among the 186 lots planned for Phase 3C within the District. The resulting bonds principal and related annual debt service assessments assigned to each lot within the District are shown in the corresponding Table 4. Table 4 becomes important as the land within the District is platted, as specific bond debt service assessments will be assigned to the individual Development Units (as that term is defined below) at this time.

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Table 4. Summary of Allocation of Bond Principal and Annual Debt Service

Unit Type	
Unit Count	
ERUs/Unit	
Total ERUs	Bond Principal Allocation/ Category	Bond Principal Allocation/Unit	
Single Family Lots	186	1.00	186.00	$5,250,000	$28,226	
	
Bond Net Annual	
Bond Net Annual	
Bond Gross
Annual			

Unit Type	Assessment/ Category	Assessment/
Unit	Assessment/Unit
(1)			
Single Family Lots	$322,120	$1,732	$1,862			
Source: PFM Financial Advisors LLC
Includes a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount

Assignment of Specific Assessments

The Series 2019 Bond assessments for Phase 3C will initially be assigned to the lands within Phase 3C on an equal per acre basis. The assessments for Phase 3C will be equally divided among the lots within that phase, as property is initially platted. The final assignment of bond debt to a specific lot does not take place until the land containing that lot is platted (a platted single-family lot will be referred to herein as a “Development Unit”). The specific bond debt assessment that is assigned to platted Development Units will be detailed in a future assessment lien roll, in accordance with the principles and allocations set forth in this Supplemental Methodology.

True-Up Mechanism

In order to ensure that the District’s bond debt will not build up on the unplatted land within the District, the District shall periodically apply a “true-up” test. Initially, the Series 2019 Bonds assessments shall be allocated across Phase 3C within the District. This bond debt shall, prior to platting, be allocated equally to each of the undeveloped developable acres within the District. As property within the District is platted, “true-up” or density reduction payments may become due based upon the amount of bond debt assessments initially assigned to the District. For example, as outlined in Table 3, the $5,250,000 in bonds principal will be allocated to Phase 3C at the time of issuance. This $5,250,000 in bonds principal is expected to be allocated equally to the 186 lots planned for the District at the time the lots are platted. However, should it happen at the time of platting that only 185 lots have been identified in the plat, the owner of the District lands at the time of platting will be required to make a true-up payment to the District equal to the bonds principal assessment assigned to one single-family residence. The bonds principal true-up test shall be applied at the completion of the platting of 50%, 75%, 90%, and 100% of the gross acreage within Phase 3C of the District. It is the responsibility of the landowner of record of the affected parcel to make or cause to be made any required true-up payments due. This

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true-up obligation runs with the land within the District. The District will not release any liens on property for which true-up payments are due until provision for such payment has been satisfactorily made. The true-up thresholds for the lands within Phase 3C of the District are found in Table 5.

Table 5. Series 2019 Bonds, Phase 3C True-Up Thresholds

Category	50%	75%	90%	100%	
Developed Acres	46.85	70.28	84.33	93.70	
Undeveloped Acres	46.85	23.43	9.37	0.00	
Debt per Undeveloped Acre	$56,030	$56,030	$56,030	$56,030	
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 District is developed in such a manner as to receive special benefit from District improvements, 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, while all then-assessed parcels will receive a relative adjustment in their assessment levels.

4.0	Contribution of District Infrastructure and/or Improvements

The costs of the District’s CIP will likely be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or CIP components to the District (“Contribution”). Property owners within the District will have the opportunity to make such a Contribution upon approval by the District.

A District property owner’s Contribution will give rise to assessment credits that can be applied by the property owner to reduce or eliminate bond debt service assessments that would otherwise be assigned to lands within the District to fund the costs of the CIP. Prior to a property owner reducing or eliminating bond debt service assessments through a Contribution, it must be shown that the improvements funded or contributed by the property owner are a component of the CIP, as outlined in the Engineer’s Report. The property owner will be permitted to apply assessment credits equal to the value of the Contribution plus the costs of financing the improvement(s) that would otherwise have been incurred by the District if the District were required to issue bonds to fund or acquire the improvement(s) (such that the property would not be responsible for bond financing costs if the Contribution was made prior to the District’s issuance of special assessment bonds). A property owner possessing assessment credits due to a Contribution will, in the District’s discretion, have the opportunity to use the assessment credits to adjust bond debt service assessment levels of Development Units.

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Assessment Roll

Table 6 outlines the bond principal assessment per acre for the lands within the District. A description of the land within the District, which will be assessed to secure the repayment of the District’s bonds, is found in Exhibit “A”, below. The assessments shall be paid in not more than thirty (30) annual installments.

Table 6. Assessment Roll Summary

					Series 2019		
		Bond		Series 2019	Bonds	Series 2019	
	Series 2019	Principal	Series 2019	Bonds Net	Gross	Bonds Gross	
	Bonds	Assessm	Bonds Net	Annual	Annual	Annual	
	Acreage	Principal	ent per	Annual	Assessment	Assessment	Assessment	
Description	(1)	Assessment	Acre	Assessment	per Acre	(2)	per Acre (2)	
Phase 3C – Exhibit A	93.7	$5,250,000	$56,030	$322,120	$3,437.78	$346,366	$3,697	
Source: Absolute Engineering, LLC
Values 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 Source: PFM Financial Advisors LLC

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EXHIBIT “A”
DESCRIPTION OF DISTRICT LANDS, PHASE 3C

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Towne Park Community Development District

Resolution 2020-05

RESOLUTION 2020-0S
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT SETTING FORTH THE SPECIFIC TERMS OF THE DISTRICT'S SPECIAL ASS�MENT BONDS, SERIES 2019  (ASSESSMENT AREA  JC PROJECT); CONFIRMING THE DISTRICT'S PROVISION OF IMPROVEMENTS; CONFIRMING THE SUPPLEMENTAL ENGINEER'S REPORT AND THE SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT; CONFIRMING, ALLOCATING AND AUTHORIZING  THE COLLECTION OF SPECIAL ASSESSMENTS SECURING THE ASSESSMENT AREA 3C BONDS; PROVIDING FOR THE APPLICATION OF TRUE-UP PAYMENTS; PROVIDING FOR THE SUPPLEMENTATION OF THE IMPROVEMENT LIEN BOOK; PROVIDING FOR THE RECORDING OF A NOTICE OF SERIES 2019 SPECIAL ASSESSMENTS; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE
WHEREAS, the Towne Park Community Development District (..District") has previously indicated its intention to undertake, install, establish, construct or acquire certain public improvements and to finance such public improvements through the imposition of special assessments on benefited property within the District and the issuance of bonds; and

WHEREAS, the District's Board of Supervisors ("Board") has previously adopted, after notice and public hearing, Resolution 2020-04, relating to the imposition, levy, collection and enforcement of such special assessments; and

WHEREAS, pursuant to and consistent with the terms of Resolution 2020-04, this Resolution shall set forth the terms of bonds actually issued by the District, and apply the adopted special assessment methodology to the actual scope of the project to be completed with a series of bonds and the terms of the bond issue; and

WHEREAS,  on  __,  2019,  the  District  entered  into  a  Bond  Purchase  Contract,
whereby  it  agreed  to sell $ 	of its Special Assessment Bonds, Series 2019
(Assessment Area 3C Project) (the "Assessment Area JC Bonds"); and

WHEREAS, pursuant to and consistent with Resolution 2020-04, the District desires to set forth the particular terms of the sale of the Assessment Area 3C Bonds and to confirm the liens of the levy of special assessments securing the Assessment Area 3C Bonds.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT AS FOLLOWS:

SECTION 1. AUTIIORITY FOR THIS REsOLUTION.  This Resolution is adopted pursuant to the provisions of Florida law, including Chapters 170, 190 and 197, Florida Statutes, and Resolution 2020-04.

SECTION 2. FINDINGS. The Board of Supervisors of the Towne Parle Community Development District hereby finds and determines as follows:

On November 14, 2019, the District, after due notice and public hearing. adopted Resolution 2020-04, which, among other things, equalized, approved, confirmed and levied special assessments on property benefiting from the improvements authorized by the District. That Resolution provides that as each series of bonds is issued to fund all or any portion of the District's improvements, a supplemental resolution will be adopted to set forth the specific terms of each series of the bonds and certifying the amount of the liens of the special assessments securing any portion of the bonds, including interest, costs of issuance, the number of payments due, any True-Up amounts and the application of receipt of any True-Up proceeds.

The Towne Park Community Development District Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C) dated September 2019, attached to this Resolution as Exhibit A (the "Engineer's Report"), identifies and describes the presently expected components of the infrastructure improvements of the District (the "�ent Area JC Project"), to be financed all or in part with the Assessment Area 3C Bonds (the "Improvements"), and the estimated costs of the Assessment Area 3C Project as $6,500,000. The District hereby confirms that the Assessment Area 3C Project serves a proper, essential and valid public purpose. The Engineer's Report is hereby approved, adopted, and confirmed. The District ratifies its use in connection with the sale of the Assessment Area 3C Bonds.
The Amended and Restated Master Assessment Methodology, dated March 8, 2018, as amended by that Amendment to Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C - Riverstone Phases 3 & 4) dated October 2019 (the'' Master Report"), as supplemented by that Supplemental Assessment Methodology Report, Series 2019 Bonds (Phase 3C - Riverstone Phases 3 & 4) dated October 2019 (the "Supplemental Report" and, together with the Master Report, the "�ment Report"), attached to this Resolution as Composite Exhibit B, applies to the Improvements and the actual terms of the Assessment Area 3C Bonds. The Assessment Report is hereby approved, adopted and confirmed. The District ratifies its use in connection with the sale of the Assessment Area 3C Bonds.

The Assessment Area 3C Project will specially benefit certain property within the District, a legal description of which is attached hereto as Exhibit C ("A�ment Area 3C0). It is reasonable, proper, just and right to assess the portion of the costs of the Assessment Area 3C Project financed with the Assessment Area 3C Bonds to the specially benefited properties within the District as set forth in Resolution 2020-04, and this Resolution.

SECTION 3.	CONFIRMATION    OF   MAxlMUM    AsSFSSMENT   LIEN   FOR As.V.8SMENT
AREA 3C BONDS.  As provided in Resolution 2020-04, this Resolution is intended to set forth the

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terms of the Assessment Area 3C Bonds and the final amount of the liens of the special assessments securing those bonds.
The Assessment Area 3C Bonds, in a par amount of $ 	, shall bear suclt rates of interest and maturity as shown on Exhibit D attached hereto. The final payment on the Assessment Area 3C Bonds shall be due on November 1, . The estimated sources and uses of funds of the Assessment Area 3C Bonds shall be as set forth in Exhibit E. The debt service due on the Assessment Area 3C Bonds is set forth on Exhibit F attached hereto.
The lien of the special assessments securing the Assessment Area 3C Bonds on Assessment Area 3C (the "Assessment Area 3C Assessments"), shall be the principal amount due on the Assessment Area 3C Bonds, together with accrued but unpaid interest thereon, and together with the amount by which annual assessments are grossed up to include early payment discounts required by law and costs of collection. The Assessment Area 3C Bonds are secured solely by the lien against Assessment Area 3C.

SECTION 4.	ALWCATION OF Ass�ENTS SECURING THE AssF.SSMENT AREA JC
BONDS.

The Assessment Area 3C Assessments for the Assessment Area 3C Bonds shall be allocated in accordance with Composite Exhibit B, which allocation shall initially be on an acreage basis and further allocated as lands are platted. The District's Supplemental Report is consistent with the District's Master Report. The Assessment Report, considered herein, reflects the actual terms of the issuance of the District's Assessment Area 3C Bonds. The estimated costs of collection of the Assessment Area 3C Assessments for the Assessment Area 3C Bonds are as set forth in the Assessment Report.
The lien of the Assessment Arca 3C Assessments securing the Assessment Area 3C Bonds includes all property within Assessment Area 3C, and as such land is ultimately defined and set forth in any plats, certificates of occupancy or other designations of developable acreage.
Taking into account capitalized interest and earnings on certain funds and accounts as set forth in the Master Trust Indenture, dated June 1. 2016. and the Fifth Supplemental Trust Indenture, dated December 1, 2019 (together, the "Indenture"), the District shall begin annual collection of the Assessment Area 3C Assessments for the Assessment Area 3C 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 F. The Assessment Area 3C Bonds include an amount for capitalized interest through  	
The Assessment Area 3C Assessments may be paid in not more than thirty (30) substantially equal consecutive annual installments of principal and interest. Assessment Area 3C Assessments may be paid in full without interest at any time within thirty (30) days after the completion of the Improvements and the adoption by the Board of a resolution accepting the Improvements; 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

3

in the best interests of the District to account for changes in long and short term debt as actually issued by the District. All impact fee credits received shall be applied against the outstanding indebtedness of any debt issuance that funded the improvement giving rise to the credits which application may be addressed by such resolutions. At any time subsequent to thirty (30) days after the Improvements have been completed and a resolution accepting the hnprovements has been adopted by the Board, the Assessment Area 3C 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 (or such other time as set forth in the supplemental indenture for the applicable series of bonds secured by the debt assessment in question). The owner of property subject to Assessment Area 3C Assessments may prepay the entire remaining balance of the Assessment Area 3C Assessments at any time, or a portion of the remaining balance of the Assessment Area 3C Assessments one time if there is also paid, in addition to the prepaid principal balance of the Assessment Area 3C Assessments, an amount equal to the interest that would otherwise be due on such prepaid amount on the next succeeding interest payment date, or, if prepaid during the forty-five day period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date (or such other time as set forth in the supplemental indenture for the applicable series of bonds secured by the debt assessment in question). Prepayment of Assessment Area 3C Assessments does not entitle the property owner to any discounts for early payment.

The District hereby certifies the Assessment Area 3C Assessments for collection and directs staff to take all actions necessary to meet the time and other deadlines imposed by Polle County and Florida law for collection. The District intends, to the extent possible and subject to entering into the appropriate agreements with the Polk County Tax Collector and Polle County Property Appraiser (or other appropriate Polk County, Florida officials) to collect the Assessment Area 3C Assessments on platted lands contained within a plat or certificate of occupancy using the Uniform Method in Chapter 197, Florida Statutes. The District intends, to the extent possible, to directly bill, collect and enforce the Assessment Area 3C Assessments on lands not included within an approved plat or certificate of occupancy unless in any year, the District determines it to be in its best interest to collect such assessments using the Uniform Method in Chapter 197, Florida Statutes. The District Manager shall prepare or cause to be prepared each year an assessment roll for purposes of effecting the collection of the Assessment Area 3C Assessments and present same to the District Board as required by law. The District Manager is further directed and authorized to take all actions necessary to collect special assessments on property using methods available to the District authorized by Florida law in order to provide for the timely payment of debt service.

SECTION 5.	APPROVAL OF TRUE-UP PROCESS AND APPLICATION OF TRUE•UP
PAYMENTS. Pursuant to Resolution 2020-04, there may be required from time to time certain True-Up payments. As parcels of land are included in a plat or certificate of occupancy, the Assessment Area 3C Assessments securing the Assessment Area 3C Bonds shall be allocated as set forth in Resolution 2020-04, this Resolution, and the Assessment Report, including. without limitation, the application of the True-Up process set forth in the Assessment Report.

4

Based on the final par amount of $ 	in Assessment Area 3C Bonds, the True- Up calculations will be made in accordance with the process set forth in the Assessment Report. The District shall apply all True-Up payments related to the Assessment Area 3C Bonds only to the credit of the Assessment Area 3C Bonds. All True-Up payments, as well as all other prepayments of assessments, shall be deposited into the accounts specified in the Indenture governing the Assessment Area 3C Bonds.

SECTION 6. IMPROVEMENT LIEN BOOK. Immediately following the adoption of this Resolution these Assessment Area 3C Assessments as reflected herein shall be recorded by the Secretary of the Board of the District in the District's Improvement Lien Book. The Assessment Area 3C Assessments or assessments against each respective parcel shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.

SECTION 7. OTHER PROVISIONS REMAIN IN EFFECT. This Resolution is intended to supplement Resolution 2020-04, which remains in full force and effect. This Resolution and Resolution 2020-04 shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.

SECTION 8. ASSESSMENT NOTICE. The District's Secretary is hereby directed to record a Notice of Assessment Area 3C Special Assessments securing the Assessment Area 3C Bonds in the Official Records of Polk County, Florida, or such other instrument evidencing the actions taken by the District.

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

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

APPROVED AND ADOPTED this 14th day of November, 2019.

ATTEST:

Secretary/Assistant Secretary

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors

Exhibit A:
Composite Exhibit B:

Exhibit C: Exhibit D: Exhibit E: Exhibit F:

Fourth Supplemental Engineer's Report Phase 3C (Assessment Area JC) dated September 2019
Amended and Restated Master Assessment Methodology, dated March 8, 2018; Amendment to Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C - Riverstone Phases 3 & 4) dated October 2019; and Supplemental Assessment Methodology Report, Series 2019 Bonds (Phase JC - Riverstone Phases 3 & 4) dated October 2019
Legal Description of Assessment Area 3C
Maturities and Coupons of Assessment Area 3C Bonds Sources and Uses of Funds for Assessment Area 3C Bonds
Annual Debt Service Payment Due on Assessment Area 3C Bonds

6

EXHIBIJA

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

FOURTH SUPPLEMENTAL ENGINEER'S REPORT
PHASE 3C (Assessment Area 3CJ

PREPARED FOR:
BOARD OF SUPERVISORS TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

PREPARED BY:

ABSOLUTE ENGINEERING. INC.

Engineering Business No. 28358

SEPTEMBER 2019

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS

L	INTRODUCTION	1
II.	PURPOSE AND SCOPE ...............................................................................................................,	2
Ill.	PROPOSED IMPROVEMENTS	2
IV.	PERMITTING 	5
V.	CONCLUSION............................... ................_....,.	6

usrOf TABLES & EXtllBITS

TABLE 1 - Lond Use Svmmory Within Phase 3C of 1118 District

TA8LE 2-Svmrnary of Opin on al Probable Cosls

TABLE 3-Phasing References

EXHIBIT I - Mop of Phase 3C

EXH BIT 2 - legal Oelcripllon of Phase 3C

EXHIBIT 3- Phosfng Exhibit

TOWNE PARK
FOURTH SUPPLEMENTAL ENGINEER'S REPORT
PHASE 3C (Assessment Area 3C)

INTRODUCTION
The Towne Pork Community Development District (the "District" or the "COD") is located south of West Pipkin Road and north of Ewell Road, just east of County line Rood and west of Yates Road in the City of Lakeland (the "City"I, Polk County, Florida (the "County"). The District currently contains approximately 586 acres. and is expected to consist of 1 .453 single family and/or mult�family residential units, recreation and amenity areas, porks, and associated infrastructure.

The COD was established under City of Lakeland Ordinance No. 1 4-051. which was passed by the City Commission on November 3, 2014, as amended by Ordinance No. 5766 enacted by the City Commission on April 1, 2019. The CDD will own and operate the roadways and stormwater management facilities, as well as the landscape, irrigation. signage. and recreational facilities within the Community. The COD will acquire the property and improvements from the Developer at the lower of cost or fair market value.

Improvements and facilities financed, acquired, and/or constructed by the CDD will be required to conform to regulatory requirements of the City. the County. Southwest Florida Wafer Management District (SWFWMD), and other agencies with regulatory jurisdiction over the development. An overall estimate of probable cost is provided in Table 2 of this report.

The development pion prepared by the COD reflects the present intentions of the CDD. It should be noted that the location of proposed facilities and improvements may be adjusted during the final design, permitting, and implementation phases. If should also be noted that these modifications ore not expected to diminlsh the benefits received by the Towne Park Community (the "Community" or the "Development"). The CDD reserves the right to malce reasonable adjustments to the development plan to meet applicable regulatory requirements of agencies with jurisdiction over the development, while maintaining comparable levels of benefits to the Community served by the improvements. Changes and modifications ore expected as changes in regulatory criteria are Implemented.
1

Implementation of any proposed facilities or improvements outlined in this report requires written approval from the CDO's Boord of Supervisors. Estimated costs outlined in this report were based on best available Information. which includes but is not limited to previous experience with similar projects. Actual costs could be different than estimates because final engineering and specific field conditions may affect construc1ion costs.

All roadway improvemenfs. sidewalks. and storm drainage collection systems (from the curb inlets to their connection to the Stormwater ponds} within the Community will be owned and maintained by the COD. Water distribution and wastewater collection systems (gravity lines, force mains, and lift stations) will be dedicated to the City tor ownership and maintenance.

PURPOSE AND SCOPE
The purpose of this report is to provide engineering support to fund improvements in Phases 3C of the Community (also known as Riverstone Phases 3 & 4). Phase 3C is currently designed and being permitted for 186 single family residential units and their associated Infrastructure. This report will identify the proposed capital improvements to be constructed or acquired by the District along with an opinion of probable cost.

This report should be reviewed In conjunction with the Preliminary Engineer's Report. dated November 2014, prepared by Landmark Engineering & Surveying Corporation.
Ill. PROPOSED IMPROVEMENTS
The Infrastructure Improvements for Phase 3C Include the following;

stgrmwgterManagcroeot Eocnma
Stormwater management facilities consisting of storm conveyance systems and retention ponds ore contained within the District boundaries and wilt be owned and operated by the District. Stormwater runoff Is collected vio roadway curb and gutter to storm inlets. which ore connected by storm culverts. The storm culverts convey the runoff into the proposed detention ponds for woter quality treatment and attenuation. The proposed stormwater systems wil utilize wet detention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District's stormwater management systems
2

is regulated join f I y by the City, t h e County and SWFWMD.

FEMA  Community Panel  No.  12105C�460G  (dated  1 2/22/201 6)  demonstrates  that the property is located within Flood Zones A & X. Floodplain compensation will be required for any fill placed within Flood Zone A. Additionally. there are existing wetlands on site that hove been delineated and approved by the appropriate regulatory agencies for such purposes.

During the construction of stormwater management facilities. utilities and roadway Improvements. the site contractor will be required to adhere to a Stormwater Pollution Prevention Pion {SWPPP) as required by FDEP as delegated by the Environmental Protection Agency (EPA). The SWPPP will be prepared to depict for the contractor the proposed locations of required erosion control consisting of stoked turbidity barriers along the down gradient side of any proposed construction activity and adjacent to the wetland edges and the perimeters. The site controdor will be required to provide the necessary reporting on various forms associated with erosion control, its maintenance and any rainfall events that occur during construction activity.

Boqdwqys
The proposed local public roadway sections will be owned by the District and are to be f:IJ' R/W with 20' of asphalt and Miami curb and gutter on both sides. The proposed roadway section will consist of stabilized subgrade, crushed concrete or cement treated base and asphalt wearing surface. The proposed curb is to be 2' wide and placed along the edge of the proposed roadway section for purposes of protecting the integrity of the pavement and also to provide stormwater runoff conveyance to the proposed stormwater inlets. Roadway underdralns may be provided as necessary to control groundwater and protect the roadway base material.

The proposed roadways will require signage and pavement markings within the public rights-of-way. as well as street signs depicting street name identifications and block numbers. which will be utilized by the residents and public. It Is Intended that the COD will bond all public roadway improvements.

3

waterandwgstewAftrfAc!IIHes
A potable water system Inclusive of water main, gate valves, fire hydrants and appurtenances wli l be installed for the Development. The water service provider wH be the City of Lakeland Public Utilities. The water system 'Mill be a '1ooped" system consisting of 6" diameter PVC and DIP water lines. These focflitles 'Mill be installed within the proposed public rights-of-way within the District. The water system will provide the potable (domestic) and fire protection services which will serve the entire District.

A domestic wastewater collection system consisting of gravity sanitary sewer mains and sewer laterals will be installed. The gravity santtary sewer mains will be 8" diameter PVC. The gravity sanitary sewer Jines will be placed inside of the proposed public rights-of-way. under the proposed paved roadways. Branching off from these sewer lines will be laterals to serve the individual lots. An existing pump station con structed in Phase 38 will serve Phase 3C. 

Reclaimed water fs not available for this site. An irrigation well to be funded by the District will be installed onsite to provide irrigation within the public right of way. Any water, sewer. or reclaim water pipes or facilities placed on private property will not be publicly funded.
Entryfoqtuc,n tLgndscaplog&1rr1gaHon tAmenities:
District improvements will include entry features at the primary access points on Medulla Road. These features wiU Include slgnoge Identifying the community. as well as buffer walls. fencing, landscaping and irrigation to enhance the entrance. The District wm own. operate and maintain these features.

The District will provide streetscape along the local collector roads as required by the City of Lakeland Land Development Code. Landscaping and irrigation will also be provided within the local collector road rights-of-way and other common areas provided throughout the Community. The District will maintain the streetscope, landscape, and irrigation systems os they ore placed into service.

There are several tracts within the Community that are reserved for recreational use. Anticipated development includes a clubhouse wtth paved parking area, swimming pool.
4

tennis courts, multi-purpose fields, parks and open spaces. The District will operate and mointoln the pubfic facilifies constructed within these areas.

Electrfcqnd Ughtjng
The electric distribution system thru the District is currently planned to be underground. The District presently intends to fund and construct the undergrounding ofthe electric conduit for the required electrical system. The electrical system, including conduit, tronsfonner/cabinet pads. and electric manholes will be owned and maintained by Lakeland Elec1ric. with Lakeland Electric providing underground electrical service to the Development. The purchase and installation of street lighting along internal roadways within the CDD will not be funded by the District. These lights will be owned. operated and maintained by Lakeland Electric after dedication. with the District funding maintenance services.

M!Jcenaneous:
Upon completion of each phase of these improvements. inspection / certifications will be obtained from SWFWMD. the Polk County Health Department (water distribution system), Department of Environmental Protection (DEP, wastewater collection} and the City.

The stormwater Improvements, roadways, water and wastewater facilities, entry features, amenities. landscaping and irrigation, mitigation area(s). and certain permits and professional fees as described in this report. are being financed by the District with the intention of benefi1ing all of the developable real property within this phase. The construction and maintenance of the proposed public  improvements will  benefit the Development for 1he intended use as a mixed use planned development.
PERMITTING
All required construction permits for Phase 3C have not yet been obtained. including SWFWMD Environmental Recourse Permit (ERP). There are no proposed impacts to Army Corps of Engineer (ACOE) jurisdictional wetlands within the project boundaries. therefore no permits ore required from that agency.

Following is a summary of required permits obtained and pending for the construcfion of the public infrastructure improvements tor the District:
5

PermHs / Approvals	Approval / Expected Date
Zoning Approval (Lakeland)	PUD 1 7-066
Preliminary Plat (Lakeland)	SUB-18-015
SWFWMD ERP	43043355.002
Construction Permits (Lakeland)		SUB-18-015 FDEP Water	September 2019
FDEP Sewer	September 2019
CONCLUSION
It is our professional opinion that the public infrastructure costs for the District provided in this report are reasonable to complete the construction of the infrastructure. Furthermore, the public infrastructure improvements will benefit and odd value to lands within the District at least equal to the costs of such improvements.

The Opinion of Probable Costs of the infrastructure is only an estimate and is not a guaranteed maximum price. The estimated costs are based upon unit prices currently experienced on on ongoing and similar basis for work in Polk County. Furthermore, the quantities are a derivative of line items from specific construction documents and construction contracts as of this date. However. labor market, future costs of equipment. materials. changes to the regulatory permitting agencies activity, and the actual construction processes employed by the chosen site contractor are beyond the engineer's control. Due to this Inherent opportunity for changes (upward or downward) in the construction costs, the total, final construction cost may be more or less than this estimate.

Based upon the presumption that the construction of Phase 3C continues in a timely manner. it is our professional opinion that the proposed public improvements when constructed and built In substantial conformance with the approved plans and specifications, con be completed and used for their intended function. Be advised that we have utilized historical costs and direct unit costs from site contractors and consultants in the County, which we believe to be necessary In order to facmtote estimated costs associated with lhe Opinion of Probable Costs in Table Two of this report. Based upon the information above, it is our professional opinion that the acquisition and construction costs of the proposed project can be completed at the cost as stated.
6

TOWNE PARK
Community Development District

Table 1 - Land Use Summary Within Phase 3C of The District Distribution by Land Use <1 >

Land Use	TOTAL (acres)	Percentage	
Stormwater Ponds	1 8.7	20.0 %	
Residential	56.4	60.2 %	
Commercial	0	0% 	
Wetland / Conservatlon	1 8.6 	19.8 %	
Recreation / Open Space	0	0% 	
TOTAL	93.7	1 00.0 %	

Distribution by Lot Size

Phase	SF Lots	MF Units	TOTAL	Percentage

TOTAL	186	0

Notes:
1. Figures are approximate; Areas may change upon final layout

186	1 00.0 %

TABLE TWO TOWNE PARK
COMMUNITY DEVELOPMENT DISTRICT

Summary of Opinion of Probable Cost

				
Stormwaler Managern11nt 11119115K•I	$		2,000,000	
utUlties (Water, Sewer, & Street llght1n1) 111	$		1,250,000	
Roadw 141	$		2,250,000	

Number�of Lots

ill.

111

Emry feature & Sl&na&e°'	$
Contingency	$

1.	Infrastructure consists of roadway Improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and slgnage, and neighborhood partcs. Any land acquisitions or improvements purchased bythe District will be made at the lower of cost or fair market value.

2,	Stormwater does not Include grading associated with building pads for lnlttal construction and In conjunction With home construction.
Includes Stormwater pond excavation. Does not Include cost of transporting fill to, or use of fjJI on, privately owned land.
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering. All roadways will be public and accesslble by public.

Includes subdivision Infrastructure and clvlVslte engineering.

Estimates are based on 2019 costs.

Includes entry features, slgnage, hardscape, landscape, Irrigation and fencing.

CDD will enter into a Lighting Agreement with Lakeland Electric for the street llght poles and lighting service. Only undergrounding of wires on public right-of-way, utility easements and on District land will be financed by the District.

Phasin& References

"Mast.a"'	Supplemental Engineer's Reports	Bond Documents
Hamilton Phaslnc Map	Phaslnc 1	(Sub-Phaslnc)	(Assessment Area References)
Towne Park Estates Phase 2A	Pha,e 2A	Towne Park Estates 2A
First Supplemental Engineer's Report Phase 2A	• Part of Assessment Area 1 per First Supplemental
& 2B (Assessment Area 1), dated May 12, 2016	Trust Indenture (Series 2016) (also known as
Assessment Area 2A per Fourth Supplemental Trust Indenture, Series 2019)
Towne Park Estates Phase 2B	•...	P•hase 28	T•owne Parlt Estates 28

First Supplemental Engineer's Report Phase 2A & 2B {Assessment Area 1), dated May 12, 2016; and

Part of Assessment Area l per First Supplemental Trust Indenture (Series 2016)

•

Part ofAssessment Area 28 per Second

Second Supplemental Engineer's Report Phase	Supplemental Trust Indenture (Series 2018) 2B & 3A (Assessment Area 2), dated February
2018

Rlverstone Phase 1	Phase•

3A	Rlvefstone Phase 1
Second Supplemental Engineer's Report Phase	• Part of Assessment Area 3A per Third Supplemental 2B & 3A (Assessment Area 2), dated February		Trust Indenture (Series 2018)
2018

Rlverstone Phase 2

,..cu...
f19

Towne Park Estates South
Map attached to Second Supplemental Engineer's Report Phase 28 & 3A [Assessment Area 2), dated February 2018
Phase3B	Rlverstone Phase 2
Third Supplemental Ensineer's Report Phase 38	• Partof Assessment Area 3B per Fourth (Assessment Area 38), dated June 2019		Supplemental Trust Indenture (Series 2019)

RlveBtone Phases 3 & 4	Pha•

se 3C	Rlvemone Phases 3 & 4
Fourth Supplemental Engineer's Report Phase	Part of Assessment Area 3C per Fifth Supplemental 3C (Assessment Area 3C), dated August 2019	Trust Indenture (Serles 2019}

Rlverstone Phases 5 & 6	TBD	TBD

1 Per PreHmfnary Engineer's Report dated November 2014, as amended by that FirstAmendment to the Moster engineer's Report, dated March 2018

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ELEVADONS SHOWN HEREON A.Ju: NAVD 1'88

EXHIBIT2
A PARCEL OF LAND LYING IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COUNlY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE COMMENCE AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SECTION 17 AND PROCEED S 89° Si' 12" W, ALONG THE NORTH BOUNDARY THEREOF, A DISTANCE OF
l74.34 FEET; THENCE S oo· 08' 48" E, LEAVING SAID BOUNDARY, A DISTANCE OF ;678.08 FEET; THENCE S 21· 34' 01" w, A DISTANCE OF 1061.39 FEET; THENCE S 27° 34' 01" W, A DISTANCE OF 738.18 FEET;
THENCE S 10• 51' 19" E, A DISTANCE OF 314.09 FEET TO THE POINT OF BEGINNING: SAID POINT ALSO BEING THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS
OF 1500.00 FEET AND A CHORD WHICH BEARS N sr 36' OS" E, A DISTANCE OF 180.88 FEET; THENCE
ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 180.99 FEET TO A POINT ON THE WEST
BOUNDARY OF RIVERSTONE PHASE 1 AS RECORDED IN PLAT BOOK -J PAGE_ AS RECORDED IN THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA, AND THE END OF SAID CURVE; THENCE S 03• 24' 26" E, ALONG SAID WEST BOUNDARY, A DISTANCE OF 107.02 FEET; THENCE S 57° 06' 19" E, A DISTANCE OF
41.73 FEET; THENCE S 35• 46' 00" E, A DISTANCE OF 71.18 FEET; THENCE S 55• 11• 15" E, A DISTANCE OF
64.74 FEET; THENCE S 66°  12' 14" E, A DISTANCE OF 85.88 FEET; THENCE 5 54• 52' 43" E, A DISTANCE OF
76.29 FEET; THENCE S 32• 54' 53" E, A DISTANCE OF 93.56 FEET; THENCE S s1• 10' 54" E, A DISTANCE OF
121.62 FEET; THENCE S 35• 38' 50" E, A DISTANCE OF 112.29 FEET; THENCE S 43• 02' 12" E, A DISTANCE OF 94.82 FEET; THENCE S 45° 00' 49" E, A DISTANCE OF 107.83 FEET; THENCE S 75• 58' 12" E, A DISTANCE OF 38.12 FEET; THENCE N 90" 00' 00" E, A DISTANCE OF 78.58 FEET; THENCE S 70° 58' 52" E, A DISTANCE OF 70.89 FEET; THENCE S 49° 11' 53" E, A DISTANCE OF 67.17 FEET; THENCE S 53• 08' 34" E, A DISTANCE OF 92.43 FEET; THENCE S 71" 34' 19" E, A DISTANCE OF 52.80 FEET TO A POINT ON THE EAST BOUNDARY OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE S 00• 19• 37M E, ALONG SAID EAST BOUNDARY, A DISTANCE OF 649.39 FEETTO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89" 57' 22" W, ALONG THE SOUTH BOUNDARY THEREOF, A DISTANCE OF 829.49 FEET; THENCE S oo• 19' 59" E, LEAVING SAID SOUTH BOUNDARY, A DISTANCE OF 1311.27 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF EWELL ROAD AS DEDICATED PER OFFICIAL RECORDS BOOK 1222, PAGE 260 OF THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA; THENCE S 89° 52' 52" W, ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF
620.85 FEET; THENCE N 00° 08' 19" W, LEAVING SAID RIGHT-OF-WAY LINE, A DISTANCE OF 208.95 FEET; THENCE S sg• 52' 33" w, A DISTANCE OF 208.51 FEET; THENCE N oo· 09' 35" w, A DISTANCE OF 1098.79 FEET TO A POINT ON THE SOUTH BOUNDARY OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID
SECTION 17; THENCE N 89° 58' 54" W, ALONG SAID SOUTH BOUNDARY, A DISTANCE OF 997.83 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE N oo· 20' 23" w, ALONG THE WEST BOUNDARY OF SAID NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 17, A DISTANCE OF 1058.19 FEET; THENCE N 89° 39' 37" E, LEAVING SAID WEST BOUNDARY, A DISTANCE OF 276.81 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1040.00 FEET AND A CHORD WHICH BEARS N 72• 59' 48" E, A DISTANCE OF 596.44 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 604.93 FEET TO A POINT OF CURVATURE OF A REVERSE CURVE COMPOUND CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1055.00 FEET AND A CHORD WHICH BEARS N 64• 05' 10" E, A DISTANCE OF 284.64 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 28S.Sl FEET TO A POINT OF TANGENCY; THENCE N 71• 50' 20" E, A DISTANCE OF 209.83 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1500.00 FEET AND A CHORD WHICH BEARS N 75• 29' 31" E, A DISTANCE OF 191.14 FEET; THENCE ALONG THE ARC OF SAtD CURVE TO THE RIGHT, A DISTANCE OF 191.27 FEET TO THE POINT OF BEGINNING.
THE ABOVE PARCEL CONTAINING 93.69 ACRES, MORE OR LESS

EXHIBIT •	•
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TOWNE PARK CDD
CITY OF LAKELAND, POLK COUNTY, FLORIDA

COMPOSITE EXHIBITB

�Ji�IilloS.  HKIND
�.,f;e·ex ASSOCIATES

PRELIMINARY AMENDED & RESTATED MASTER
ASSESSMENT METHODOLOGY
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

March 8, 2018

Prepared for:

Members of the Board of Supervisors,
Towne Park Community Development District

Prepared by:

Fishkind & Associates, Inc. 12061 Corporate Boulevard
Orlando, Florida 32817

PRELIMINARY AMENDED & RESTATED
MASTER ASSESSMENT METHODOLOGY
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
March 8, 2018

.0	Introduction
Purpose
This "Preliminary Amended & Restated Master Assessment Methodology" dated March 8, 2018 ("Methodology"), effectively amends and restates the District's "Adopted Master Assessment Methodology" dated January 21 . 2014 ("Adopted Methodology") in order to reflect additional infrastructure improvements not included in the Adopted  Methodology. The Methodology provides a system for the allocation of non-ad valorem special assessments securing the repayment of bond debt planned to be issued by the Towne Park Community Development District C-Districi-) to fund beneficial public infrastructure improvements and facilities. The Methodology has two goals: (1) quantifying the special benefits received by properties within the District as a result of the installation of the District's improvements and facilities, and (2) equitably allocating the costs incurred by the District to provide these benefits to properties in the District.

The District plans to implement a capital improvement program ("CIP") that will allow for the development of property within the District. The District plans to fund the majority of its GIP through bond debt financing. This bond debt will be repaid from the proceeds of non-ad valorem special assessments levied by the District's Board of Supervisors. These special assessments will serve as liens against properties within the boundary of the District that receive a special benefit from the first phase of the CIP. This Methodology is designed to conform to the requirements of Chapters 1 70, 190, and 197 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

1 .2	Background

The District Includes approximately 584.8 gross acres of property located within the City of Lakeland, Florida. The District is generally located to the south of West Pinkin Road, to the west of Yates Road, and to the north of Ewell Road within the City of Lakeland. At build-out, the District is expected to contain 1 ,638 single-family lots, 450 multi-family units, recreation areas, parks/conservation, and related infrastructure. The legal description of the land included within the District's boundaries is found in Exhibit •A.• The land use place for the District is found in Table 1 (all tables are found in the attached Appendix.)
1 .3	Special Benefits and General Benefits

Improvements undertaken by the District create both special benefits and general benefits to property owners located within and surrounding the District. However, 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 District. It is the District's CIP that enables properties within the District's boundaries to be developed. Without the District's CIP, there would be no infrastructure to support development of land within the District. Without these improvements development of property in the District would be prohibited by law.

There is no doubt that the general public and certain property owners outside the District will benefit from the provision of District infrastructure. However, such benefit is incidental to the benefit to property within the District resulting from the D istrict's CIP, which is designed solely to meet the needs of property owners within the Dtstrict. Properties outside the District do not depend upon the District's GIP to obtain, or to maintain, their development entitlements. This fact alone clearly distinguishes the special benefits which District properties receive compared to those properties lying outside of the District's boundaries.

Requirements of a Valid Assessment Methodology

For special assessments to be valid under Florida law, there are two requirements. 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 likely impossible. Only if the District's Board was to act in an arbitrary, capricious, or grossly unfair fashion would its assessment methods be overturned.

CIP Plan of Finance
Infrastructure Installation
The District will install its public infrastructure and improvements on a phased basis, as outlined in more detail in the "Towne Park Community Development District Master Engineer's Report" dated November 2014, as amended by the First Amendment dated March 2018, (together, the "Engineer's Report"), as prepared by Hamilton Engineering & Surveying, Inc. ("District Engineer"). Although the District will install its infrastructure in multiple phases, the CIP is designed to operate as a system, with improvements implemented during initial phases benefiting properties within subsequent phases and improvements implemented in later phases benefitting properties within initial phases. The estimated costs of the District's CIP are presented in Table 2.

2.3	Bond Requirements

The District intends to finance the majority of its CIP by issuing bonds. These bonds will be issued in several series, as development progresses within the District. A number of component funds will comprise the total principal of the bonds to be issued by the District. The funds may include, but are not limited to, acquisition and construction, capitalized interest, debt service reserve, underwriter's discount, and issuance costs. An estimate of the bond issuance required to fund the District's CIP is found in Table 3.

As bonds are issued by the District, Fishkind will issue supplemental assessment methodology report(s) detailing the particulars of each specific bond issue. The supplemental report(s) will detail the terms, interest rates, and costs associated with a specific series of bonds. The supplemental report(s) will also detail the specific bond service assessments for properties that been assessed to secure each bond issuance.

Assessment Methodology

Assessment Foundation

The assessment methodology associated with the allocation of the costs of the 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 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 as expressed by that unit's Equivalent Residential Unit ("ERU") Factor.

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, dwelling units, and acreage. Fishkind has determined that an assessment methodology based on equivalent residential unit CUERU") values is appropriate. 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. ERU values are a commonly accepted method for calculating special benefit assessments in Florida. Here, Fishkind has chosen to assign an ERU value of 1 .0 to each planned single-family residential lot and a 0.65 ERU for each planned multi-family residential unit.

A lower ERU value for the multi-family development is appropriate here as the average size of the multi-family units will be smaller and more densely developed than the planned single-family units. These physical characteristics of the multi-family development planned for the District indicate that these units will receive a lesser benefit from the District's CIP when compared to the planned single-family units. For example, the proportionate length of roadway needed to serve each multi-family unit is less than the length required to serve single family units. Additionally, the smaller land area required for each multi­ family unit will produce less stormwater runoff than each single-family lot, and so each multi-family unit will have a reduce impact on the District's stormwater facilities, when compared to a single-family unit.

Assignment of Assessments

The CIP cost estimates are outlined in Table 2 and described in detail in the Engineer's Report. The maximum amount of bonds required to fund the CIP costs has been calculated and is shown in Table 3. The bond principal and related annual debt service assessments will then be apportioned among the development planned for the District on the basis of ERU values, as outlined in Table 4. The resulting bond principal and related annual debt service assessment for each lot planned for the District are shown in Table 5. Table 5 becomes important as the land within the District is platted, as specific bond debt service assessments will be assigned to the individual platted lots at that time.

One or more future supplemental assessment methodology reports will outline the precise bond debt service assessments assigned to the lands within the District. If the lands within the District are unplatted, bond debt service assessments will initially be assigned to the undeveloped developable land within the District on an equal per-acre basis. The assessments for each platted lot {a platted single-family lot will be referred to herein as a "Development Unit•) will be assigned to each Development Unit when a parcel is initially platted.

True-Up Mechanism

In order to ensure that the District's bond debt will not build up on the unplatted lad with in each phase, the District shall periodically apply a "true-up" test. Initially, District bond debt shall be allocated to each phase as outlined in Table 3. This bonds debt shall, prior to platting, be allocated equally to each of the developable acres within each phase. As property is platted, ·true-up· or density reduction payments may become due based upon the amount of bond debt assessments initially assigned to each phase. For example, as outlined in Table 3, it is estimated that $50,000,000 in bonds principal will be allocated to the developable lands within the District at the time of issuance. This $50,000,000 in principal will initially be allocated equally to all 584.8 acres located within the District, resulting in $85,499 in bond principal assessment per acre.

The bonds principal true-up test shall be applied at the completion of the platting of 50%, 75%, 90%, and 1 00% of the developable acreage within the District. Should it be determined at one of these platting benchmarks that the bond principal remaining per undeveloped acre exceeds the $85,499 threshold, the owner of the land at the time of platting will be required to make a true-up payment to the District sufficient to reduce remaining bond principal per acre to the permissible $85,499 level. It is the responsibility of the landowner of record of the affected parcel to make or cause to be made any required true-up payments due. This true-up obligation runs with the land within the District. The District will not release any liens on property for which true-up payments are due until provision for such payment has been satisfactorily made.

In the event that additional land not currently subject to the assessments is developed in such a manner as to receive special benefit from the CIP, it is contemplated that this Methodology will be re-applied to include such new parcels. The additional land, as a result of applying this 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 CIP will likely be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or CIP components to the District ("Contribution"). Property owners within the District will have the opportunity to make such a Contribution upon approval by the District.

A District property owner's Contribution will give rise to assessment credits that can be applied by the property owner to reduce or eliminate bond debt service assessments that would otherwise be assigned to lands within the District to fund the costs of the CIP. Prior to a property owner reducing or eliminating bond debt service assessments through a Contribution, it must be shown that the improvements funded or contributed by the property owner are a component of the CIP, as outlined in the Engineer's Report. The property owner will be permitted to apply assessment credits equal to the value of the Contribution plus the costs of financing the improvement(s) that would otherwise have been incurred by the District if the District were required to issue bonds to fund or acquire the improvement(s) (such that the property would not be responsible for bond financing costs if the Contribution was

made prior to the District's issuance of special assessment bonds). A property owner possessing assessment credits due to a Contribution will, in the District's discretion, have the opportunity to use the assessment credits to adjust bond debt service assessment levels of Development Units.

6.0	Preliminary Assessment Roll
The table below outlines the maximum bond principal assessment per developable acre for the lands within the District. The legal description of the land included within the District is found in Exhibit "A", below.

Preliminary Assessment Roll

Bgw!		Bond Gross		Bond Gross Bond	Prlncleal			Annual			Annual Prlncleal   Assessment	Assessment	Assessment
Descrletlon	Acreage	Assessment	eer Acre		ill	R!![ !i�l:I (1) See Exhibit "A"		584.8		$50,000,000		$85,499	$4,552,217		$7 784
(1) Values indude a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax CoUector and the atalutory early paymenl discount.

EXHIBIT "A"
DESCRIPTION OF LAND WITHIN THE DISTRICT
Phase 2:
THAT PART OF SECTIONS 8 & 9, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COUNTY, FLORIDA MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWEST CORNER OF SAID SECTION 9 AND RUN THENCE N-89°58'07"-E ALONG THE SOUTH BOUNDARY OF SAID SECTION 9, 1865.81 FEET; THENCE N- 00001'53"-W, 247.65 FEET; THENCE N-00°41 '07''-E, 178.59 FEET; THENCE N-65°58'09"­ W, 1 32.26 FEET; THENCE N-58° 19'08'W, 210.85 FEET: THENCE N-61 °10'05"-W, 134.05 FEET; THENCE S-81 °49'64"-W, 50.47 FEET; THENCE N-57°05'32"-W, 104.75 FEET; THENCE S-48°54'1 7"-W, 18.23 FEET; THENCE ALONG A CURVE CONCAVE TO THE EAST HAVING A RADIUS OF 1360.46 FEET, A CHORD OF 274.53 FEET AND A CHORD BEARING OF N-37°45'56"-W THROUGH A CENTRAL ANGLE OF 11 °34'54" AN ARC LENGTH OF 275.00 FEET; THENCE S-56°05'06"-W, 50.03 FEET; THENCE ALONG A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 101 0.00 FEET, A CHORD OF 269.29 FEET AND A CHORD BEARING OF S-65°09'55"-W THROUGH A CENTRAL ANGLE OF 15"1 9'20" AN ARC LENGTH OF 270. 10 FEET; THENCE S-72°49'35"-W, 209.24 FEET; THENCE S-23°51 '50"-W, 268.62 FEET; THENCE N-66°08'10"-W, 1 60.00 FEET; THENCE S-23"51 '50"-W, 20.00 FEET; THENCE N-66°08'1 0"-W, 11 5.00 FEET; THENCE N-88°32'43"-W, 138.19 FEET; THENCE N-89°56'52"-W, 137.01 FEET TO THE WEST BOUNDARY OF SAID SECTION 9; THENCE N-00"07'1 6"-E ALONG SAID WEST BOUNDARY, 1646.83 FEET; THENCE N-90°00'00"-W, 80.00 FEET; THENCE N-
00007'1 6"-E, 387.68 FEET TO THE RIGHT OF WAY OF WEST PIPKIN ROAD; THENCE
N-89°59'54"-W ALONG SAID RIGHT OF WAY, 982.20 FEET; THENCE S-36°31 '55"-W ALONG THE EASTERLY LINE OF THE LAKELAND UNDER REGIONAL AIRPORT APPROACH SURFACE, 3224.55 FEET TO A POINT OF THE SOUTH BOUNDARY OF THE SOUTHWEST ¼ OF SAID SECTION 8; THENCE S-89°56'41"-E ALONG SAID SOUTH BOUNDARY, 321.04 FEET TO THE SOUTHWEST CORNER OF THE SOUTHEAST ¼ OF SAID SECTION 8; THENCE S-89°56'35"-E ALONG THE SOUTHERN BOUNDARY OF THE SOUTHEAST ¼ OF SAID SECTION 8, 2655. 16 FEET TO THE POINT OF BEGINNING.
Phase 3:
Parcel 23291 7-000000-031 000:
NW1/4 LESS SE1/4 OF SE1/4 OF NW1/4 & NW1/4 OF SW1/4 & W1/4 OF NE1/4 OF SW1/4
Parcel 23291 7-000000-01 0000:
NE1/4 & SE1/4 OF SE1/4 OF NW1/4 & E3/4 OF NE1/4 OFSW1/4 Parcel 23291 7-000000-023080:
N 330 FT OF W1/2 OF SE1/4 LESS E 990 FT BEING LOT 88 UNRE WOODHAVEN Parcel 23291 7-000000-042120:
BEG 175 FT E OF SW COR OF SE1/4 OF SW1/4 OF SEC N 365 FT W 175 FT N 976.32 FT E 497.61 FT S 437.69 FT W 447.61 FT S 488.67 FT E 175 FT S 415 FT W 50 FT TO POB LESS RD R/W

Parcel 23291 7-000000-042070:
BEG 225 FT E OF SW COR SE1/4 OF SW1/4 N 415 FT W 175 FT N 488.67 FT E 447.61 FT S 904.03 FT TO S LINE SEC W 272.61 FT TO POB LESS RD R/VV
Parcel 23291 7-000000-04411 O:
E1/2 OF NE1/4 OF SW1/4 OF SW1/4 Parcel 23291 7-000000-044140:
E1/2 OF SE1/4 OF SW1/4 OF SW1/4 OF SEC LESS N 208.75 FT OF S 238.75 FT OF W
208.75 FT & LESS RD R/W Parcel 23291 7-000000-04211 0:
BEG SW COR OF SE1/4 OF SWl/4 OF SEC E ALONG S SEC LINE 175 FT N 365 FT W 175 FT STO POB LESS RD R/W

APPENDIX ASSESSMENT TABLES

APPENDIXTABLE 1
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
DISTRICT LAND USE PLAN
FIRST AMENDMENT - MASTER ASSESSMENT METHODOLO:GY

Development Phase (1)
Phase II Phase Ill Phase Ill

Total

Description
Single-Family Lot Single-Family Lot Multi-Family Unit

Estimated Start
�
2015
2016
2016

Estimated	Number of
Completion Date	Lots/Units
2016	207
2018	1 ,431
2018	450
2,088

(1) Phase I ()fthe overall P.U.O. is complete and not lneluded within the boundaries ofthe District.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 1

APPENDIX TABLE 2
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
CIP COST ESTIMATES
FIRST AMENDMENT - MASTER ASSESSMENT METHODOLOGYI

Estimated Costs1	Estimated Costs1	Total Costs1 all
Infrastructure Component	Phase II	Phase Ill	Phases

Offsite lmprovs & PH 3 Master Blvd

$4,443,450	$4,443,450

Stormwater Management	$3,654,000	$15,649,500	$1 9,303,500
Utilities (Water and Sewer)	$1 ,363,000	$5,333,200	$6,696,200
Roadways	$1 ,305,000	$5,059,800	$6,364,800
Entry Features and Signage	$750,000	$860,000	$1,61 0,000
Amenities	$1 ,000,000	$1 ,600,000	$2,600,000
Contingency	$700,000	$1 ,980,000	$2,680,000
Totals	sa,n2,ooo	$34,925,950	$43,697,950

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 2

[APPENDIX TABLE 3
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
ESTIMATED BOND FINANCING DETAILS
FIRST AMENDMENT · MASTER ASSESSMENT METHODOLOGY

Bond Fund
Construction/Acquisition Fund	Value (1)
$43,697,950	
Debt Service Reserve	$2,906,500	
Capitalized Interest	$2,192,969	
Costs of Issuance {Including Underwriter's Fee)	$1 ,200,000	
Contingency	$2,581	
Total Bond Principal	$50,000,000	
Average Annual Interest Rate:	7.50%	
Tenn (Years):	30	
Capitalized Interest Through:	November 1, 2017	
Capitalized Interest (Months):	35	
Maximum Net Annual Debt Service:	$4,233,562	

(1) The values shown are estimated and subject to change  Future supplemental assessment methodology report(s) will outline the actual details of the District's bond issuance(s).

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 3

APPENDIX TABLE 4
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
ERU VALUE ASSIGNMENTS
FIRST AMENDMENT - MASTER ASSESSMENT METHODOLOGY

Phase
Phase II Single-Family

Planned Lots/Units
207

ERU Value per
Lot/Unit
1.0

ERU Values, all
Lots/Units
207

o/oof ERUs per
Category
10.7%

Phase Ill Single-Family	1 ,431	1.0	1 ,431	74.1 % 	
Phase Ill Multi-Family	450	0.65	293	15.2%	
Totals	2,088		1 ,931	100.0%	

(1) Gross assessments represent the assessment placed on the County tax ro� 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 an 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 4

!APPENDIX TABLE 5
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
ESTIMATED MAXIMUM BOND ASSESSMENTS
FIRST AMENDMENT • MASTER ASSESSMENT METHODOLOGY!

Phase
Phase II Single-Family Phase Ill Single-Family Phase Ill Multi-Family Totals

Phase

Planned Lots/Units
207
1 ,431
450
2,088

% of ERUs 9!r
Category

�of ERUs 9!r		Bond Princieal Category	Assmt./ Category 10.7%			$5,361 ,305
74.1%	$37,062,937
15.2%	17,575,758
100.0%	$50,000,000

Bond Net Annual	Bond Net Annual Assmt./Category Assmt. eer Lot/Unit

Bond PrinCiJ!!I Assmt 9!r Lot/Unit
$25,900
$25,900
$16,835

Phase II Single-Family	10.7%	$453,948	$2,193	$488,117 	$2,358	
Phase Ill Single-Family	74.1 %	$3,138,165	$2,193	$3,374,371		
Phase Ill Multi-Family	15.2%		$1 ,425	$689,730	$1 ,533	
Totals	100.0%	$4,233,562		$4,552,217		

Bond Gross	Bond Gross Annual Assmt./ Annual Assmt./ Categoryf1l		Unit (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 an 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory earty payment discount.

Master Assmt. Methodology	Fishkind and Associates, Inc.	Appendix Table 5

0

pfm
AMENDMENT TO THE AMENDED AND RESTATED MASTER ASSESSMENT
METHODOLOGY,
SERIES 2019 BONDS (PHASE 3C • RIVERSTONE PHASES 3 & 4)
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

October 2019

t{ ,• ·, _Prepared for:
·rs. of the Board of Supervisors,
,	�	ommunlty Development District

AMENDMENT TO THE AMENDED AND RESTATED MASTER ASSESSMENT METHODOLOGY,
SERIES 2019 BONDS (PHASE 3C • RIVERSTONE PHASES 3 & 4) TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
October 8, 2019

Introduction
Purpose

This "Amendment to the Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C - Riverstone Phases 3 & 4)'" dated October 1, 2019 (•Amendment Methodology") provides a methodology for the allocation of non-ad valorem special assessments securing the repayment of bond debt planned to be issued by the Towne Park Community Development District (•Districr) to fund beneficial public infrastructure improvements and facilities. This Amendment Methodology operates consistent with the District's 'Amended and Restated Master Assessment Methodology" dated March 8, 2018 ("Master Methodology"). This Amendment Methodology is necessary to account for a change to the District's Phase 3C - Riverstone Phases 3 & 4 ("Phase 3C") capital improvement program rclP"). The Phase 3C GIP includes a bridge infrastructure component and cost within Phase 3C that was not included in the Master Methodology CIP and specifically benefits the lands Yinthin Phase 3C.

The Amendment Methodology a1 pplied herein has two goals: (1) identifying the special benefits received
by properties within the District s Phase 3C as a result of the installation of the District's improvements
and facilities, and (2) reasonably allocating the costs incurred by the District to provide these benefits to properties in the District's Phase 3C. The District has implemented a Phase 3C CIP that will allow for the development of property within the District's Phase 3C. The District plans to fund the majority of its CIP through bond debt financing. This bond debt will be repaid from the proceeds of non-ad valorem special assessments levied by the Drstrict's Board of Supervisors. These special assessments will serve as liens against properties within the boundary of the District that receive a special benefit from the CIP. This Amendment Methodology is designed to conform to the requirements of Chapters 1 70, 190, and 197 ofthe Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

Background

The District includes approximately 586 gross acres of property located within the Cityof Lakeland, Florida {the "City"). The District is generally located to the south of West Pipkin Road, to the west of Yates Road, just east of County Line Road and to the north of Ewell Road within the City. At build­ out, the District is expected to contain 1,453 residential unns, recreation areas, parks/conservation, and related infrastructure. Phase 3C is comprised of approximately 93.69 acres as described in Exhibit "A", attached herein.

The District previously issued its Serles 2016 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phase 2A within the District's "Assessment Area 1•. The District previously issued its Series 2018 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phases 2B and 3A within the District. The District previously issued its Series 2019 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phase 38 within the District. The District now desires to issue the Special Assessment Revenue Bonds, Series 2019 ("Series 2019 Bonds") to fund the infrastructure specially benefiting the properties within Phase 3C (described in Exhibit "A"). The land use plan for Phase 3C within the District is found in Table 1. 

Table 1. Summary of Phase 3C Land Plan

Development Phase
Riverstone Phases 3 & 4
Source: Absolute Engilleemg, Inc.

Special Benefits and General Benefits

Number of Slngh�•Famlly Lots
186

Improvements undertaken by the District create both special benefits and general benefits to property owners located within and surrounding the District. However, in our opinion, the general benefits to the public at large are incidental in nature and are readily distinguishable from the special benefits vmich accrue to property located within the District. It is the District's CIP that enables properties within the District's boundaries to be developed. Without the District's GIP there would be no infrastructure to support development of land within the District. Without these improvements, development of property In the District 'NOuld not be permitted.

The new infrastructure improvements included in the GIP create both: (1) special benefits to the developable property within the District and (2) general benefits to properties outside the District. The CIP described in the District Engineer's Report (as defined herein) enables the developable property within the District to be developed. Without the CIP, there would be no infrastructure to support development of the developable property within the District.

-  .....i::r.......::._... ►,--�·  .., .... .

1.4	Requirements ofa Valid Assessment Methodology

In PFM Financial Advisors LLC ("PFM FA" and/or "Assessment Consultant") experience, there are t'M> 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, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is likely impossible. Our research suggests that only ifthe District's Board was to act in an arbitrary, capricious, or grossly unfair fashion would its assessment methods be overturned. Based on the information provided for this Amendment Methodology, the special benefits received by the properties subject to the assessment at least equals or exceeds the amount of the assessments.
Phase 3C Benefits
The new infrastructure improvements included in the Phase 3C CIP create both: (1) special benefits to the developable property within the District and (2) general benefits to properties outside the District. However, as discussed below, these general benefits are ilcidental in nature and are readily distinguishable from the special benefits which accrue to the developable property within the District. The Phase 3C CIP described in the District Engineer's Report enables the developable property within Phase 3C to be developed. Without the Phase 3C CIP, there would be no infrastructure to support development of the developable property within Phase 3C.
There is no doubt that the general public, and property owners outside the District, will benefit from the provision of the Phase 3C CIP. However, these benefits are incidental to the Phase 3C CIP, which is designed solely to meet the needs of Phase 3C. Lands outside the District do not depend upon the Phase 3C CIP to obtain, or lo maintain, their development entitlements. This fact alone clearly distinguishes the special benefits which developable property In the District receive compared to those lying outside of the boundaries of the District.

Finally, the District is installing its public infrastructure and improvements on a phased basis, as outfined in more detail in the "Towne Park Community Development District Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C)", dated September 2019 ("Engineer's Report;, as prepared by Absolute Engineering, Inc. ("District Engineer"). As shown in Table 3, the estimated cost of the Phase 3C CIP is $6,500,000.

The District plans to issue bonds to fund these costs, with total bond principal estimated at $8,225,000 (Table 4) and Table 2 summarizes the benefit to lands within Phase 3C. As outlined in the Engineer's Report, there will be an estimated 93.7 acres within Phase 3C. Therefore, the average cost of the District's CIP, per gross acre, is $87,780 on an as-financed basis. According to data from the Polk County Property Appraiser ("PA"), the fair market value of the land in the District currentiy averages
$23,920 per acre. Therefore, as illustrated in the table immediately below, the total cost of the land with the proposed improvements implemented is approximately $111 ,700 per acre.
Table 2. Demonstration of Special Benefit for Properties In Phase 3C

Category
Maximum Bonds Necessary lo Fund PH 3 CIP Gross kres within PH 3c•
PH 3C CIP Financed Cost Per Gross Acre Value of Unimproved Land/Acre..
Total Cost of Improved Land per Acre

Est. Avg. Value of Finished Home and Loi Value of Lot @ 25%
Density/Gross Assessable Acre
Eat. Value of Finished Lots/Land per Acre
Net Benefit per Acre from COD Improvements
'Source: Absolute Engineering. Inc.
"'2018 Value pr0¥ided by lhe Polk County Property Appraise, for Dlslricl Parcels

Amount
$8,225,000
93.7
$87,780
$23,920
$111,700

$250,000
$62,500
1.99
$124,066
$12,366

Based on the land development plan, and market research by the District's Financial Advisor ("FA'), the estimated average value for a single-family home to be developed in the District will average $250,000. The typical relationship between thetotal price ofa new home and its finished lot is 25%. So, the average home lot in the District is expected to have a retail vatue of $62,500.
The land use plan anticipates a gross residential density of 1.99 units per gross acre. Therefore, the average value per acre for properties developed into residential lots is $124,066. Thus, the estimated net special benefit to District lands Is $12,366 per acre. In other words, the installation of the CIP will increase the market value of the land withfn the District in excess of the cost of the assessments.

s

CIP Plan of Finance

Infrastructure lnstallatlon

As outlined in the Engineer's Report, the District plans to acquire or construct the public infrastructure necessary to serve the lands within Phase 3C. The District infrastructure and improvements for Phase 3C ("Phase 3C Project•) are designed to serve and specially benefit the lands within Phase 3C. The
estimated costs of the Phase 3C Project are presented in Table 3.
Table 3. Summary of Phase 3C Project

lnfrastNcture Component
Stormwaler Management	Estimated Costs, Phase 3C
$2,000,000	
Ulili6es (water, sewer & street lighting)	$1,250,000	
Roadway	$2,250,000	
Entry Feature & Slgnage	$250,000	
Contingency	$750.000	
Totals	$6,500 000	
Source: Abslllulll Englneelfng, Inc.

Bond Requirements

The District Intends to finance the majority of its ClP by issuing bonds. These bonds are being issued in several series, as development progresses within the District. The District's Series 2019 Bonds will fully or partially fund the costs of the Phase 3C Project. The Series 2019 Bonds will be supported by assessments imposed solely to properties located within Phase 3C.

The details of the Series 2019 Bonds issuance required to fund the Phase 3C Project is found in Table
As shown in Table 4, the Series 2019 Bonds include several component funds typical ofsimilar bonds, including funds to paycapitalized interest, establish a debt service reserve, and paythe costs ofissuance associated with the Series 2019 Bonds.

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Table 4. Estimated District Bond Financing Details (1)

Bond Fund
Construction & Acquisition Fund	Value (2)
$6,500,000	
Original Issuers Discount	$0	
Debt Service Reserve	$535,048	
Capitalized Interest	$822,500	
Costs of Issuance (Including UndelWriter's Fee)	$364,500	
Contingency	$2.952	
Estimated Bonds Principal	$8,225,000	
Average Annual Coupon Rate:	5.00%	
Tenn (Years):	30	
Capltallzed Interest (Months):	12	
Maximum Net Annual Debt Service:	$535,048	
Maximum Gross Annual Debt Service(3):	$575,320	
Source: PFM Financial AdviSOIS LLC
The values shown are estimallld and subject to change
Includes a 7 0%gross�p loaccount torlheleesof lhe Counly Property Appraiser and Tax Collector and the &taM«y early payment diSCOlllt

3.0 Assessment Methodology Assessment Foundation
The assessment methodology associated with the allocation of the costs of the CIP is a four-step process. First, the District Engineer detennines 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 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 as expressed by that unit's Equivalent Residential Unit ("ERU") Factor.

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, dwelling units, and acreage, PFM FA has determined that an assessment methodology based on equivalent residential unit ("ERU") values is appropriate. These ERU values equate the benefit received by a stated

1

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. ERU values are a commonly accepted
method for calculating special benefit assessments in Florida. Here, the Assessment Consultant has chosen to assign an ERU value of 1 .0 to each single-family lot.
Allocation of Specific Assessments

The CIP cost estimates are outlined in Table 3 and described in detail in the Engineer's Report. The detalls of the Series 2019 Bonds Issuance required to fund the District's CIP is shown in Table 4. The principal and related assessments to secure the Series 2019 Bonds will be allocated among the 186 lots planned for Phase 3C within the District. The resulting bonds principal and related annual debt seNice assessments assigned to each lot within the District are shown in the corresponding Table 5. Table 5 becomes important as the land within the District is platted, as specific bond debt seNice assessments will be assigned to the individual Development Units (as that term is defined below) at this time.

Table 5. Summary of Allocation of Bond Principal and Annual Debt Service

Unit Type	Unit Count	ERUaJUnit	Total ERUs	Allocation/ Catego�	AllocationJUnlt	
Single Family Lots	186	1.00	186.00	$8,225,000	$44,220	
	�ond Net	Bond Net	Bond Gross			
	Annual
AHeHment/	Annual
Asse11ment/	Annual
Assessment/	Bond Gross Annual		
Unit Type	Category	Unit	Catego� {1}	Assessment/Unit(1}	
Single Fami!x Lots	$5351048	$2.877	$575,320	$3,093	

Bond Princll!al	Bond PrinCll!!!I

Source: PFM Filanclal AdvisOfS LLC
Indudes a 7.0%gross-up 1o acmunt for Iha fees of !he County Property Appraiser end Tax Coaecor andthestatutory early paymentdiscount

Assignment of Specific Assessments

The Series 2019 Bond assessments for Phase 3C will initially be assigned to the lands within Phase 3C on an equal per acre basis. The assessments for Phase 3C will be equally divided among the lots within that phase, as property is initiafly platted. The final assignment of bond debt to a specific lot does not take place until the land containing that lot is platted (a platted single-family lot will be referred to herein
as a "Development Unit"). The specific bond debt assessment that is assigned to platted Development Units will be detailed in a future assessment lien roll, In accordance with the principles and allocations set forth in this Amendment Methodology.

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True-Up Mechanism
In order to ensure that the District's bond debt will not build up on the unplatted land within the District, the District shall periodically apply a •true-up• test. Initially, the Series 2019 Bonds assessments shall be allocated across Phase 3C within the District. This bond debt shall, prior to platting, be allocated equally to each of the undeveloped developable acres within the District. As property within the District is platted, irue-up• or density reduction payments may become due based upon the amount of bond debt assessments initially assigned to the District. For example, as outlined in Table 4, it is estimated that $8,225,000 in bonds principal will be allocated to Phase 3C at the time of issuance. This $8,225,000 in bonds principal is expected to be allocated equally to the 186 lots planned for the District at the time the lots are platted. However, should it happen at the time of platting that only 185 lots have been identified in the plat theowner of the District lands atthe time of platting will be required to make a true­ up payment to the District equal to the bonds principal assessment assigned to one single-family residence. The bonds principal true-up test shall be applied at the completion of the platting of 50%, 75%, 90%, and 1 00% of the gross acreage within Phase 3C of the District. It is the responsibility of the landowner of record ofthe affected parcel to make orcause to be made any required true-up payments due. This true-up obligation runs with the land within the District. The District ....;n not release any Hens
on property for which true-up payments are due until provision for such payment has been satisfactorily made. The true-up thresholds for the lands within Phase 3C ofthe District are found in Table 6.

Table 6. Serles 2019 Bonds, Phase 3C True-Up Thresholds

Category	m'!		90%	�	
Developed Acres	46.85	70.28	84.33	93.70	
Undeveloped Aaes	46.85	23.43	9.37	0.00	
Debt per Undeveloped Acre	$87,780	$87,780	$87.780	$87,780	
Soulte: PfM Filancial AMors LLC

In the event that additional land not currently subject to the assessments required to repay the debt associated with the District is developed in such a manner as to receive special benefit from District improvements, It Is contemplated that this Amendment Methodology will be re-applied to include such new parcels. The additional land, as a result of applying this Amendment Methodology, will be allocated an approprlate share of the special assessments, while all then-assessed parcels 'MIi receive a relative adjustment in their assessment levels.

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4.0	Contribution of District Infrastructure and/or Improvements

The costs of the District's CIP will likely be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or CIP components to the District ("Contribution"). Property owners within the District will have the opportunity to make such a Contribution upon approval by the District.

A District property owner's Contribution will give rise to assessment credits that can be applied by the property owner to reduce or eliminate bond debt service assessments that would otherwise be assigned to lands within the District to fund the costs of the CIP. Prior to a property owner reducing or eliminating bond debt service assessments through a Contribution, it must be shown that the improvements funded or contributed by the property owner are a component of the CIP, as outlined in the Engineer's Report. The property owner will be permitted to apply assessment credits equal to the value of the Contribution plus the costs of financing the improvement(s) that would otherwise have been incurred by the District if the District were required to issue bonds to fund or acquire the lmprovement(s) (such that the property would not be responsible for bond financing costs if the Contribution was made prior to the District's issuance of special assessment bonds). A property owner possessing assessment credits due to a Contribution will, in the District's discretion, have the opportunity to use the assessment credits to adjust bond debt service assessment levels of Development Units.
5.0	Assessment Roll
Table 7 outlines the estimated bond principal assessment per acre for the lands within the District. A description of the land within the District, which will be assessed to secure the repayment of the District's bonds, is found in Exhibit *A", below. The assessments shall be paid in not more than thirty (30) annual installments.

Table 7. Assessment Roll Summary

Serles 2019

Deacrlptlon

Acreage
ill

Series 2019
Bonds
Principal Asse11ment

Bond Principal Assessm ent per Acre

Serles 2019 Bonds Net Annual Assessment

Serles 2019 Bonds Net
Annual Assessment
per Acre

Bonds Gross Annual
Assessmemnt

Series2019 Bonds Gross
Annual Assessment per Acre (2)

P(1h)aseSoo3Crce:-AbsolExhibutiet AEngineering9, L3L.C7

$8.225,000

$87,780

$535,048

$5,710.22

$575,320

$6,140

Values lm11de a 7.o,i, gross-141 to account forlhe fees ofIlle County Property Appt8ise1 and Tax C<llleaor and Ille stalutoly ea,typaymentliscount Source: PFM Ffnancial Advlscn LLC

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EXHIBIT "A"
DESCRIPTION OF DISTRICT LANDS, PHASE 3C

A PARCEL OF LAND LYING IN SECTION 17, TOWNSHIP 29 5011TH, RANGE 23 EAST, POLK COUNTY, FLORIDA, BEING MOR£ PARTICUI.ARLY DESCRltEDAS FOLLOWS:

FOR A POINT OF REFERENCE COMMENCE ATTHE NORTHEAST CORNER OF ntE NORTHWEST l/4 OF 5AIO SECTION 17 AND PROCEEDS W 51' 12• w, ALONG THE NORTH BOUNDAIIY THEREOF, A DISTANCE OF
,14.34 FEET: THENCE S 00' 08' 48" E, LEAVING SAID .BOUNDARY, A DISTANCE OF578.0i FEET: THENCE S 21• 34' 01" w, A DISTANCE OF 1061.39 FEET;THENCE s 2r 34' 01- w, A otsrANa OF7!8.U FEET; THENCE S 10'" 51' 19" E, A DISTANCE OF 314.09 Fm ro THE POINTOF BEGINNING: SAID POIN1' ALSO BEING ntE BEGINNING OF A NOtHANGENTIAL QJRVE CX>NCAVE SOUTHE'ASTERLY, HAVING A RADIUS
OF lS00..00 FEET AND A CHORD WHICH BEARS N 82' 96' 05" E, A DISTANCE OF 180.88FEIT; THENC! ALONG THE ARC Of SAID CURVE TO THE RIGHT, A DISTANCE OF 180.99 FEET TO A POINTON THE WEST BOUNDARY OF RIVERSTONE PHASE 1 AS RECORDED IN PLAT BOOK__, PAGE _AS RECORDED IN lHE PUBLIC RECORDS OF POUC COUNTY, R.ORJDA,, AND THE END Of: SAID CURVE; THENCE S 039 24' 26" E, ALONG SAID WEST BOUNDARY, A DISTANCE OF 107-02 FEET; THENCE S 57" 06' 1t8 E, A DISTANCE OF
41.73 FEET; THENCE S 35•46' 00" E, A DISTANCE OF 71.18 FEET; THENa: S ss• 11• 15• £. A DISTANa OF
64,74 FEET; THENCE SW 12' 14• E, A DISTANCE OF 85..88 FEET; THENCE S 54• 52' 43• E, A DISTANCE OF
76.29 FEET; THENCE S 32• 54' 53M E, A DISTANCE OF93.56 FEET; THENCE S s1• 10' 54• E, A DISTANCE OF
121.62 F£ET; THENCE S36' 38' 50" E, A DISTANCE OF 112.29 FEET; THENCE S 43•02' 12" E, A DISTANCI! OF 94.8.l FEET; THENCE S 45"00' 49� E, A DISTANCE OF 107.83 FEET; THENCE S 75' 58' 12• £. A
DISTANCE OF 38.12 FEET; TiiENCE N 90" 00' 00" E, A DISTANCE OF 78.58 FEET;lHENa S 70' 58' s2• £, A DISTANCE OF 70.89 RET; THENCE S 4� 11' Sl• E, A DISTANCE OF 67,17 FEET; THENCE S 53• 08' 34" E, A DISTANCE OF 92.43 FEET; THENCE S 71• 34' 19" E, A DISTANCE OF S2.80 FEETTOA POINTON THE EAST BOUNDAJlY OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENai S 00- 19' 37" E, ALONG SAID EAST BOUNDARY, A DISTANCE OF649.39 FEETTO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 Of THE SOUntWEST 1/4 OF SAJ0 SECTION 17; THENCE N 89" 57' 22" W, Al.ONG THE SOUTH BOUNDARYTHEREOF, A DISTANC£ OF 829.49 FEET; THENCE S 00- 19'59• E, LEAVING SAID SOUTH BOUNDARY, A DISTANCE OF 1!11.27 FEET TO A POINT' ON THE NORTH RIGHT-OF·WAY UN£ OF EWell ROAD M DEDICATED PER OFFICIAL RECORDS 800k 1222, PAGE 260 OFlHE PUBUC RECORDS OF POLK COUNTY, FtDRIDA; THENCE S 89' 52' s2• W, ALONG SAID RIGHTOF WAY LINE, A DISTANa OF
620.85 FEET; THENCE N 00" 08' 19" W, LEAVING SAID RIGHT-OF-WAY LINE, A DISTANCE OF 208.95 FEET;
THENa S 89' 52' 31" W, A DISTANCE OF 208.51 FEET; THENa N 00" 09' 35• W, A DISTANCE OF 1098.79 FEET TO A POINTON THE SOU'Tff BOUNDARY Of THE NORTHWEST 1/4 OF THE SOUTHWEST l/4 OF SAID SECTION 17; THENCE N sg• 58' 54• W, ALONG SAID SOUTH BOUNDARY, A DISTANCE OF 997.83 fEETTO lliE SOUTHWESTCORNERlHEREOF; THENCE N 00" 20' 23" W, ALONG lHE WEST BOUNDAAY OF SAID NORTHWEST 1/4 OF THE SOUTHWESf 1/4 OF SECTION 17, A DISTANCE OF 1058.19 FEET; lt!ENCE N 89' 39' 3r E, LEAVING SAlD WEST BOUNDARY, A DISTANCE OF 276.81 FEETTO A POINT OF CURVATURE OF
A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1040.00 FEET ANO A CHORD WHICH BEARS N n• 59' 48" E, A DISTANCE OF 596.44 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT, A
DISTANCE OF 604.93 FEET TOA POJN1' OF CURVATURE OF A REVERSE CURVE COMPOUND CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 10SS.OO FEET AND A CHORD WHICH BEARS N 64" OS' 10• E', A DISTANCE OF 214.64 FEET; lllENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 285.51 FE.ITTO A POINT OF TANGENCY; THENCE N 71• SO' 20" E, A DISTANCE OF 209.83 FEET 1t) A
POINTOF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUSOF 1500.00 FEET AND A OfORO WHICH BEARS N 75• 29' 31• e, A DISTANCE OF 191.14 FEET; THENCE ALONG 1Ht ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF l91.27 FEET TO l'1E POINT OF BEGINNING.
THE ABOVE PAJlCEL CONTAINING 93.69 ACR£S, MORE OR LESS

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pfm
SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT,
SERIES 2019 BONDS (PHASE 3C • RIVERSTONE PHASES 3 & 4)
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

October 2019

Prepared for:

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SERIES	BONDS (PHASE	RIVERSTONE PHASES	4)

2019	3C .	3 &

SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT, TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT
October 15, 2019

Introduction
Purpose
This Supplemental Assessment Methodology (Phase 3C - Riverstone Phases 3 & 4), dated October 15, 2019 ("Supplemental Methodology") provides a system for the aUocation of non-ad valorem special assessments securing the repayment of bond debt planned to be Issued by the Towne Park Community Development District ("Dlstrfcr) to fund beneficial public infrastructure improvements and facilities. This Supplemental Methodology operates pursuant to the District's "Amendment to the Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C- Riverstone Phases 3 & 4),• dated October 8, 2019 ('Phase 3C Master Amendment Methodology"), which replaced the District's
'Amended and Restated Master Assessment Methodology", dated March 8, 2018 ("Amended Methodology") which had replaced the District's "Adopted Master Assessment Methodology" dated January 21, 2015 ("Methodology").

The Supplemental Methodology applfed herein has two goals: (1) Identifying the special benefits received by properties within the District as a result of the installation of the District's improvements and facilities, and (2) reasonably allocating the costs incurred by the District to provide these benefits to properties in the District. The District has implemented a capital improvement program rc1P") that will allow for the development of property within the District. The District plans to fund the majority of tts CIP through bond debt financing. This bond debt will be repaid from the proceeds ofnon-ad valorem special assessments
levied by the District's Board of Supervisors (the "Board"). These special assessments will serve as liens against properties within the boundary of tne District that receive a special benefit from the CIP. This Supplemental Methodology is designed to conform to the requirements of Chapters 170, 190, and 1 97 of the Florida Statutes with respect to special assessments and is consistent with our understanding of
the case law on this subject.

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Background

The District includes approximately 586 gross acres of property located \Whin the City of Lakeland, Florida (the 'City"). The District is generally located to the south of West Pipkin Road, to the west of Yates Road, just east of County Line Road and to the north of Ewell Road within the City. At build• out, the District is expected to contain 1 ,453 residential untts, recreation areas, parks/conservation, and related infrastructure. Phase 3C - Riverstone Phases 3 & 4 ('Phase 3C•) is comprised of approximately 93.69 acres as described in Exhibit "A", attached herein.
The District previously issued its Series 2016 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phase 2A within the District's •Assessment Area 1•. The District previously issued its Series 2018 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phases 2B and 3A within the District. The District previously issued its Series 2019 Special Assessment Revenue Bonds to fund infrastructure specially benefiting Phase 3B within the District The District now desires to issue the Special Assessment Revenue Bonds, Series 2019 ("Series 2019 Bonds•) to fund the infrastructure specially benefiting the properties within Phase 3C (described in Exhibit "A"). The land use plan for Phase 3C within the District is found in Table 1. 

Table 1. Summary of Phase 3C land Plan

Development Phase

Riverstone Phases 3 & 4
Source: Absolute Englnaeri�. Inc.

Special Benefits and General Benefits

Number of Singla-FamHyLots

186

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

The new infrastructure improvements included in the CIP create both: (1) special benefits to the developable property within the District and (2) general benefits to properties outside the District. The CIP described in the District Engineer's Report (as defined herein) enables the developable property within the District to be developed. Without the CIP, there would be no infrastructure to support development of the developable property within the District.

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1.4	Requirements of a Valid Assessment Methodology
In PFM Financial Advisors LLC ("PFM FA" and/or 'Assessment Consultanr) 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, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is likely impossible. Our research suggests that only if the District's Board was to act in an arbitrary, capricious, or grossly unfair fashion \Wuld its assessment methods be overturned. Based on the information provided for this Supplemental Methodology, the special benefits received by the properties subject to the assessment at least equals or exceeds the amount of the assessments.
CIP Plan of Finance
Infrastructure Installation

The District is installing its public infrastructure and improvements on a phased basis, as outlined in more detail in the "Towne Park Community Development District Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C)9, dated August 2019 ("Engineer's Reporf), as prepared by Absolute Engineering, Inc. ('District Engineer'). As outlined in the Engineer's Report, the District plans to acquire or construct the public infrastructure necessary to serve the lands within Phase 3C. The District
infrastructure and improvements for Phase 3C are designed to serve and specially benefit the lands within Phase 3C ("Phase 3C Projecr).  The estimated costs of the Phase 3C Project are presented in Table 2.

Table 2. Summary of Phase 3C CIP

Infrastructure Component

Stonnwater Management	Estimated Costs, Phase 3C

$2,000,000	
Utilities (water, sewer & street iighting)	$1,250.000	
Roadway	$2,250,000	
Entry Feature & Signage	$250,000	
Contingency	$750,000	
Totals	$6,500,000	
SOIRe'. Ab8olulB Engineering, '1c.

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Bond Requirements

The District intends to finance the majority of its CIP by issuing bonds. These bonds are being issued in several series, as development progresses within the District. The District's Series 2019 Bonds will fully or partially fund the costs of the Phase 3C Project. The Series 2019 Bonds will be supported by assessments imposed solely to properties located within Phase 3C.

The details of the Series 2019 Bonds issuance required to fund the Phase 3C Project is found in Table
3. As shown in Table 3, the Series 2019 Bonds include several component fundstypical of similar bonds, including funds to paycapitalized interest, establish a debt service reserve, and paythe costs of issuance associated with the Series 2019 Bonds.
Table 3. Estimated District Bond Financing Details (1)

Bond Fund	Value{2)	
Construction & Acquisition Fund	$4,378,950	
Original Issuers Discount	$0	
Debi Service Reserve	$313,875	
Capitalized Interest	$114,975	
Costs of Issuance (Including Underwrilefs Fee)	$302,200	
Contingency	1Q	
Estimated Bonda Principal	$5,110,000	
Average Annual Coupon Rate:	4.50%	
Tenn (Years):	30	
Maximum Net Annual Debt Service:	$313,875	
Maximum Gro11 Annual Debt Service (3):	$337,500	
(1} Source: Ois1rld lkldnriter
The YdlJN ahown neatimaled and subjacl lo dlange
lnclude u 7.0%groea-up to aGCOUnt for the fees of111• Colllty Propetty Appraiser 1111d Tax Collector and Bia statutory earlypaymentciscount

s

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Assessment Methodology

Assessment Foundation

The assessment methodology associated with the allocation of the costs of the 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 Engineeroutlines which parcels benefit from the provision of 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 as expressed by that unit's Equivalent Residential Unit ("ERU") Factor.
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, dwelling
units, and acreage. PFM FA has determined that an assessment methodology based on equivalent residential unit {"ERU") values is appropriate. 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. ERU values are a commonly accepted
method for calculating special benefit assessments in Florida. Here, the Assessment Consultant has chosen to assign an ERU value of 1 .0 to each slngle-family lot.

Allocation of Specific Assessments

The CIP cost estimates are outlined in Table 2 and described in detail in the Engineers Report. The details ofthe Series 2019 Bonds issuance required to fund the District's CIP is shown in Table 3. The principal and related assessments to secure the Series 2019 Bonds will be allocated among the 186 lots planned for Phase 3C within the District. The resulting bonds prlnclpal and related annual debt service assessments assigned to each lot within the District are shown in the corresponding Table 4. Table 4 becomes important as the land within the District is platted, as specific bond debt service assessments will be assigned to the individual Development Units (as that term is defined below) at this time.

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Table 4. Summary of Allocation of Bond Principal and Annual Debt Service

UnltType

un1icouoi

gBU!lUntt	T2III &!WI

B2D!t PrtnciDal AllocationlUDll

Bond Pril!!ilal

Single Family Lots	186	1.00	186 00	$5,110,000	$27,473

B�d Nei		l!ond N!I			Bondgrg1• Annual	Annual		Annual ABNUmlllfl	Aummrmti	AIHUlDlllliUDll
UnitType	Category	Unit	ill
Single Fami� Lots	$313,875	$1,688	$1,815
Sourw: PFM FinancialAdvisors UC
lldldes a 7.0%gross-upto account fortlla fees of111e ColJ!ty Property Appreiser and Tax Cdlecloo' and theslalulolyearlypayment ds0cult

Assignment of Specific Assessments

The Series 2019 Bond assessments for Phase 3C will inltially be assigned to the lands within Phase 3C on an equal per acre basis. The assessments for Phase 3C will be equally divided among the lots within that phase, as property is initially platted. The final assignment of bond debt to a specific lot does not take place until the land containing that lot is platted (a platted single-family lot will be referred to herein as a "Development Unit"). The specific bond debt assessment that is assigned to platted Development Units will be detailed in a future assessment lien roll, in accordance with the principles and allocations set forth in this Supplemental Methodology.
True-Up Mechanism

In order to ensure that the District's bond debt will not build up on the unplatted land within the District, the District shall perlodlcally apply a •true-up• test. Initially, the Series 2019 Bonds assessments shall be allocated across Phase 3C within the District. This bond debt shall, prior to platting, be allocated equally to each of the undeveloped developable acres within the District. As property within the District is platted, •true-up• or density reduction payments may become due based upon the amount of bond debt assessments initially assigned to the District. For example, as outlined in Table 3, ij is estimated that $5,110,000 in bonds principal will be allocated to Phase 3C at the time of issuance. This $5,110,000 In bonds principal is expected to be allocated equally to the 186 lots planned for the District at the time the lots are platted. However, should it happen at the time of platting that only 185 lots have been identified in the plat, the owner of the District lands at the time of platting will be required to make a true­ up payment to the District equal to the bonds principal assessment assigned to one single-family residence. The bonds principal true-up test shall be applied at the completion of the platting of 50%, 75%, 90%, and 1 00% of the gross acreage within Phase 3C of the District. It is the responsibility of the landowner of record ofthe affected parcel to make or cause to be made any required true-up payments

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0
due. This true-up obligation runs with the land within the District. The District will not release any liens on property for which true-up payments are due until provision for such payment has been satisfactorily made. The true-up thresholds for the lands within Phase 3C of the District are found in Table 5.
Table 5. Series 2019 Bonds, Phase 3C True-Up Thresholds

Category	�	75%	90%	100%	
Developed Acres	46.85	70.28	84.33	93.70	
Undeveloped Acres	46.85	23.43		0.00	
Debt per Undeveloped Acre	$54,536	$54,536	$54,536	$54,536	
Source: PFM Finandal Advisors LLC

In the event that additional land not currently subject to the assessments required to repay the debt associated with the District is developed in such a manner as to receive special benefit from District improvements, It is contemplated that this Supplemental Methodology will be re-applied to include such new parcels. The additional land, as a resultofapplying this Supplemental Methodology, will be allocated an appropriate share of the special assessments, while all then-assessed parcels will receive a relative adjustment in their assessment levels.

4.0	Contribution of District Infrastructure and/or Improvements

The costs of the District's CIP will likely be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or CIP components to the District reontribulion"). Property owners within the District will have the opportunity to make such a Contribution upon approval by the District.

A District property owner's Contribution will give rise to assessment credits that can be applied by the property ownerto reduce or eliminate bond debt service assessments that would otherwise be assigned to lands within the District to fund the costs ofthe CIP. Prior to a property owner reducing or eliminating bond debt service assessments through a Contribution, it must be shown that the improvements funded or contributed by the property owner are a component of the CIP, as outlined in the Engineer's Report. The property owner will be permitted to apply assessment credits equal to the value of the Contribution plus the costs of financing the improvement(s) that would otherwise have been incurred by the District if the District were required to issue bonds to fund or acquire the improvement(s) (such that the property would not be responsible for bond financing costs if the Contribution was made prior to the District's issuance of special assessment bonds). A property owner possessing assessment credits due to a Contribution will, in the District's discretion, have the opportunityto use the assessment credits to adjust bond debt service assessment levels of Development Units.

0
Assessment Roll

Table 6 outlines the estimated bond principal assessment per acre for the lands within the District. A description ofthe land within the District, which will be assessed to secure the repayment ofthe District's bonds, is found in Exhibit "A", below. The assessments shall be paid in not more than thirty (30) annual installments.

Table 6. Assessment Roll Summary

Serles2019

Description

Acreage
ill

Serles 2019
Bonds
Principal
Aawment

Bond Principal Aeseasm entper Am

Serles2019
Bonde Net
Annual
Aumment

Series 2019 Bonds Net
Annual
Ae1eument
perAcm

� Groa Annual
Aneyme.wnt

Sedn 2011
Bonds Gron
Annual
Aaaessment
perAc11(2)

Phase 3C - Exhibit A	937
Sou� Absollte Engileering, LLC

$5,1 10,000

$54,536

$313,875

$3,349.79

$337,500

$3,602

Values include • 7.0% gross-up ID account foc the fees ofIlle County Property Appraiser end Tax Colaclrlr111d Ille slatulory eal1y paymentclismmt Soun:e: PFM Fnncial AdlUOII LLC

0
EXHIBIT "A"
DESCRIPTION OF DISTRICT LANDS, PHASE 3C
A PARCEL OF LAND LYING IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POU< COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS fOllOWS:

oie

FOR A POINT OF REFERENCE COMMENCE ATTJiE NORTtlE-,sf CORNER Of THE NORTHWEST 1/4 OF SAID SECTION 17 AND PROCEED 58'9S1' 12" W, ALONGTHE NORTH BOUNOARV'THEREOF, A OISTANC£ OF
374.34 FEET; THENCE S oo· 08' 48" E, lEAVING SAfO 80UNDARY, A DISTANCE OF '678.08 FEET; THENa S 2r 34' 01" w,A DISTANCE OF 1061.39 FEET;THENCE s 2r 34' 01• w, A DISTANCE	738.18 FEET;
THENCE S 10• 51' 19" E, A DISTANCE OF 314.09 FEETTO THE POINTOFBEGINNING; SAID POINT AlSO BEING ntE BEGINNING OFA NON-TANG£NTIAL CURV£ CONCAVE SOUTIIEASTIIILY, HAVING A RADIUS OF 1500.00 FEET AND A CHORD WHICH BEARS N 82" 36' 05" E, A DISTANCE OF 180.88 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 180.99 FEET TO A POINT ON THE WEST BOUNDARY OF RIVERSTONE PH.ASE 1 AS RECORDED IN PLAT BOOK_, PAGE _AS RECORDED IN ntE PUBLIC RECORDS OF POLK COUNTY, FLORIDA, AND THE ENO OF SAID CURVE; THENCE S 03• 24' 26" E, ALONG SAID WEST BOUNDARV, A DISTANCE OF 107.o2 FUT; THENCE S 57° 06' 19" E, A DISTANCE OF 41,73 FEET; THENCE S 35•46' oo· E. A DISTANCE OF 71.18 FEET; THENCE S 55• 11•15• E. A DISTANCE OF
64.74 FEET; THENCE S 66• 12' 14" E, A DISTANCE OF &5.88 FEET; THENCE S 54• 52' 43• E, A DtsTANCE OF
76.29 FEET; THENCE S 32° 54' 53° E, A OISTANCt OF93.S6 FEET; THENCES S1° 10' 54• E'. A DISTANCE OF
121.62 FEET; THENCE S 36. 38' so· E, A DISTANCE OF 112.29 FEET; THENCE S 43• 02' 12• E, A DISTANCE
OF 94.82 RET; �ENCE $ 45• 00' 49" E, A DISTANCE OF 107.83 FEET; THENCE S 75" S8' 12• E, A DISTANCE OF 38.12 FEET; THENCE N go- oo·00" [, A DISTANCE OF '78.S8 FEET; THENCE S 7'1' 58' sz• E, A DISTANCE OF 70.89 FEET; TlfENCE S 49• u· S3" E, A DISTANCE OF 67.17 FEET;THENCE S sr 08' 34" E, A
DISTANCE OF 92.43 FEET; THENCE S 71" 34' 19" E, A DISTANCE OF 52.80 FEETTO A POINT ON THE EAST
BOUNDARY OF ntE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAIDSECTION 17; THENCE S 00- 19' 37• E, ALONG SAID EAST BOUNDARY, A DISTANCE OF 649.39 FHT TO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OFSAID SECTION 17; lHENCE NW 57' 22• W, ALONG THE SOUTH BOUNDAAVTIIEAEOF, A DISTANCE OF 829.49 FEET; lHENCE S oo• 19' 59• £, LEAVING SAID SOUTH BOUNDARY, A DISTANCE OF 1311.27 FEET TO A POINT ON THE NORTH RIGHT-OF-WAV LINE OF EWEU ROAD AS DEDICATED PER OFRCIAL RECORDS SOOK 1222, PAGE 260 OF THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA; THENCE S 19• 52' 52" W, ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF 620,B5 FEET; THENCE N 00-08' 19" W, LEAVING SAID RIGHT-OF-WAY LINE, A DISTANCE OF 208.95 FEET; THP4CE SW 52' 33" W, A DISTANCE OF 208.51 FEET; THENCI: N 00" 09' 35" W, A DISTANCE OF 1098.79 FEET TO A POINT ON 'fflE SOUTH BOUNDARY OF THE NORTHWEST 1/4 0,. THE SOUTHWEST l/4 OF SAID SECTION 17; THENCE N 89" 58' 54" W, ALONG SAID SOUTH BOUNDARY, A DISTANa Of997.83 FEIT TO THE SOUTHWEST CORNER THEREOF; ntENCE N 00' 20' 23•w, ALONG THE WEST BOUNDARY OF SAID NORTHWEST 1/4 OF THE SOUTHWEST 'J/4 OF SECTION 17, A DISTANCE OF 1058.19 FEET; THENCE N 89" 39' 3T' E, LEAVING SAID WEST 80UNDARY, A DISTANCE OF 276.81 FEETlO A POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1040.00 FEET AND A CHORD WHICH BEARS
N 72• 59'48" E. A DISTANa OF596.44 FEET; THENa ALONG THE ARC OF SAID CURVE TO THE LEFT, A
DISTANCE OF&<M.93 F£tTTO A POINT Of CURVATURE OF A REVERSE. CURVECOMPOUND CURVE CONCAVE SOUTHEASTERLV, HAVING A RADIUS OF 10S5.00FEET AND A CHORD WHICH BEARS N 64° OS' 10• E, A DISTANCE OF 284.64 FEET; ntENCE AlONG THE ARC OF SAID CURVE TO'THE RIGHT, A DISTANCE OF 285.Sl Fffi TO A POINT OF TANGENCY; THENCE N 71° 501 20'1 E. A DISTANCE OF 209.83 FEET TO A POf.lTOF CURVATURE OF A CURVE CONCAVE SOUTHEASTtllLV, HAVING A ftAOJUS OF 1500.00 FEET AND A CHORD WHICH BEARS N 75" 29' 31" E,A DISTANCE Of 191.14 FEET; THENCE ALONG THE ARC OF SAIO CURVE TO THE RIGHT, A DISTANCE OF 191.27 FfET TD THE POINT OF BEGINNING.
THE ABOVE PARCEL CONTAINING 93.69 ACRES, MORE OR LESS

Exhibit C: Legal Description of Assessment Area 3C

A PARCELOF LANO LVING IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE COMMENCE AT THE NORTHEAST CORNER OF THE NORTHWEST l/4 OF SAID SECTION 17 AND PROCEED S 89° 51' Jr W, ALONG THE NORTH BOUNDARYlHEREOF, A DISTANCE OF
374.34 FEET;THENCE S 00" 08' 48" E, LEAVING SAID BOUNDARY, A DISTANCE OF 678.08 FEET; THENCE S 2r 34' 01" w. A 01srAt«:E OF 1061.39 FEET; THENCE s 21· 34• ot" w, A DISTANCE oi: 738.18 FEET; TtiENCE S 10' 51' 19" E, A DISTANCE OF 314.09 FEETTO THE &INT OFBEGINNING: SAIDPOINTALSO BEING THE BEGINNING OF A NON-TANGENTIALCURVE CONCAVE SOU11fEASTERLV, HAVING A RADIUS OF 1500.00 FEET AND A CHORD WHICH BEARS N a:,ze 36' OS" E, A DISTANCE OF 180.88 FEET; THENCE ALONG THE AAC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 180,99 FEETTO A POINT ON THE WEST BOUNDARY OF RIVERSTONE PHASE 1 AS RECORDED IN PLAT BOOK __, PAGE _"5 RECORDED IN THE PUBLIC RECORDS OF POLK COUNlY, FlORIDA. ANDTHE ENO OF SAID CURVE; THENCES 03• 24' 26" E, ALONG SAID WEST BOUNDARY, A DISTANCE OF 107.02 FEET:THENCE S ST06' 19" E, A DISTANCE OF 41,73 FEET; THENCE S 3s• Mi' oo· E, A DISTANCE OF 71.18 FEET; THENCE S ss· 11' 1S" £, A DISTANCE OF 
64.74 FEET; THENCE S 66• 12' 14" E, A DISTANCE OF 85.88 FEET; THENCE S 54• S2' ,a• E, A DISTANCE OF
76.29 FEET; THENCE S 32" 54' 53� E, A DISTANCE OF 93.56 FEET; THENCE S 51" 10' 54" E, A DISTANCE OF
:121.62 FEET; THENCE S 36•38' 50" E,A DISTANCE OF 112.29 FEET; THENCE S43" 02' 12" E, A DISTANCE Of 94.82 FEET; THENCE S 45" 00' 49" E, A DISTANCE OF 107.83 FEET; THENCE S 75• 58' 12" E, A DISTANCE OF 38.12 FEET; THENCE N 90'00'00� E, A DISTANCE OF 78.58 FEET:THENCE S 70" 58' S2" E, A DISTANCE OF 70.89 FEET; THENCE S49" 11' 53" E, A DISTANCE OF 57.17 FEET; THENCE S 53'08' 34" E, A DISTANCE OF 92.43 FEET; THENCE S 71" 34' 19" E, A DISTANCE OF 52.80 FEET TO A POINT ON THE EAST BOUNDARY OFTHE NORTHEAST 1/4 OF THE SOUTlfWEST 1/4 OF SAID SECTION 17; THENCE S 00" 19' 37• E, ALONG SAID EAST BOUNDARY, A DISTANCE OF 649.39 FEET TO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89" 57' 22" W, ALONG THE SOUtH BOUNDARY THEREOf, A DISTANCE 01' 829.49 FEET; THENCE $ 00" 19' 59" E, LEAVING SAID SOUTH BOUNDARY, A DISTANCE OF 1311.27 FEET TO A POINT ON THE NORTH RIGHT•OF-W1\Y LINE OF EWELLROAD AS DEDICATED PER OFFICIAL RECORDS BOOK 1222, PAGE 260 OF THE PUBLIC RECORDS OF POLK COUNlY, FLORIDA; THENCES 89" 52' 52"W, ALONG SAID RIGHTOF WAY UNE, A OISTANa OF
620.85 FEET; THENCE N oo• 08' 19" W, lEAVING SAID RIGHT-OF-WAY LIN£, A DISTANCE OF 208.95 FEET: THENCE S a,· 52' 33" w, A DISTANCE OF 20851 FEET; THENCE N oo· 09' 35" w, A DISTANCE OF 1098.19 FEET TO A POINT ON 'THE SOUTli BOUNDARY OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89° 58' 54" W,AWNG SAID SOUTH BOUNDARY, A DISTANCE OF 997.83 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE N 00' 20' 23" W, ALONG THE WEST BOUNDARY OF SAID NORTHWEST 1/4 OFTHE SOUTHWEST 1/4 OF SECTION 17, A DISTANCE OF 1038.19 FEET; THENCE NW 39' 37" E, LEAVING SAID WEST BOUNDARY, A DISTANCE OF 276.81 FEET TO A POINT OF OJRVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1040.00 FEET AND A CHORD WHICH BEARS N 72" 59' 48" E, A DISTANCE OF 596.44 FEET; TI-IENCE ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 604.93 FEETTO A POINT OF CURVAT\JRE OF A REVERSE CURVE COMPOUND CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1055.00 FEET ANO A CHORD WHICH BEARS N 64" OS' 10" E, A DISTANCE OF 284.64 FEET; THENCE ALONG THE ARC OF SAID CURVETO THE RIGHT, A DISTANCE OF 285.51 FEETTO A POINT OF TANGENCY; THENCE N 71• 50' 20• E, A DISTANCE OF 209.83 FEETTO A POINTOF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1500.00 FEET
ANO A CHORD WHICH BEARS N 75•29' 31" E, A DISTANCE OF 191.14 FEET; THENCE ALONG llfE ARC OF SAIDCURVElOTHE RIGHT, A DISTANCE OF 191.27 FEET TO 'l'HE POINT OF BEGINNING,
THE ABOVE PARCEL CONTAINING 93.69 ACRES, MORE OR LESS

9

Towne Park
Community Development District

Developer Agreements

Towne Park
Community Development District

True-Up Agreement

This instrument was prepared by and upon recording should be returned to:
Roy Van Wyk, Esq.
HOPPING GREEN & SAMS, P.A.
1 19 South Monroe Street, Suite 300
Tallahassee, Florida 32301

AGREEMENT BETWEEN THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT AND HIGHLAND SUMNER, LLC REGARDING
TRUE-UP AS TO ASSESSMENT AREA 3C ASSESSMENTS
THIS TRUE-UP AGREEMENT  ("Agreement") is made and entered into this 	day of
, 2019, by and between (collectively, the "Parties"):

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Lakeland, Polk County, Florida, with a mailing address of 1205 1 Corporate Boulevard, Orlando, Florida 328 17 (the "District"), and
HIGHLAND SUMNER, LLC, a Florida limited liability company, the developer and owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Lakeland, Florida 33880, and its successors and assigns (the "Developer").
RECITALS
WHEREAS, the District was established by an ordinance adopted by the City Commission of the City of Lakeland, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District's activities and services; and

WHEREAS, Developer is the owner of certain lands within the District and a developer of all or portions of the same, which lands are described in Exhibit A ("Assessment Area 3C"); and
WHEREAS, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services, as detailed in the Preliminary Engineer's Report dated November 2014, as amended by that First Amendment to the Master Engineer's Report dated March 201 8, and supplemented by that Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C) dated September

Riverstone Phases 3 + 4/Assessment Area 3C True-Up Agreement

2019 (collectively, the "Engineer's Report") for the improvements associated with the development of Assessment Area 3C (the "Assessment Area 3C Project"), attached to this Agreement as Composite Exhibit B and the estimated costs of the improvements related to Assessment Area 3C Project is identified therein; and
WHEREAS, the District intends to finance a portion of the Assessment Area 3C Project, through the anticipated issuance of its Towne Park Community Development District Special Assessment Bonds, Series 2019 (Assessment Area 3C Project), in the principal amount of
$ 	(the "Assessment Area 3C Bonds"); and
WHEREAS, pursuant to Resolutions 201 5-09, 2015-10. 2015-17, 2018-05, 201 8-06, 20 18-
08, 2020-01, 2020-02, 2020-_, and 2020-_ (the "Assessment Resolutions"), the District imposed special assessments on Assessment Area 3C (the "Assessment Area 3C Assessments") within the District to secure the repayment of the Assessment Area 3C Bonds, including interest thereon; and
WHEREAS, Developer agrees that all developable lands within Assessment Area 3C benefit from the timely design, construction, or acquisition of the Assessment Area 3C Project; and
WHEREAS, Developer agrees that the Assessment Area 3C Assessments which were imposed on Assessment Area 3C within the District, have been validly imposed and constitute valid, legal and binding liens upon Assessment Area 3C, which Assessment Area 3C Assessments remain unsatisfied; and
WHEREAS, to the extent permitted by law, Developer waives any defect in notice or publication or in the proceedings to levy, impose and collect the Assessment Area 3C Assessments on Assessment Area 3C within the District; and
WHEREAS, the Amended and Restated Master Assessment Methodology, dated March 8, 201 8, as amended by that Amendment to Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C - Riverstone Phases 3 & 4) dated October 201 9, as supplemented by that SupplementalAssessment Methodology Report, Series 2019 Bonds (Phase 3C- Riverstone Phases 3 & 4) dated October 2019 (collectively, the "Assessment Report"), provides that as Assessment Area 3C is platted or re-platted, the allocation of the amounts assessed to and constituting a lien upon Assessment Area 3C within the District would be allocated and calculated based upon certain density assumptions relating to the number of each type of single-family units to be constructed on Assessment Area 3C within the District, which assumptions were provided by Developer; and

WHEREAS, Developer intends that Assessment Area 3C within the District will be platted, planned and developed based on then-existing market conditions, and the actual densities developed may be at some density less than the densities assumed in the District's Assessment Report; and
WHEREAS, the District's Assessment Report anticipates a mechanism by which Developer shall, if required, make certain payments to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount

Riverstone Phases 3 + 4/Assessment Area 3C	2
True-Up Agreement

of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of any plat or site plan for a parcel or tract, as described in the District's Assessment Report (which payments shall collectively be referenced as the "True-Up Payment"); and

WHEREAS, Developer and the District desire to enter into an agreement to confirm Developer's intention and obligation, if required, to make the True-Up Payment related to the Assessment Area 3C Assessments, subject to the terms and conditions contained herein.

Now, THEREFORE, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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

SECTION 2.	COVENANTS.
The provisions of this Agreement shall constitute a covenant running with Assessment Area 3C lands, which lands are described herein in Exhibit A, and shall remain in full force and effect and be binding upon Developer, its heirs, legal representatives, estates, successors, grantees, and assigns until released pursuant to the terms herein.
Developer agrees that to the extent Developer fails to timely pay all Assessment Area 3C Assessments collected by mailed notice of the District, said unpaid Assessment Area 3C Assessments (including True-Up Payments), may be placed on the tax roll by the District for collection by the Tax Collector pursuant to section 197.3632, Florida Statutes, in any subsequent year.
SECTION 3.	SPECIAL ASSESSMENT REALLOCATION.
Assumptions as to the Assessment Area 3C Assessments. As of the date of the execution of this Agreement, Developer has informed the District that Developer intends to plat Assessment Area 3C into a total of 186 single family lots or 186 Equivalent Residential Units ("ERUs").
Process for Reallocation ofAssessments. The Assessment Area 3C Assessments will be reallocated among Assessment Area 3C as Assessment Area 3C is platted or re-platted (hereinafter referred to as "plat" or "platted"). In connection with such platting of Assessment Area 3C of the District, the Assessment Area 3C Assessments imposed on the lands being platted will be allocated based upon the precise number and type of lots within the area being platted. It is intended that all the Assessment Area 3C Assessments will be assigned to the 186 lots platted in Assessment Area 3C. In furtherance thereof, at such time as Assessment Area 3C is to be platted, Developer covenants that such plat or plats shall be presented to the District. The District shall allocate the Assessment Area 3C Assessments to the number of lots being platted and the

Riverstone Phases 3 + 4/Assessment Area 3C	J
True-Up Agreement

remaining lands in Assessment Area 3C in accordance with the District's Assessment Report and cause such reallocation to be recorded in the District's Improvement Lien Book.
It is or will be an express condition of the liens established by the Assessment Resolutions that any and all plats containing any portion of Assessment Area 3C within the District owned by Developer shall be presented to the District for review and allocation of the Assessment Area 3C Assessments to the lots being platted and the remaining property within Assessment Area 3C in accordance with the Assessment Report ("Reallocation"). Developer covenants to comply with this requirement for the Reallocation. The District agrees that no further action by the Board of Supervisors shall be required. The District's review of the plats shall be limited solely to the Reallocation of Assessment Area 3C Assessments and enforcement of the District's assessment liens. Nothing herein shall in any way operate to or be construed as providing any other plat and plan approval or disapproval powers to the District.
The purpose of the True-Up calculation is to ensure that the bond debt will be able to be assigned to at least 1 86 platted lots within Assessment Area 3C of the District. Thus, at the time of platting of any portion of Assessment Area 3C, or any re-platting thereof, there must be at least 1 86 platted lots in Assessment Area 3C to assign the bond debt to. If not, subject to subsection (v) below, the District would require a True-Up Payment from Developer or the person or entity seeking to file such plat in an amount sufficient to reduce the remaining bond debt to the actual number of lots platted in Assessment Area 3C in the par amount per platted lot as set forth in the Assessment Report.
The True-Up calculation shall be performed at the time any portion of Assessment Area 3C is platted.
If at the time the True-Up calculation is performed, it is determined that less than 186 lots are to be platted within Assessment Area 3C, a True-Up Payment shall become immediately due and payable. Any such True-Up Payment determined to be due by shall be paid in full prior to approval of the plat. Such True-Up Payment shall be in addition to the regular Assessment Area 3C installment payable for Assessment Area 3C. 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, and in all cases, Developer agrees that such payments shall be made in order to ensure the District's timely payment of the debt service obligations on the Assessment Area 3C Bonds. The District shall record all True-Up Payments in its Improvement Lien book. If such True-Up Payment is made at least 45 days prior to an interest payment date on the Assessment Area 3C Bonds, Developer shall include accrued interest as part of the True-Up Payment to such interest payment date. If such True-Up Payment becomes due within 45 days of the next interest payment date, accrued interest shall be calculated to the next succeeding interest payment date.
The foregoing is based on the District's understanding with Developer that at least 1 86 ERUs will be assigned to Assessment Area 3C, as identified in the Assessment Report and Engineer's Report. However, the District agrees that nothing herein prohibits more or Jess than the number of ERUs to be assigned to Assessment Area 3C. In the event

Riverstone Phases 3 + 4/Assessment Area 3C	4
True-Up Agreement

Developer plats less than 186 lots within Assessment Area 3C, the Developer may either make a True-Up Payment or leave unassigned Assessment Area 3C Assessments on un­ platted lands within Assessment Area 3C, provided the maximum debt allocation per developable acre as set forth in the Assessment Resolution is not exceeded. In no event shall the District collect Assessment Area 3C Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the Assessment Area 3C Project, including all costs of financing and interest. The District, however, may collect Assessment Area 3C Assessments in excess of the annual debt service related to the Assessment Area 3C Project, including all costs of financing and interest, which shall be applied to prepay the Assessment Area 3C Bonds. If the strict application of the True-Up methodology to any Reallocation for any plat pursuant to this paragraph would result in Assessment Area 3C Assessments collected in excess of the District's total debt service obligation for the Assessment Area 3C Project, the District agrees to take appropriate action by resolution to equitably Reallocate the assessments.
SECTION 4. ENFORCEMENT. This Agreement is intended to be an additional method of enforcement of Developer's obligation to pay the Assessment Area 3C Assessments and to abide by the requirements of the Reallocation of Assessment Area 3C Assessments, including the making of the True-Up Payment, if any, as set forth in the Assessment Resolutions. A default by any Party under this Agreement shall entitle any other Party to all remedies available at law or in equity, but excluding special, consequential or punitive damages.

SECTION 5. RECOVERY OF COSTS AND FEES. In the event any Party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys' fees and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings.

SECTION 6. NOTICE. All notices, requests, consents and other communications hereunder ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, by overnight delivery service, or electronic or hand delivered to the Parties, as follows:

If to the District:

With a copy to:

Riverstone Phases 3 + 4/Assessment Area 3C True-Up Agreement

Towne Park Community Development District 1205 l Corporate Boulevard
Orlando, Florida 328 17 Attn: District Manager

Hopping Green & Sams, P.A.
1 19 South Monroe Street, Suite 300 Post Office Box 6526
Tallahassee, Florida 323 14 Attn: Roy Van Wyk

5

If to Developer:

With a copy to:

Highland Sumner, LLC c/o Heath Construction and Management, LLC 346 East Central Avenue Lakeland, Florida 33880 Attn: Warren K. Heath II

Straughn & Turner, P.A. 255 Magnolia Avenue SW Lakeland, Florida 33880 Attn: Richard E. Straughn

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

Notwithstanding the foregoing, to the extent Florida law requires notice to enforce the collection of any assessments placed on Assessment Area 3C by the District, then the provision of such notice shall be in lieu of any additional notice required by this Agreement.

SECTION 7.	ASSIGNMENT.
Developer may not assign its duties or obligations under this Agreement except in accordance with the terms of Section 7(C) below. This Agreement shall constitute a covenant running with title to all or any portion of Assessment Area 3C, binding upon Developer and its successors and assigns including, without limitation, any purchaser and its successors and assigns as to Assessment Area 3C or portions thereof, and any transferee of any portion of Assessment Area 3C, but shall not be binding upon transferees permitted by Sections 7(B)(i), (ii) or (iii) below.
No portion of Assessment Area 3C may be transferred to any third party without complying with the terms of Section 7(C) below, other than:

Platted and fully-developed lots to homebuilders restricted from re-platting.
Platted and fully-developed lots to end users.

Riverstone Phases 3 + 4/Assessment Area 3C	6
True-Up Agreement

Portions of Assessment Area 3C exempt from debt special assessments or to be dedicated to the City, County, the District, or other governmental agencies.

Any transfer of any portion of Assessment Area 3C pursuant to subsections (i), (ii) or (iii) of this Section 7(8), shall constitute an automatic release of such portion of Assessment Area 3C from the scope and effect of this Agreement.

Developer shall not transfer any portion of Assessment Area 3C to any third party, except as permitted by Sections 7(B)(i), (ii) or (iii) above, without satisfying the following conditions ("Transfer Conditions"):
delivering a recorded copy of this Agreement to such third party; and
satisfying any True-Up Payment that results from a True-Up analysis that
will be performed by the District Manager prior and as a condition to such transfer.

Any transfer that is consummated pursuant to this Section 7(C) shall operate as a release of Developer from its obligations under this Agreement as to such portion of Assessment Area 3C only arising from and after the date of such transfer and satisfaction of all of the Transfer Conditions including payment of any True-Up Payment due pursuant to subsection 7(C)(ii) above, and the transferee shall be deemed to have assumed Developer's obligations in accordance herewith and shall be deemed the "Developer" from and after such transfer for all purposes as to such portion of Assessment Area 3C so transferred.

SECTION 8. AMENDMENT. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter discussed herein and may be modified in writing only by the mutual agreement of all Parties. This Agreement may not be amended without the prior written consent of the Trustee on behalf and acting at the direction of the bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area 3C Bonds then outstanding with regard to amendments having a material effect on the District's ability to pay debt service on the Assessment Area 3C Bonds.

SECTION 9. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Developer, both the District and Developer have complied with all the requirements of law, and both the District and Developer have full power and authority to comply with the terms and provisions of this Agreement.

SECTION 10. TERMINATION. This Agreement shall continue in effect until it is rescinded in writing by the mutual assent of each Party, provided, however, that this Agreement and the covenants contained herein may not be terminated or released prior to platting and development of all Assessment Area 3C without the prior written consent of the Trustee on behalf and acting at the direction of bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area 3C Bonds then outstanding with regard to amendments having a material effect on the District's ability to pay debt service on the Assessment Area 3C Bonds.

Riverstone Phases 3 + 4/Assessment Area 3C	7
True-Up Agreement

SECTION 11. NEGOTIATION AT ARM'S LENGTH. This Agreement has been negotiated fully between the Parties as an arm's length transaction. The Parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, The Parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against either Party.

SECTION 12. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Except as provided in the immediately succeeding sentence, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and Developer any right, remedy or claim under or by reason of this Agreement or any provisions or conditions of this Agreement; and all of the provisions, representations, covenants and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and Developer and their respective representatives, successors and assigns. Notwithstanding anything herein to the contrary, the Trustee for the Assessment Area 3C Bonds, on behalf of the owners of the Assessment Area 3C Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall be entitled to enforce Developer's obligations hereunder. The Trustee shall not be deemed to have assumed any obligations hereunder.

SECTION 13.	LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement
shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 14. APPLICABLE LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted, and controlled according to the laws of the State of Florida. Each Party consents that the exclusive venue for any litigation arising out of or related to this Agreement shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.

SECTION 15. PUBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and may require treatment as such in accordance with Florida law.

SECTION 16. EXECUTION IN COUNTERPARTS. This instrument may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

Riverstone Phases 3 + 4/Assessment Area 3C	8
True-Up Agreement

SECTION 17. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.
SECTION 18. EFFECTIVE DATE. This Agreement shall become effective after execution by the Parties hereto on the date reflected above.
[Remainder ofthis page left intentionally blank]

Riverstone Phases 3 + 4/Assessment Area 3C	9
True-Up Agreement

IN WITNESS WHEREOF, Developer and District have caused this Agreement to be executed and delivered on the day and year first written above.

WITNESSES:

[Print Name]

[Print Name]

STATE OF FLORIDA
COUNTY OF  	

HIGHLAND SUMNER, LLC,
a Florida limited liability company By: Heath Construction and Management, LLC.
Its: Manager

Warren K. "Rennie" Heath II, Manager

The foregoing instrument was acknowledged before me this _ day of	, 2019,
by Warren K. "Rennie" Heath II, as Manager of Heath Construction and Management, LLC,
Manager  of  Highland  Sumner,  LLC.  He  is  personally  known  to  me  or has produced
(type of identification) as identification.

NOTARY PUBLIC, STATE OF FLORIDA

(Print, Type or Stamp Commissioned Name of Notary Public)

Riverstone Phases 3 + 4/Assessment Area 3C	10
True-Up Agreement

WITNESSES:

[Print Name]

[Print Name]

STATE OF FLORIDA COUNTY OF

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

Joel Adams
Chairperson, Board of Supervisors

The foregoing instrument was acknowledged before me this _ day of	, 2019,
by D. Joel Adams, as Chairperson of the Board of Supervisors of the Towne Park Community Development	District.	He	1s	personally	known	to	me	or	has	produced
(type of identification) as identification.

NOTARY PUBLIC, S TATE OF FLORIDA

(Print, Type or Stamp Commissioned Name of Notary Public)

Exhibit A: Composite Exhibit B:

Legal Description of Assessment Area 3C
Preliminary Engineer's Report dated November 2014, as amended by that First Amendment to the Master Engineer's Report dated March 2018, and supplemented by that Fourth Supplemental Engineer's Report Phase JC (Assessment Area JC) dated September 2019

Riverstone Phases 3 + 4/Assessment Area 3C	I I 
True-Up Agreement

EXHIBIT A • LEGAL DESCRIPTION OF ASSESSMENT AREA 3C

A PARCEL OF LANO LYING IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COUNlY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE COMMENCE AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SECTION 17 AND PROCEED S g9• 51' 12,; W, ALONG THE NORTH BOUNDARY THEREOF, A DtSTANC� OF
374.34 FEET; THENCE S ()IY 08' 48" £, LEAVING SAID SOUNDARY, A DISTANCE OF 678.08 FEET; THENCE S 27" 34' 01" W, A DISTANCE OF 1061.39 FEET; THENCE S 27• 34' or w, A DISTANCE OF 738 18 FEET;
THENCE S 10· 51' 19'' E, A o,sTANCE OF 314.09 FEET TO THE POINTOF BEGJNNING: SAID POINT ALSO BEING THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHEASTERLV, HAVING A RADIUS OF 1500.00 FEET AND A CHORD WHICH BEARS N 82" 36' 05" E, A DISTANCE OF 180.88 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 180.99 FEET TO A POINT ON THE WEST BOUNDARY OF RIVERSTONE PHASE 1 AS RECORDED IN PLAT BOOK � PAGE _ AS RECORDED IN THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA, ANO THE END OF SAID CURVE; THENCE S or 24' 26� E, ALONGSAID WEST BOUNDARY, A DISTANCE OF 107,02 FEET; THENCE S ST 06' 19ff E, A DISTANCE OF 41,73 FEET; THENCE S 35• 46' 00" E, A DISTANCE OF 71.18 FEET; THENCE S ss· 11' 15" E. A DISTANCE OF
64.74 FEET; THENCE S 66° 12' 14" E, A DISTANCE OF 85.88 FEET; THENCE S 54• 52' 43" E, A DISTANCE OF
76.29 FEET; THENCE S 32° 54' 53fl E, A DISTANCE OF 93.st; FEET; THENCE S sr 10' 54" E, A DISTANCE OF
121.62 FEET; TH[NCE S 36° 38' 50'' E, A DISTANCE OF 112.29 FEET; THENCE S 43•02' 12" E, A DISTANCE OF 94.82 FEET; THENCE S 45,• 00' 49 ' E, A DISTANCE OF 107.83 FEET; THENCE S 75• 58' 12" E, A DISTANCE OF 38.12 FEET; THENCE N 90" 00' 00" E, A DISTANCE OF 78.58 FEET; THENCE S 70" 58' 52� E, A DISTANCE OF 70.89 FEET; THENCE S 49• 11' 53" E, A DISTANCE OF 67.17 FEET; THENCE S 53• 08' 34" E, A DISTANCE OF 92.43 FEET; THENCE S 71° 34' 19" E, A DISTANCE OF 52,80 FEET TO A POINT ON THE EAST BOUNDARY OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAJD SECTION 17; THENCE S oo• 19' 37" E, ALONG SAID EAST BOUNOARV, A DISTANCE OF 649.39 FEET TO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89" 57' 22" W, ALONG THE SOUTH BOUNDARY THEREOF, A DISTANCE OF 829.49 FEET; THENCE S oo• 19' 59" E, LEAVfNG SAID SOUTH BOUNDARY, A DISTANCE OF 1311.27 FEET TO A POINT ON THE NORTtl RIGHT-OF-WAY LINE OF EWfLL ROAD AS DEDICATED PER OFFICIAL RECORDS BOOK 1222, PAGE 260 OF THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA; THENCE S s9• 52' 52" W, ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF
FEET; THENCE N oo• 08' 19" W, LEAVING SAID RIGHT-OF-WAY LINE, A DISTANCE OF 208.95 FEET; THENCE S 89° 52' 33" W, A DISTANCE OF 208.51 FEIT; THENCE N oo• 09' 35" W, A DISTANCE OF 1098.79 FEET TO A POINT ON THE SOUTH BOUNDARY OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89" 58' 54" W, ALONG SAID SOUTH BOUNDARY, A DISTANCE OF 997.83 FEET TO 11-tE SOUTHWEST CORNER THEREOF; lliENCE N oo• 20' 23" W, ALONG THE WEST BOUNDARY OF SAID NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 17, A DISTANCE OF 1058.19 FEET; THENCE N 89°
39' 37" E, LEAVING SAID WEST BOUNDARY, A DISTANCE OF 276.81 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1040.00 FEET AND A CHORD WHICH BEARS N 72• 59' 48" E, A DISTANCE OF 596.44 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 604.93 FEET TO A POINT OF CURVATURE OF A REVERSE CURVE COMPOUND CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1055.00 FEET AND A CHORD WHICH BEARS N 64" OS' 10" E, A DISTANCE OF 284.64 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 285.51 FEET TO A POINT OF TANGENCY; THENCE N 71• SO' 20" E, A DISTANCE OF 209.83 FEETTOA POINT OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1S00,00 FEET ANO A CHORD WHICH BEARS N 75• 29' 31'' E, A DISTANCE OF 191.14 FEET; THENCE ALONG THE ARC OF SAID CURVETO THE RIGHT, A DISTANCE OF 191.27 FEET TO THE POINT OF BEGINNING.
THE ABOVE PARCEL CONTAIN1NG 93.69 ACRES, MORE OR LESS

Riverstone Phases 3 + 4/Assessment Area 3C	l2 
True-Up Agreement

13 

Composite Exhibit B
[Attach]

Riverstone Phases 3 + 4/Assessment Area 3C True-Up Agreement

Towne Park
Community Development District

Acquisition Agreement

AGREEMENT BY AND BETWEEN THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT AND HIGHLAND SUMNER, LLC, REGARDING THE ACQUISITION OF WORK PRODUCT, IMPROVEMENTS, AND REAL PROPERTY
THIS AGREEMENT ("Agreement") is made and entered into this 	day of 	, 201 9, by and between (collectively, the "Parties"):

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 1 90, Florida Statutes, being situated in the City of Lakeland, Polk County, Florida, with a mailing address of c/o PFM Group Consulting, LLC, 1 205 1 Corporate Boulevard, Orlando, Florida 32817 (the "District"); and

HIGHLAND SUMNER, LLC, a Florida limited liability company, the developer and owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Lakeland, Florida 33880, and its successors and assigns (the "Developer").

RECITALS
WHEREAS, the District was established for the purposes of planning, financing, constructing, acquiring, operating and/or maintaining certain public infrastructure, as authorized by Chapter 190, Florida Statutes; and
WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities, and services (the "Improvements") within the District, and the anticipated cost thereof, as described in that certain Preliminary Engineer's Report dated November 2014, as amended by that First Amendment to the Master Engineer's Report dated March 2018, and supplemented by that Fourth Supplemental Engineer's Report Phase JC (Assessment Area JC) dated September 2019 (collectively, the "Engineer's Report"), attached hereto as Composite Exhibit A and incorporated herein by reference; and

WHEREAS, the Developer is the owner and developer of certain lands located within the boundaries of the District known as "Assessment Area 3C" or "Riverstone Phases 3 and 4" within which a portion of the District Improvements will be located (the "Assessment Area 3C Project"); and

WHEREAS, the District intends to finance all or a portion of the Improvements through the anticipated issuance of its Towne Park Community Development District Special Assessment Bonds, Series 2019 (Assessment Area 3C Project) (the "Assessment Area 3C Bonds"); and

WHEREAS, because the Assessment Area 3C Bonds have not yet been issued, the District has not had sufficient monies on hand to allow the District to fund the cost of preparation of the

Riverstone Phases 3 + 4/Assessment Area 3C Acquisition Agreement

necessary surveys, reports, drawings, plans, permits, specifications, and related documents which would allow the timely commencement and completion of construction of the Improvements (the "Work Product"); and

WHEREAS, the District acknowledges the Developer's need to have the Improvements constructed in an expeditious and timely manner in order to develop the Assessment Area 3C Project; and

WHEREAS, the District agrees that it will not have sufficient monies to proceed with either the preparation of the Work Product or the commencement of construction of the Improvements described in Composite Exhibit A until such time as the District has closed on the sale of the Assessment Area 3C Bonds; and

WHEREAS, to avoid a delay in the commencement of the construction of the Improvements, the Developer has advanced, funded, commenced, and completed and/or will complete certain work to enable the District to expeditiously provide the Improvements; and

WHEREAS, the District desires to commence the acquisition of certain Work Product and the Improvements, and accept assignment of certain agreements regarding the same; and

WHEREAS, in conjunction with the acquisition of the Work Product and/or Improvements, the Developer desires to convey to the District interests in real property sufficient to allow the District to own, operate, maintain, construct, or install the Improvements, if any such conveyances are appropriate, and such conveyances shall be in fee simple, perpetual easement, or other interest as may be in the best interests of the District (the "Real Property"); and

WHEREAS, the Developer and the District desire to enter into this Agreement to set forth the process by which the District may acquire the Work Product, Improvements, and/or Real Property.

Now, THEREFORE, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the District and the Developer agree as follows:

SECTION 1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

SECTION 2. WORK PRODUCT. The District agrees to pay the lesser of actual cost incurred by the Developer or fair market value, for preparation of the Work Product in accordance with the provisions ofthis Agreement. The Developer shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Developer for the Work Product. The Parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement on such date as the Parties may jointly agree upon (the "Acquisition Date"). The Parties agree that separate or multiple Acquisition Dates may be established for any portion of the acquisitions contemplated by this Agreement. The District

Riverstone Phases 3 + 4/Assessment Area 3C	2
Acquisition Agreement

Engineer shall review all evidence of cost and shall certify to the District's Board of Supervisors (the "Board") the total actual amount of cost, which, in the District Engineer's sole opinion, is reasonable for the Work Product. The District Engineer's opinion as to cost shall be set forth in an Engineer's Certificate which shall accompany the requisition for the funds from the trustee ("Trustee") for the Assessment Area 3C Bonds. In the event that the Developer disputes the District Engineer's opinion as to cost, the District and the Developer agree to use good faith efforts to resolve such dispute. If the Parties are unable to resolve any such dispute, the Parties agree to jointly select a third-party engineer whose decision as to any such dispute shall be binding upon the Parties. Such decision by a third-party engineer shall be set forth in an Engineer's Affidavit which shall accompany the requisition for the funds from the Trustee. The Parties acknowledge that the Work Product is being acquired for use by the District in connection with the construction of the Improvements.

The Developer agrees to convey to the District, and solely to the extent permitted by the terms of the Work Product, the Work Product upon payment of the sums determined to be acceptable by the District Engineer and approved by the District's Board pursuant to and as set forth in this Agreement.

The Developer agrees to release to the District all right, title, and interest which the Developer may have in and to the above described Work Product, as well as all common law, statutory, and other reserved rights, including all copyrights in the Work Product and extensions and renewals thereof under United States law and throughout the world, and all publication rights and all subsidiary rights and other rights in and to the Work Product in all forms, mediums, and media, now known or hereinafter devised; provided, however, that the District agrees and acknowledges that the Developer shall retain the right, title and interest to use the Work Product, and the District shall grant the Developer a license to use the Work Product to the extent reasonably required by the Developer in connection with the ownership, construction, development, and management of the Assessment Area 3C Project or other lands owned by Developer to which such Work Product pertains. To the extent determined necessary by the District, the Developer shall use commercially reasonable efforts to obtain all releases from any professional providing services in connection with the Work Product to enable the District to use and rely upon the Work Product. Such releases may include, but are not limited to, any architectural, engineering, or other professional services.

Except as otherwise separately agreed by the Parties with respect to any particular acquisition of Work Product, and without intending to modify any of the other terms of this Agreement, any conveyance of Work Product shall be on an "AS-IS" basis, and without any representation or warranty from the Developer to the District in respect thereto.

The Developer agrees to make reasonable good faith efforts, but without imposing any requirement on Developer to pay for additional warranty rights on behalf of the District, to provide or cause to be provided to the District, either by assignment or directly from such third parties as may be necessary and desirable to the mutual satisfaction

Riverslone Phases 3 + 4/Assessment Area 3C	3
Acquisition Agreement

of the Parties hereto, a warranty that the Work Product is fit for the purposes to which it will be put by the District, as contemplated by the Engineer's Report.

The District agrees to allow the Developer access to and use of the Work Product without the payment of any fee by the Developer. However, to the extent the Developer's access to and use of the Work Product causes the District to incur any cost or expense, such as copying costs, the Developer agrees to pay such cost or expense.

SECTION 3. IMPROVEMENTS. The Developer has expended certain funds on behalf of the District relating to the Improvements. The District agrees to acquire or otherwise reimburse the Developer for those portions of the Improvements which have been commenced or completed prior to the issuance of the Assessment Area 3C Bonds. When a portion of the Improvements is ready for conveyance by the Developer to the District, the Developer shall notify the District in writing, describing the nature of the improvement, its general location, and its estimated cost. Developer agrees to provide, at or prior to the Acquisition Date, the following: (i) documentation of actual costs paid; (ii) instruments of conveyance such as special warranty bills of sale or such other instruments as may be reasonably requested by the District; and (iii) any other releases, indemnifications, or documentation as may be reasonably requested by the District. Any real property interests necessary for the functioning of the Improvements to be acquired under this paragraph shall be reviewed and conveyed in accordance with the provisions of Section 5 herein. The District Engineer in consultation with District Counsel shall determine in writing whether the infrastructure to be conveyed is a part of the Improvements contemplated by the Engineer's Report, and if so, shall provide Developer with a list of items necessary to complete the acquisition. Each such acquisition shall also be subject to the engineering review and certification process described in Section 2 above. The District Manager shall determine, in writing, whether the District has, based on the Developer's estimate of cost, sufficient unencumbered funds to acquire the improvement.

All documentation of any acqms1tton (e.g., bills of sale, receipts, maintenance bonds, as-builts, evidence of costs, deeds or easements, etc.) shall be to the reasonable satisfaction of the District. If any item acquired is to be conveyed to a third­ party governmental entity, then the Developer agrees to cooperate and provide such certifications, warranties, representations or other items as may be required by that governmental entity, if any.

The District Engineer shall certify as to the actual cost of any improvement built or constructed by or at the direction of the Developer, and the District shall pay no more than the actual cost incurred, or the fair market value of the improvement, whichever is less, as determined by the District Engineer.

The Developer agrees to cooperate in the transfer of any permits to the District or another governmental entity with maintenance obligations for any Improvements conveyed pursuant to this Agreement.

Riverstone Phases 3 + 4/Assessment Area 3C	4
Acquisition Agreement

Nothing herein shall require the District to accept any Work Product and/or Improvements unless the District Engineer, in his or her professional opinion, is able to certify that, in addition to any other requirements of law: (i) the Work Product and/or Improvements are as set forth in the Engineer's Report; (ii) the price for such Work Product and/or Improvements is equal to or less than each of (a) the cost actually paid to develop and/or install the Work Product and/or Improvements by the Developer and (b) the reasonable fair market value of the Work Product and/or Improvements; (iii) as to Work Product, the Work Product is capable of being used for the purposes intended by the District, and, as to any Improvements, the Improvements were installed in accordance with their specifications, and are capable of performing the functions for which they were intended; and (iv) as to any Improvements, all known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for operations and maintenance responsibilities.

SECTION 4. ASSIGNMENT OF CONTRACTS. The District may accept the assignment of certain contracts. Such acceptance is predicated upon: (i) each contractor providing a bond in the form and manner required by Section 255.05, Florida Statutes, or the Developer providing adequate alternative security in compliance with Section 255.05, Florida Statutes, if required; and
receipt by the District of a release from each general contractor acknowledging each assignment and the validity thereof, acknowledging the furnishing of the bond or other security required by Section 255.05, Florida Statutes, if any, and waiving any and all claims against the District arising as a result of or connected with such assignment. Until such time as the Assessment Area 3C Bonds are actually issued, the Developer agrees to provide such funds as are needed by the District to make all payments for any such assigned contracts when and as needed by the District.

SECTION 5.	CONVEYANCE OF REAL PROPERTY.
Conveyance. In the event that real property interests are to be conveyed by the Developer and acquired by the District in connection with the acquisition of the Improvements, and as mutually agreed upon by the District and the Developer, then in such event, the Developer agrees that it will convey to the District at or prior to the Acquisition Date by a special warranty deed, or non-exclusive easement, as reasonably acceptable to the District together with a metes and bounds or other legal description, the Real Property upon which the Improvements are constructed or which are necessary for the operation and maintenance of, and access to the hnprovements. The Parties agree that in no event shall the purchase price for the Real Property exceed the lesser of the actual cost to the Developer or the value of an appraisal obtained by the District for this purpose. The Parties agree that the purchase price shall not include amounts attributable to the value of improvements on the Real Property and other improvements serving the Real Property that have been, or will be, funded by the District. The District may determine in its reasonable discretion that fee title is not necessary and in such cases shall accept such other interest in the lands upon which the Improvements are constructed as the District deems reasonably acceptable. Such special warranty deed or other instrument shall be subject to a reservation by

Riverstone Phases 3 + 4/Assessment Area 3C	5
Acquisition Agreement

Developer of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related purposes (including, but not limited to, construction traffic relating to the construction of the development) not inconsistent with the District's use, occupation or enjoyment thereof. The Developer shall pay the cost for recording fees and documentary stamps required, ifany, for the conveyance of the lands upon which the Improvements are constructed. The Developer shall be responsible for all truces and assessments levied on the lands upon which the Improvements are constructed until such time as the Developer conveys said lands to the District. At the time of conveyance, the District may require, at Developer's expense, an owner's title insurance policy in a form satisfactory to the District. In the event the title search reveals exceptions to title which render title unmarketable or which, in the District's reasonable discretion, would materially interfere with the District's use ofsuch lands, the District shall not be required to accept such conveyance of Real Property and/or any related Improvements or Work Product.

Boundary or Other Adjustments. Developer and the District agree that reasonable future boundary adjustments may be made as deemed necessary and approved by both Parties in order to accurately describe lands conveyed to the District and lands which remain in Developer's ownership; provided, however, that such future boundary adjustments shall not affect the ability of the Developer to have the lots developed. The Parties agree that any land transfers made to accommodate such adjustments shall be accomplished by donation. However, the party requesting such adjustment shall pay any transaction costs resulting from the adjustment, including but not limited to truces, title insurance, recording fees or other costs.

SECTION 6. TAXES, ASSESSMENTS, AND COSTS.
Taxes and Assessments on Property Being Acquired. The District is an exempt governmental unit acquiring property pursuant to this Agreement for use exclusively for public purposes. Accordingly, in accordance with Florida law, the Developer agrees to place in escrow with the Polk County Tax Collector an amount equal to the current ad valorem taxes and non-ad valorem assessments prorated to the date of transfer of title, based upon the expected assessment and millage rates giving effect to the greatest discount available for early payment.

If and only to the extent the property acquired by the District is subject to ad valorem taxes or non-ad valorem assessments, the Developer agrees to reimburse the District for payment, or pay on its behalf, any and all ad valorem truces and non-ad valorem assessments imposed during the calendar year in which each parcel of property is conveyed.

Nothing in this Agreement shall prevent the District from asserting any rights to challenge any truces or assessments imposed, if any, on any property of the District.

Riverstone Phases 3 + 4/Assessment Area 3C	6
Acquisition Agreement

Notice. The Parties agree to provide notice to the other within ten (10) calendar days of receipt of any notice of potential or actual taxes, assessments, or costs, as a result of any transaction pursuant to this Agreement, or notice of any other taxes assessments or costs imposed on the property acquired by the District as described in Subsection A above. The Developer covenants to make any payments due hereunder in a timely manner in accordance with Florida law. In the event that the Developer fails to make timely payment of any such taxes or costs, the Developer acknowledges the District's right to make such payment. If the District makes such payment, the Developer agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at the maximum rate allowed by law from the date of the payment made by the District.

Tax liability not created. Nothing herein is intended to create or shall create any new or additional tax liability on behalf of the Developer or the District. Furthermore, the Parties reserve all respective rights to challenge, pay under protest, contest or litigate the imposition of any tax, assessment, or cost in good faith they believe is unlawfully or inequitably imposed and agree to cooperate in good faith in the challenge of any such imposition.

SECTION 7.	ACQUISITION IN ADVANCE OF RECEIPT OF PROCEEDS.	The District and
Developer hereby agree that an acquisition by the District may be completed prior to the District obtaining proceeds from the Assessment Area 3C Bonds ("Prior Acquisitions"). The District agrees to pursue the issuance of the Assessment Area 3C Bonds in good faith and, within thirty
days from the issuance of such Assessment Area 3C Bonds, to make payment for any Prior Acquisitions completed pursuant to the terms of this Agreement; provided, however, that in the event Bond Counsel determines that any such Prior Acquisitions are not properly compensable for any reason, including, but not limited to, federal tax restrictions imposed on tax-exempt financing, the District shall not be obligated to make payment for such Prior Acquisitions. Interest shall not accrue on the amounts owed for any Prior Acquisitions. In the event the District does not or cannot issue the Assessment Area 3C Bonds within five (5) years from the date of this Agreement, and, thus does not make payment to the Developer for the Prior Acquisitions, the Parties agree that the District shall have no reimbursement obligation whatsoever. The Developer acknowledges that the District intends to convey some or all of the Improvements to the State of Florida, Polk County and the City of Lakeland and consents to the District's conveyance of such improvements prior to payment for any Prior Acquisitions.

SECTION 8. DEFAULT. A default by either Party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages and/or specific performance, but excluding special, consequential or punitive damages.

SECTION 9. INDEMNIFICATION. For all actions or activities which occur prior to the date of the acquisition of the relevant Real Property, Improvement or Work Product hereunder, the Developer agrees to indemnify and hold harmless the District and its officers, staff, agents and

Riverstone Phases 3 + 4/Assessment Area 3C	7
Acquisition Agreement

employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or claims of any nature arising out of, or in connection with, the use by the Developer, its officers, agents, employees, invitees or affiliates, of the Real Property, Improvement, or Work Product, including litigation or any appellate proceedings with respect thereto, irrespective of the date of the initiation or notice of the claim, suit, etc.; provided, however, that the Developer shall not indemnify the District for a default by the District under this Agreement or the use of such Real Property, Improvement or Work Product by the District, its engineers, employees, contractors, or such persons' or entities' negligence.

SECTION 10. ENFORCEMENT OF AGREEMENT. In the event that any Party is required to enforce this Agreement by court proceedings or otherwise, then the Parties agree that the substantially prevailing party shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys' fees, paralegal fees and expert witness fees, and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 11. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of the agreement between the District and the Developer relating to the subject matter of this Agreement.

SECTION 12. AMENDMENTS. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all Parties, and with regards to amendments having a material effect on the payment of debt service on the Assessment Area 3C Bonds, with the prior written consent of the trustee for the Assessment Area 3C Bonds (the "Trustee") acting at the direction of the holders owning a majority of the aggregate principal amount of the Assessment Area 3C Bonds then outstanding.

SECTION 13. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Developer. The District and the Developer have complied with all the requirements of law. The District and the Developer have full power and authority to comply with the terms and provisions of this Agreement.

SECTION 14. NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, as follows:

If to the District:

With a copy to:

Towne Park Community Development District 1205 1 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

Hopping Green & Sams, P.A.
1 19 South Monroe Street, Suite 300 Post Office Box 6526
Tallahassee, Florida 323 14 

Riverstone Phases 3 + 4/Assessment Area 3C	8
Acquisition Agreement

If to Developer:

With a copy to:

Attn: Roy Van Wyk

Highland Sumner, LLC c/o Heath Construction and Management, LLC 346 East Central Avenue Lakeland, Florida 33880 Attn: Warren K. Heath II

Straughn & Turner, P.A.
255 Magnolia Avenue SW Lakeland, Florida 33880 Attn: Richard E. Straughn

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

SECTION 15. ARM'S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Developer as an arm's length transaction. All Parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all Parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against any Party hereto.

SECTION 16. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns. Notwithstanding the foregoing, nothing in this paragraph shall be construed as impairing or modifying the rights of any holders of Assessment Area 3C Bonds issued by the District for the purpose of acquiring any Work Product, Improvements and/or Real Property. Also, notwithstanding anything herein to the contrary, the Trustee for the

Riverstone Phases 3 + 4/Assessment Area 3C	9
Acquisition Agreement

Assessment Area 3C Bonds, on behalf of the owners of the Assessment Area 3C Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall, acting at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area 3C Bonds then outstanding, be entitled to cause the District to enforce the Developer's obligations hereunder.

SECTION 17. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by either Party only upon the written consent of the other, which consent shall not be unreasonably withheld, and the Trustee acting on behalf of the Bondholders owning a majority of the aggregate principal amount of the Assessment Area 3C Bonds then outstanding. Such consent shall not be required in the event of a sale of the majority of the Assessment Area 3C Project then-owned by the Developer pursuant to which the unaffiliated purchaser agrees to assume any remaining obligations ofthe Developer under this Agreement. Upon the merger, amendment, or name change of the District, the Agreement will be assumed by operation of law by the District's successor in interest and no consent to such assumption shall be required.

SECTION 18. APPLICABLE LAw AND VENUE. This Agreement and the prov1s1ons contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each Party consents that the exclusive venue for any litigation arising out of or related to this Agreement shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.

SECTION 19. EFFECTIVE DATE. This Agreement shall be effective upon its execution by the District and the Developer.

SECTION 20. TERMINATION. This Agreement may be terminated by the District without penalty in the event that the District does not issue its proposed Assessment Area 3C Bonds within five (5) years from the date of this Agreement.

SECTION 21. PuBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and will be treated as such in accordance with Florida law.

SECTION 22. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 23. LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement
shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Riverstone Phases 3 + 4/Assessment Area 3C	10
Acquisition Agreement

SECTION 24. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.
SECTION 25. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.
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Riverstone Phases 3 + 4/Assessment Area 3C	I I 
Acquisition Agreement

IN WITNESS WHEREOF, the Parties execute this Agreement the day and year first written above.

ATTEST:

Secretary/Assistant Secretary

WITNESS:

[Print Name]

Composite Exhibit A:

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

D. Joel Adams
Chairperson, Board of Supervisors

HIGHLAND  SUMNER LLC,
a Florida limited liability company

By: Heath Construction and Management, LLC
Its: Manager

Warren K. ("Rennie") Heath II, Manager

Preliminary Engineer's Report dated November 2014, as amended by that First Amendment to the Master Engineer 's Report dated March 2018, and supplemented by that Fourth Supplemental Engineer's Report Phase JC (Assessment Area JC) dated September 2019

Riverstone Phases 3 + 4/Assessment Area 3C	12 
Acquisition Agreement

Towne Park
Community Development District

Collateral Agreement

This instrument was prepared by and upon recording should be returned to:

Roy Van Wyk, Esq.
Hopping Green & Sams, P.A.
1 19 South Monroe Street, Suite 300 Tallahassee, Florida 3230 I

(This space reserved for Clerk)

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS RELATING TO THE ASSESSMENT AREA 3C PROJECT

THIS  COLLATERAL  ASSIGNMENT  AND  ASSUMPTION  OF  DEVELOPMENT   RIGHTS
RELATING TO THE ASSESSMENT AREA 3C PROJECT ("Assignment") is made this 	day of
 	, 2019, by and between (collectively, the "Parties"):
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Lakeland, Polk County, Florida, with a mailing address of c/o PFM Group Consulting, LLC, 1205 1 Corporate Boulevard, Orlando, Florida 32817 (the "District"), and

HIGHLAND SUMNER, LLC, a Florida limited liability company, the developer and owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Lakeland, Florida 33880, and its successors and assigns (the "Developer").

RECITALS

WHEREAS, Developer is the owner of the real property within the District as more particularly described in Exhibit A, attached hereto and incorporated herein ("Assessment Area 3C"); and

WHEREAS, the District proposes to issue its $ 	Towne Park Community Development District Special Assessment Bonds, Series 2019 (Assessment Area 3C Project) ("Assessment Area 3C Bonds"), to finance certain improvements which will benefit all of Assessment Area 3C; and

WHEREAS, among the security for the repayment of the Assessment Area 3C Bonds are the debt special assessments levied against Assessment Area 3C ("Assessment Area 3C Assessments"); and

Riverstone Phases 3 + 4/Assessment Area 3C Collateral Assignment Agreement

WHEREAS, the Parties intend that Assessment Area 3C will be platted and fully developed into a total of 186 single family residential units ("Lots"), and the Lots will be ultimately owned by homebuilders or end users, unrelated to the Developer or its affiliated entities ("Development Completion"), as contemplated by the Amended and Restated Master Assessment Methodology, dated March 8, 2018, as amended by that Amendment to Amended and Restated Master Assessment Methodology, Series 2019 Bonds (Phase 3C - Riverstone Phases 3 & 4) dated October 2019, as supplemented by that Supplemental Assessment Methodology Report, Series 2019 Bonds (Phase JC - Riverstone Phases 3 & 4) dated October 2019 (collectively, the "Assessment Report"), all of such Lots and associated improvements being referred to herein as the "Development"; and
WHEREAS, the Development, which is being partially financed with the proceeds of the Assessment Area 3C Bonds is described as "Phase 3C" or "Riverstone Phases 3 and 4" in the Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C) dated September 2019 (the "Engineer's Report"), and is referred to as the "Assessment Area 3C Project"; and
WHEREAS, in the event of default in the payment of the Assessment Area 3C Assessments securing the Assessment Area 3C Bonds, or in the payment of a True-Up Obligation (as defined in the Agreement between the Towne Park Community Development District and Highland Sumner, LLC Regarding True-Up as to Assessment Area 3C Assessments, dated 	, 2019), or in the event of any other Event of Default (as defined herein), the District requires, in addition to the remedies afforded the District under the Master Trust Indenture dated as of June 1, 2016 (the "Master Indenture"), as supplemented by that Fifth Supplemental Trust Indenture dated as of December 1, 2019 (the "Fourth Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), pursuant to which the Assessment Area 3C Bonds are being issued, and the other Agreements being entered into by Developer concurrent herewith with respect to the Assessment Area 3C Bonds and the Assessment Area 3C Assessments (the Indentures and Agreements being referred to collectively as (the "Bond Documents"), and such remedies being referred to collectively as (the "Remedial Rights"), certain remedies with respect to the Development Rights (defined below) in order to complete or enable a third party to complete development of the Assessment Area 3C Project.
Now, THEREFORE, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.
COLLATERAL ASSIGNMENT.
Subject to the terms and conditions of this Assignment, Developer hereby collaterally assigns to the District, to the extent assignable, all of Developer's development rights, permits, entitlements and work product relating to development of Assessment Area 3C Project, and Developer's rights as declarant of any property owner

Riverstone Phases 3 + 4/Assessment Area 3C	2
Collateral Assignment Agreement

or homeowner association with respect to Assessment Area 3C Project (collectively, the "Development Rights"), as security for Developer's payment and performance of all of its obligations arising under the Bond Documents, including, without limitation, payment of the Assessment Area 3C Assessments levied against the Assessment Area 3C Project that is owned by Developer, its successors and assigns, and any True-Up Obligation. The Development Rights shall include, without limitation, the items listed in subsections (i) through (viii) below as they pertain to development of the Assessment Area 3C Project, but shall specifically exclude any portion of the Development Rights which relate solely to (x) Lots which have been or are conveyed to homebuilders unaffiliated with the Developer or homebuyers effective as of such conveyance, or (y) any portion of Assessment Area 3C Project which has been transferred, dedicated and/or conveyed, or is in the future conveyed, to the City of Lakeland, Florida (the "City"), the District, any utility provider, governmental or quasi-governmental entity, any homeowner's or property owner's association or other governing entity or association as may be required by applicable permits, approvals, plats or entitlements or regulations affecting the District, if any, in each case effective as of such transfer, conveyance and/or dedication, as applicable:

Zoning approvals, density approvals and entitlements, concurrency and capacity certificates, and development assignments;
Engineering and construction plans and specifications for grading, roadways, site drainage, storm water drainage, signage, water distribution, waste water collection, recreational facilities and other improvements;
Preliminary and final site plans and plats;
Architectural plans and specifications for recreational buildings and other improvements to the developable property within the District;
Permits, approvals, resolutions, variances, licenses, and franchises granted by governmental authorities, or any of their respective agencies, for or affecting the Assessment Area 3C Project or the construction of improvements within Assessment Area 3C Project, or off-site to the extent such off-site improvements are necessary or required to complete the Assessment Area 3C Project;
Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the construction of the Assessment Area 3C Project or the construction of improvements within Assessment Area 3C Project;
All prepaid impact fees and impact fee credits; and

Riverstone Phases 3 + 4/Assessment Area 3C	3
Collateral Assignment Agreement

All future creations, changes, extensions, revisions, modifications, substitutions, and replacements of any of the foregoing.
This Assignment is not intended to and shall not impair or interfere with the development of the Assessment Area 3C Project, including, without limitation, Developer's contracts with homebuilders, if any, and end users (collectively, "Sales Contracts"), and shall only be inchoate and shall become an effective and absolute assignment and assumption of the Development Rights, from time to time, only upon the District's exercise of its rights hereunder upon a failure of Developer to pay the Assessment Area 3C Assessments levied against the portion of Assessment Area 3C owned by Developer, from time to time, failure of Developer to satisfy a True-Up Obligation, or any other Event of Default hereunder. The District shall not be deemed to have assumed any obligations associated with the Development Rights unless and until the District exercises its rights under this Assignment, and then only to the extent of such exercise.

that:

If this Assignment has not become absolute, it shall automatically terminate upon the earliest to occur of the following events: (i) payment in full of the principal and interest associated with the Assessment Area 3C Bonds; (ii) Development Completion; (iii) transfer of any Development Rights to the City, the State, the District, any utility provider, any other governmental or quasi-governmental entity, or any homeowners' or property owner's association but only to the extent of such transfer; or
(iv) transfer of any portion of Assessment Area 3C Project to an unaffiliated homebuilder or end user but only as to such portion transferred, from time to time.

WARRANTIES BY DEVELOPER. Developer represents and warrants to the District

Developer is not prohibited under any agreement with any other person or under any judgment or decree from the execution, delivery and performance of this Assignment.

No action has been brought or threatened which would in any way interfere with the right of Developer to execute this Assignment and perform all of Developer's obligations herein contained.

Any transfer, conveyance or sale of the Assessment Area 3C Project shall subject any and all affiliates or successors-in-interest of Developer as to the Assessment Area 3C Project or any portion thereof, to this Assignment to the extent of the portion of the Assessment Area 3C Project so conveyed, except to the extent described in Section 2 above.

COVENANTS.	Developer covenants with the District that for so long as this Assignment shall remain in effect pursuant to the terms hereof:

Riverstone Phases 3 + 4/Assessment Area 3C	4
Collateral Assignment Agreement

Developer will use reasonable, good faith efforts to (i) fulfill, perform, and observe each and every material condition and covenant of Developer relating to the Development Rights, and (ii) give notice to District of any default with respect to any of the Development Rights.

The Development Rights include all of Developer's rights to modify the Development Rights, to terminate the Development Rights, and to waive or release the performance or observance of any obligation or condition of the Development Rights; provided, however, that this Assignment does not and shall not (i) pertain to lands outside of the District not relating or necessary to development of the Assessment Area 3C Project, or (ii) limit Developer's right, from time to time, to modify, waive or release the Development Rights, subject to Section 4(c) below and Developer's obligations under the Bond Documents.

Developer agrees not to take any action that would decrease the development entitlements to a level below the amount necessary to support the then­ outstanding Assessment Area 3C Assessments or would materially impair or impede the ability to achieve Development Completion.

EVENTS OF DEFAULT. Any breach of Developer's warranties contained in Section 3 hereof, any breach of covenants contained in Section 4 hereof which is not cured within sixty
(60) days after receipt of written notice thereof, or any breach of Developer under any other Bond Documents, which default is not cured within any applicable cure period, will constitute an "Event of Default", under this Assignment.

REMEDIES UPON DEFAULT. Upon an Event of Default, or the transfer of title to any portion of Assessment Area 3C Project owned by Developer to the District or its designee pursuant to a judgment of foreclosure entered by a court of competent jurisdiction or a deed in lieu of foreclosure to the District or its designee or the acquisition of title to such property through the sale of tax certificates, the District may, as the District's sole and exclusive remedies under this Assignment, take any or all of the following actions, at the District's option:

Perform or cause to be performed any and all obligations of Developer relating to the Development Rights and exercise or cause to be exercised any and all rights of Developer therein as fully as Developer could;

Initiate, appear in, or defend any action arising out of or affecting the Development Rights; and,

Further assign any and all of the Development Rights to a third party acquiring title to the Assessment Area 3C Project or any portion thereof from the District or at a District foreclosure sale.

AUTHORIZATION IN EVENT OF DEFAULT. In the Event of Default, Developer does hereby authorize and shall direct any party to any agreements relating to the Development

Riverstone Phases 3 + 4/Assessment Area 3C	5
Collateral Assignment Agreement

Rights to tender performance thereunder to the District upon written notice and request from the District. Any such performance in favor of the District shall constitute a full release and discharge to the extent of such performance as fully as though made directly to Developer. Notwithstanding the foregoing or anything to the contrary set forth in this Assignment, no exercise by the District or the District's rights under this Assignment shall operate to release Developer from its obligations under this Assignment.

ATTORNEYS' FEES AND COSTS. In the event that any Party is required to enforce this Assignment by court proceedings or otherwise, then the Parties agree that the substantially prevailing party shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AUTHORIZATION. The execution of this Assignment has been duly authorized by the appropriate body or official of the Parties; the Parties have complied with all the requirements of law; and the Parties have full power and authority to comply with the terms and provisions of this instrument.

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

Ifto the District:

With a copy to:

If to Developer:

With a copy to:

Towne Park Community Development District 1205 1 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

Hopping Green & Sams, P.A.
1 19 South Monroe Street, Suite 300 Post Office Box 6526
Tallahassee, Florida 323 14 Attn: Roy Van Wyk

Highland Sumner, LLC c/o Heath Construction and Management, LLC 346 East Central Avenue Lakeland, Florida 33880 Attn: Warren K. Heath II

Straughn & Turner, P.A.
255 Magnolia Avenue SW Lakeland, Florida 33880 Attn: Richard E. Straughn

Riverstone Phases 3 + 4/Assessment Area 3C	6
Collateral Assignment Agreement

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

1 1 . ARM'S LENGTH TRANSACTION. This Assignment has been negotiated fully between the Parties as an arm's length transaction. Both Parties participated fully in the preparation of this Assignment and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Assignment, both Parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.

THIRD PARTY BENEFICIARIES. The Parties hereto agree that the trustee under the Indenture ("Trustee"), on behalf of the bondholders, shall be a direct third-party beneficiary of the terms and conditions of this Assignment and entitled to enforce Developer's obligations hereunder at the direction of the bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area 3C Bonds then outstanding. The Trustee shall not be deemed by virtue of this Assignment to have assumed any obligations or duties.

AMENDMENT. This Assignment may be amended by an instrument in writing executed by all of the Parties hereto, but only with the written consent of the Trustee acting at the direction of bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area 3C Bonds then outstanding with respect to amendments having a material effect on the District's ability to pay debt service on the Assessment Area 3C Bonds.

. MISCELLANEOUS. Unless the context requires otherwise, whenever used herein, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. The terms "person" and "party" shall include individuals, firms, associations, joint ventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups and combinations. Titles of paragraphs contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of this Assignment or the intent of any provisions hereunder. This Assignment shall be construed under Florida law.

APPLICABLE LAW AND VENUE. This Assignment and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida.

7

Riverstone Phases 3 + 4/Assessment Area 3C Collateral Assignment Agreement

Each party consents that the exclusive venue for any litigation arising out of or related to this Assignment shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.

PUBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Assignment may be public records and treated as such in accordance with Florida law.

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

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

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

COUNTERPARTS. This instrument may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original. and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

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Riverstone Phases 3 + 4/Assessment Area 3C	8
Collateral Assignment Agreement

IN WITNESS WHEREOF, Developer and the District have caused this Assignment to be executed and delivered on the day and year first written above.

WITNESSES:

[Print Name]

[Print Name]

STATE OF FLORIDA COUNTY OF

HIGHLAND SUMNER, LLC,
a Florida limited liability company By: Heath Construction and Management, LLC
Its: Manager

Warren K. ("Rennie") Heath II, Manager

The foregoing instrument was acknowledged before me this _ day of
2019, by Warren K. ("Rennie") Heath II, as Manager of Heath Construction and Management, LLC, Manager of Highland Sumner, LLC. He is personally known to me or has produced
_ (type of identification) as identification.

NOTARY PUBLIC, STATE OF FLORIDA

(Print, Type or Stamp Commissioned Name of Notary Public)

Riverstone Phases 3 + 4/Assessment Area 3C	9
Collateral Assignment Agreement

WITNESSES:

[Print Name]

[Print Name]

STATE OF FLORIDA COUNTY OF

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

D. Joel Adams
Chairperson, Board of Supervisors

The foregoing instrument was acknowledged before me this _ day of	,
2019, by D. Joel Adams, as Chairperson of the Board of Supervisors of the Towne Park Community Development District.	He  is personally known	to  me  or  has produced
(type of identification) as identification.

NOTARY PUBLIC, STATE OF FLORIDA

(Print, Type or Stamp Commissioned Name of Notary Public)

Exhibit A:	Legal Description of the Assessment Area 3C

Riverstone Phases 3 + 4/Assessment Area 3C	10
Collateral Assignment Agreement

EXHIBIT A
Legal Description of Assessment Area 3C

A PARCEL OF LAND LYING IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLI< COUNTY, FLORIDA, BEING MORE PAR:TICULARLY DESCRIBED AS FOLLOWS:
FOR A POlm OF REFERENCE COMM EN� AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAIO SECTION 17 AND PROCEED S gg• 51' 12" W, ALONG THE NORTH BOUNDARY THEREOF, A DISTANCE OF
374.34 FEET; THENCE S oo· OB' 488 E, LEAVING SAID BOUNDARY, A DISTANCE OF �78.08 FEET; THENCE S 21• 34' 01" W, A DISTANCE OF 1061.39 FEET; THENCE S 27" .34' 01• W, A DISTANCE OF 738 18 FEIT;
THENCE S 10" Sl' 19� E, A 01sTANCE OF 314.09 FEET TO THE f21t.i!.Qi l£SJ.!I'!fillffi; SAID POINT ALSO BEING THE BEGINtflNG OF A NON-TANGENTIAL CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1500.00 FEET AND A CHORD WHICH BEARS N 82" 36' os� E, A DISTANCE OF 180.88 FEET; THENCE ALONG THE AACOF SAID CURVE TO THE RIGt-lT, A DISTANCE OF 180.99 FEET TO A POINT ON THE WEST BOUNDARY OF RIVERSTONE PHASE l AS RECORDED IN PLAT BOOK � PAGE _ AS RECORDED IN THE PUBLIC RECORDS OF POLI< COUNTY, FLORIDA, ANO THE END OF SAID CURVE; THENCE S or 24' 268 E, ALONG SAID WEST BOUNDARY, A DISTANCE OF 107.02 FEET; THENCE S ST06' 19• E, A DISTANCE OF 41 73 FEET; THENCE S 35• 46' 00" E, A DISTANCE OF 71.18 FEIT; THENCE S 55• 11' 15n E, A DISTANCE m
64.74 FEET; THENCE S 66°  12' 14� E, A DISTANCE OF 85.88 FEET; THENCE S S4" 52' 43" E, A DISTANCE OF
76.29 FEET; THENCE S 32• 54' 53" E, A DISTANCE OF 93.S6 FEET; THENCE S 51" 10' S4" E, A DISTANCE OF

oo•

121.62 FEET; THENCE S 36• 38' 50" E, A DISTANCE OF 112.29 FEET; THENCE S 43• 02' 12• E, A DISTANCE OF 94.82 FEET; THENCE S 45" 00' 49" E, A DISTANCE OF 107.83 FEET; THENCE S 75• 58' 12" E, A DISTANCE OF 38.12 FEIT; THENCE N 90"' 001 00'' E, A DISTANCE OF 78.58 FEET; THENCE S 70° 58' 52" E, A DISTANCE OF 70.89 FEET; THENCE S 49° 11' 53" E, A DISTANCE OF 67.17 FEET; THENCE S 53• 08' 34" E, A DISTANCE OF 92.43 FEET; THENCE S 71° 341 19" E, A DISTANCE OF 52.80 FEET TO A POINT ON THE EAST BOUNDARY OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE S oo• 19' 37" E, ALONG SAID EAST BOUNDARY, A DISTANCE OF 649.39 FEET TO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89" 57' 22n W, ALONG THE SOUTH BOUNDARY THEREOF, A DISTANCE OF 829.49 FEET; THENCE S oo• 19' 59" E, LEAVING SAID SOUTH BOUNDARY, A DISTANCE OF 1311.27 FEET TO A POJNT ON THE NORTH RIGHT·OF•WAY LINE OF EWELL ROAD AS DEDICATED PER OFFICIAL RECORDS BOOK 1222, PAGE 260 OF THE PUBLIC RECORDS OF POLI< COUNTY, FLORIDA; THENCE S 89' 52' S2" W, ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF

oo·

620.85 FEET; THENCE N	08' 19" W, LEAVING SAID RIGHT-OF-WAY UNf, A DISTANCE OF 208.95 FEIT; THENCE s sg• 52' 33" w. A DISTANCE OF 208.51 FEET; THENCE N	09' 35" w, A DISTANCE OF 1098.79 FEET TO A POINT ON THE SOUTH BOUNDARY OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89" 58' 54" W, ALONG SAID SOUTH BOUNDARY, A DISTANCE OF 997.83 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE N oo• 20' 23" W, ALONG THE WEST BOUNDARY OF SAID NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 17, A DISTANCE OF 1058.19 FE.ET; THENCE N sg• 39' 37" E, LEAVING SAID WEST BOUNDARY, A DISTANCE OF 276.81 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1040.00 FEET AND A CHORD WHICH SEARS N 72• 59' 48" E, A DISTANCE OF 596.44 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 604.93 FEET TO A POINT OF CURVATURE OF A REVERSE CURVE COMPOUND CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1055.00 FEET AND A CHORD WHICI-I BEARS N 64• 05' 10� E, A DISTANCE OF 284.64 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 285.51 FEET TO A POINT OF TANGENCY; THENCE N 71• SO' 20" E. A DISTANCE OF 209.83 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RAOJUS OF 1500.00 FEET AND A CHORD WHICH BEARS N 75• 29' 31" E, A DISTANCE OF 191.14 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 191.27 FEET TO THE POINT OF BEGINNING.
THE ABOVE PARCEL CONTAINING 93.69 ACRES, MORE OR LESS

Riverstone Phases 3 + 4/Assessment Area 3C	l l 
Collateral Assignment Agreement

Towne Park
Community Development District

Completion Agreement

AGREEMENT BY AND BETWEEN THE
TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT AND HIGHLAND SUMNER, LLC, REGARDING THE COMPLETION OF CERTAIN IMPROVEMENTS

THIS AGREEMENT ("Agreement") is made and entered  into this   	
2019, by and between (collectively, the "Parties"):

day of  	

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Lakeland, Polk County, Florida, with a mailing address of c/o PFM Group Consulting LLC, 1205 1 Corporate Boulevard, Orlando, Florida 32817 (the "District"), and

HIGHLAND SUMNER, LLC, a Florida limited liability company, the developer and owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Lakeland, Florida 33880, and its successors and assigns (the "Developer").

RECITALS
WHEREAS, the District was established by an ordinance adopted by the City Commission of the City of Lakeland, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, operating and/or maintaining certain infrastructure, including stormwater management facilities, water and sewer utilities, roadways, irrigation, off-site improvements, landscape and hardscape, street lighting, parks and recreation, and other infrastructure within or without the boundaries of the District; and

WHEREAS, Developer is the owner and developer of a portion of the lands within the District ("Assessment Area 3C"), described in Exhibit A, which will be subject to the proposed issuance of the Assessment Area 3C Bonds, defined herein; and

WHEREAS, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services as described in the Preliminary Engineer's Report dated November 2014, as amended by that First Amendment to the Master Engineer's Report dated March 2018, and supplemented by that Fourth Supplemental Engineer's Report Phase 3C (Assessment Area 3C) dated September 2019, attached to this Agreement as Composite Exhibit B ("Improvements"), and the estimated

Riverstone Phases 3 + 4/Assessment Area 3C Completion Agreement

costs of the Improvements, described as "Phase 3C" or "Riverstone Phases 3 + 4" in the Engineer's Report (the "Assessment Area 3C Project"), are identified therein; and

WHEREAS, the District has imposed special assessments on Assessment Area 3C within the District (the "Assessment Area 3C Assessments"), to secure financing for a portion of the construction of the Assessment Area 3C Project described in Composite Exhibit B, and has validated $50,000,000 in special assessment bonds to fund the planning, design, permitting, construction and/or acquisition of Improvements including a portion of the Assessment Area 3C Project; and

WHEREAS, the District intends to finance all or a portion of the Assessment Area 3C Project through the anticipated issuance of its Towne Park Community Development District Special Assessment Bonds, Series 2019 (Assessment Area 3C Project), in the principal amount of
$	(the "Assessment Area 3C Bonds"); and

WHEREAS, Developer has requested that the District limit the amount of Assessment Area
3C Assessments imposed upon Assessment Area 3C by allowing the Developer to directly fund a portion of the Assessment Area 3C Project; and

WHEREAS, Developer has agreed to complete or cause funds to be provided to the District to complete the portion of the Assessment Area 3C Project, as set forth in the Engineer's Report, not funded by proceeds of the Assessment Area 3C Bonds; and

WHEREAS, in consideration of the District limiting the amount of Assessment Area 3C Assessments on Assessment Area 3C, Developer has requested that the District enter into this Agreement and to provide the terms and conditions under which the Assessment Area 3C Project shall be completed; and

WHEREAS, in order to ensure that the Assessment Area 3C Project is completed and funding is available in a timely manner to provide for its completion, Developer and the District
hereby  agree that the  District  will  be obligated  to issue no more than $.	in
Assessment Area 3C Bonds to fund the Assessment Area 3C Project and Developer will complete or will make provision for additional funds that may be needed in the future for the completion of the Assessment Area 3C Project, over and above the amount of the Assessment Area 3C Bonds including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs.

Now, THEREFORE, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

Riverstone Phases 3 + 4/Assessment Area 3C
Completion Agreement	2

COMPLETION OF IMPROVEMENTS. Developer and the District agree and acknowledge that the District's proposed Assessment Area 3C Bonds will provide only a portion of the funds necessary to complete the Assessment Area 3C Project. Therefore, Developer hereby agrees to complete the Assessment Area 3C Project or cause such funds to be provided to the District in an amount sufficient to allow the District to complete those portions of the Assessment Area 3C Project which may remain unfunded including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs (collectively, the "Remaining Improvements"), whether pursuant to existing contracts, including change orders thereto, or future contracts.

Subject to Existing Contract. When all or any portion of the Remaining Improvements are subject to an existing District contract, the Developer shall provide funds directly to the District in an amount sufficient to complete the Remaining Improvements pursuant to such contract, including change orders thereto.

Not Subject to Existing Contract. When any portion of the Remaining Improvements is not the subject of an existing District contract, the Developer may choose to complete, cause to be completed, or provide funds to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Improvements, subject to a formal determination by the District that the option selected by the Developer will not materially and adversely impact the District.

Nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Improvements. The Parties hereby acknowledge and agree that the District's execution of this Agreement constitutes the manner and means by which any and all portions of the Remaining Improvements are to be funded and completed. Notwithstanding the foregoing, in the event the Developer, either jointly or individually, fails to timely provide funds or to complete the Remaining Improvements, the District may exercise its authority to issue additional bonds, notes or similar obligations, and certify for collection additional special assessments in an amount sufficient to complete the Remaining Improvements.

OTHER CONDITIONS AND ACKNOWLEDGMENTS.

The District and Developer agree and acknowledge that the exact location, size, configuration, and composition of the Assessment Area 3C Project may change from that described in the Engineer's Report depending upon final design of the development, permitting or other regulatory requirements over time, or other factors. Material changes to the Assessment Area 3C Project shall be made by a written amendment to the Engineer's Report, which shall include an estimate of the cost of the changes. Material changes to the Assessment Area 3C Project shall require the prior written consent of the Trustee acting on behalf and at the direction of the bondholders owning more than 50% of

3

Riverstone Phases 3 + 4/Assessment Area 3C Completion Agreement

an aggregate principal amount of the applicable Assessment Area 3C Bonds then outstanding.
The District and Developer acknowledge and agree that the provision of funds under this Agreement or the completion of the Remaining Improvements will be considered a contribution in lieu of the imposition of special assessments upon Assessment Area 3C benefitted by the Assessment Area 3C Project.

(i) The Developer agrees that all developable lands within Assessment Area 3C benefit from the timely design, construction, or acquisition of the Assessment Area 3C Project.
(ii) Developer agrees that the Assessment Area 3C Assessments which were imposed on Assessment Area 3C within the District, have been validly imposed and constitute valid, legal and binding liens upon Assessment Area 3C, which Assessment Area 3C Assessments remain unsatisfied.
Notwithstanding anything to the contrary contained in this Agreement, the payment or performance by Developer of its obligations hereunder are expressly subject to, dependent and conditioned upon (a) the issuance of $ 	par amount of Assessment Area 3C Bonds and use of the proceeds thereof to fund a portion of the Assessment Area 3C Project, and (b) the scope, configuration, size and/or composition of the Assessment Area 3C Project not materially changing without the consent of Developer. Such consent is not necessary, and Developer must meet the completion obligations, or cause them to be met, when the scope, configuration, size and/or composition of the Assessment Area 3C Project is materially changed in response to a requirement imposed by a regulatory agency.
DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A default by any Party under this Agreement shall entitle the others to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages and/or specific performance, but excluding special, consequential or punitive damages. Except as expressly otherwise provided in this Agreement, the District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Except as expressly otherwise provided in this Agreement, nothing contained in this Agreement shall limit or impair the District's right to protect its rights under this Agreement from interference by a third party.
ENFORCEMENT OF AGREEMENT. If any Party is required to enforce this Agreement by court proceedings or otherwise, then the Parties agree that the substantially prevailing party shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

Riverstone Phases 3 + 4/Assessment Area 3C
Completion Agreement	4

AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by all Parties hereto, but only with the written consent of the Trustee acting at the direction of the bondholders owning more than 50% of an aggregate principal amount of the Assessment Area 3C Bonds then outstanding, with respect to amendments having a material effect on the District's ability to pay debt service on the Assessment Area 3C Bonds.

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

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

If to the District:

With a copy to:

If to Developer:

With a copy to:

Towne Park Community Development District
1205 1 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

Hopping Green & Sams, P.A.
1 19 South Monroe Street, Suite 300 Post Office Box 6526
Tallahassee, Florida 323 14 Attn: Roy Van Wyk

Highland Sumner, LLC c/o Heath Construction and Management, LLC. 346 East Central Avenue Lakeland, Florida 33880 Attn: Warren K. Heath II

Straughn & Turner, P.A.
255 Magnolia Avenue SW Lakeland, Florida 33880 Attn: Richard E. Straughn

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any

Riverstone Phases 3 + 4/Assessment Area 3C
Completion Agreement	5

time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for each Party may deliver Notice on behalf of such Party. Any Party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

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

THIRD PARTY BENEFICIARIES. Except as otherwise provided in this Section 10 with respect to Trustee, this Agreement is solely for the benefit of the Parties and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Except as otherwise provided in this Section 10 with respect to Trustee, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the Parties hereto any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement� and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and Developer and the respective representatives, successors, and assigns of each. Notwithstanding anything herein to the contrary, the Trustee for the Assessment Area 3C Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall be entitled to enforce the obligations of Developer hereunder. The Trustee shall not be deemed to have assumed any obligations hereunder.

ASSIGNMENT. No Party hereto may assign this Agreement or any monies to become due hereunder without the prior written approval of the other Parties and the Trustee acting on behalf and at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area 3C Bonds then outstanding.

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

EFFECTIVE DATE. This Agreement shall be effective upon execution by all Parties
hereto.

Riverstone Phases 3 + 4/Assessment Area 3C
Completion Agreement	6

PuBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and treated as such in accordance with Florida law.

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

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

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

COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

{Remainder ofthis page left intentionally blank}

7

Riverstone Phases 3 + 4/Assessment Area 3C Completion Agreement

IN WITNESS WHEREOF, the Parties execute this Agreement on the day and year first written above.

ATTEST:

Secretary/Assistant Secretary

WITNESS:

[Print Name]

Exhibit A: Composite Exhibit B:

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

D. Joel Adams
Chairperson, Board of Supervisors

HIGHLAND  SUMNER LLC,
a Florida limited liability company By: Heath Construction and Management, LLC
Its: Manager

Warren K. ("Rennie") Heath II, Manager

Legal Description of Assessment Area 3C
Preliminary Engineer's Report dated November 2014, as amended by that First Amendment to the Master Engineer's Report dated March 20 18, and supplemented by that Fourth Supplemental Engineer's Report Phase 3C (Assessment Area  3C)  dated  September 20 19

Riverstone Phases 3 + 4/Assessment Area JC
Completion Agreement	8

EXHIBIT A
Legal Description of Assessment Area 3C

A PARCEL OF LAND LYING IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 23 EAST, POLK COUNlY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE COMMEN<;E AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SECTION 17 AND PROCEEDS g9• 51' 12" W, ALONG IBE NORTH BOUNDARY THEREOF, A D,STANCE OF
374.34 FEIT; THENCE S oo• 08' 48" E, LEAVING SAID BOUNDARY, A DISTANCE OF �78.08 FEET; THENCE S 27" 34' 01" W, A DISTANCE OF 1061.39 FEET; THENCE S 27" 34' 01• w, A DISTANCE OF 738. 18 FEET;
THENCE S 10• 51' 19" E, A DISTANCE OF 314.09 FEET TO THE eQINT OE6EG!NNING; SAID POINT ALSO BEING THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1500.00 FEET AND A CHORD WHICH BEARS N 82" 36' 05" E, A DISTANCE OF 180.88 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 180.99 FEET TO A POINT ON THE WEST BOUNDARY OF RIVERSTONE PHASE 1 AS RECORDED IN PLAT BOOK --J PAGE _ AS RECORDED IN THE PUBllC RECORDS OF POLK COUNTY, FLORIDA, AND THE ENO OF SAID CURVE; THENCE S 03" 24' 26'' E, ALONG SAID WEST BOUNDARY, A DISTANCE OF 107 02 FEET; THENCE S sr 06' 19• E, A DISTANCE OF
41.73 fEET; THENCE S 35• 46' 00" E, A DISTANCE OF 71.18 FEET; THENCE S 55• 11' 15" E, A DISTANCE OF
64.74 FEET; THENCE S 66• 12' 14" E, A mSTANCE OF 85.88 FEET; THENCE S S4" 52' 43" E, A DISTANCE OF
76.29 FEET; THENCE S 3r S4' 53" E, A DISTANCE OF 93.56 FEET; THENCE S 51" 10' 54" E, A DISTANCE OF
121.62 FEET; THENCE S 36• 38' 50" E, A DISTANCE OF 112.29 FEET; THENCE S 43• 02' 12" E, A DISTANCE: OF 94.82 FEET; THENCE S 45° 00' 49" E, A DISTANCE OF 107.83 FEET; THENCE S 75• 58' 12" E, A DISTANCE OF 38.12 FEET; THENCE N 90" 00' 00" E, A DISTANCE OF 78.58 FEET; THENCE S 70° S8' 52" E, A DISTANCE OF 70.89 FEET; THENCE S 49• 11' 53" E, A DISTANCE OF 67.17 FEET; THENCE S 53• 08' 34" E, A
DISTANCE OF 92.43 FEET; THENCE S 71" 34' 19" E, A DISTANCE OF 52.80 FEET TO A POINT ON THE EAST BOUNDARY OF TH£ NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE S oo• 19' 37" E, ALONG SAID EAST BOUNDARY, A DISTANCE OF 649.39 FEET TO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAJD SECTION 17; THENCE N 89° 57' 22 ' W, ALONG THE SOUTH BOUNDARYTHEREOF, A DISTANCE OF 829.49 FEET; THENCE S oo• 19' 59" E, LEAVING SAID SOUTH BOUNDARY, A DISTANCE OF 1311.27 FEET TO A POJNT ON THE NORTH RIGHT•OF•WAY LINE OF

oo•

EWELL ROAD AS DEDICATED PER OFFICIAL RECORDS BOOK 1222, PAGE 260 OF THE PUBLIC RECORDS OF POLK COUNlY, FLORIDA; THENCE S s9• 52' 52" W. ALONG SAID RIGHT OF WAY llNE, A DISTANCE OF
FEET; THENCE N	08' 191 W, LEAVING SAID RIGHT•OF-WAY llNE, A DISTANCE OF 208.95 FEET;
THENCE S 89° 52' 33" W, A DISTANCE OF 208.51 FEET; THENCE N 00" 09' 35" W, A DISTANCE OF 1098.79 FEET TO A POINT ON THE SOUTH BOUNDARY OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 17; THENCE N 89" 58' 54" W, ALONG SAID SOUTH BOUNDARY, A DISTANCE OF 997.83 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE N oo• 20' 23" W, ALONG THE WEST BOUNDARY OF SA!O NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 17, A DISTANCE OF 1058.19 FEET; THENCE N 39• 39' 37" E, LEAVING SAID WEST BOUNDARY, A DISTANCE OF 276.81 FEET TO A POINT Of CURVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS 0� 1040.00 FEET ANO A CHORD WHICH BEARS N 72• 59' 48" E, A DISTANCE OF 596.44 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 604,93 FEET TO A POINT OF CURVATURE OF A REVERSE CURVE COMPOUND CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1055.00 FEET AND A CHORD WHICH BEARS N 64° 05' 10" E, A DISTANCE OF 284.64 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, A DISTANCE OF 285.51 FEET TO A POINT OF TANGENCY; THENCE N 71• SO' 20• E, A DISTANCE OF 209.83 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1500.00 FEET AND A CHORD WHICH BEARS N 75• 29' 31" E, A DISTANCE OF 191.14 FEET; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT. A DISTANCE OF 191.27 FEETTO THE POINT OF BEGINNING.
THE ABOVE PARCEL CONTAINING 93.69 ACRES, MORE OR LESS

9

Riverstone Phases 3 + 4/Assessment Area JC Completion Agreement

lO

COMPOSITE EXHIBIT B
[Attach]

Riverstone Phases 3 + 4/Assessment Area JC Completion Agreement

Towne Park
Community Development District

Resolution 2020-06

RESOLUTION 2020-06
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT ADOPTING AN AMENDED GENERAL FUND BUDGET FOR FISCAL YEAR 2018/2019, PROVIDING FOR APPROPRIATIONS; ADDRESSING CONFLICTS AND SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Towne Park Community Development District ("District") was established by an ordinance adopted by the City Commission of the City of Lakeland, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 1 90, Florida Statutes, as amended (the "Act"), and is validly existing under the Constitution and laws of the State of Florida; and
WHEREAS, on July 1 1 , 2019, the Board of Supervisors ("Board") of the District, adopted Resolution 201 9-13, providing for the adoption of the District's operations and maintenance budget for Fiscal Year 201 8/20 19 ("General Fund Budget"); and
WHEREAS, the District Manager, at the direction of the Board, has prepared an amended General Fund Budget, to reflect changes in the actual appropriations of the General Fund Budget; and
WHEREAS, the Board finds that it is in the best interest of the District and its landowners to amend the General Fund Budget to reflect the actual appropriations.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT:
BUDGET AMENDMENT.
The Board has reviewed the District Manager's proposed amended General Fund Budget, copies of which are on file with the office of the District Manager and at the District's Records Office, and hereby approves certain amendments thereto, as shown in Section 2 below.
The General Fund Budget is hereby amended in accordance with Exhibit A,
attached hereto.
In accordance with section 1 89.0 16, Florida Statutes, the amended General Fund Budget shall be posted on the District's official website within five (5) days after adoption and remain on the website for at least two (2) years.
APPROPRIATIONS. There is hereby appropriated out of the revenues of the District, the fiscal year beginning October l, 2018, and ending September 30, 2019, the sum set forth below, which sum is deemed by the Board to be necessary to defray all expenditures of the District during said budget year:

TOTAL GENERAL FUND	$ 	_ 	_
CONFLICTS. This Resolution is intended to amend, in part, Resolution 20 19- 13, which remains in full force and effect except as otherwise provided herein. All terms of Resolution 201 9-13 that are not amended by this Resolution apply to the Adopted Budget, as defined in Resolution 2019-13, as if those terms were fully set forth herein. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.
SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.
EFFECTIVE DATE. This  Resolution  shall  take  effect  as  of November  1 41\
2019.
Introduced, considered favorably, and adopted this 14th day of November, 2019.
ATTEST:	TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Amended Fiscal Year 201 8/2019 General Fund Budget

Exhibit A
Amended Fiscal Year 201 8/2019 Budget

[See attached]

Towne Park CDD			
Adopted FY2018-2019 O&M Budget	
	
FY 2019
Adopted Budget	
FY2019 proposed revised budget	

Revenues			
Assessments	$	88,800.00	$	88,800.00	
Developer Collections	195,450.00	195,450.00	
Net Revenues	$ 284,250.00	$	284,250.00	
General & Administrative Expenses			
Supervisor Fees	$	4,000.00	$	7,000.00	
D&O Insurance	2,600.00	3,000.00	
Bond Trustee Services	4,000.00	6,000.00	
Management	25,000.00	25,000.00	
Engineering	5,000.00	5,000.00	
Dissemination Agent	4,000.00	5,500.00	
District Counsel	15,000.00	38,000.00	
Audit	6,500.00	7,000.00	
Travel and Per Diem	500.00	1,000.00	
Telephone	200.00	1,000.00	
Postage & Shipping	150.00	1,000.00	
Copies	1,500.00	1,000.00	
Legal Advertising	3,000.00	8,000.00	
Bank Fees	-	-	
Miscellaneous, Contingency	20,000.00	20,000.00	
Web Site Maintenance	900.00	2,000.00	
Dues, Licenses, and Fees	250.00	3,000.00	
Water	8,000.00	8,000.00	
Pond Maintenance	10,000.00	25,000.00	
General Liab. Insurance	3,250.00	4,000.00	
Property Insurance	12,000.00	12,000.00	
Clubhouse & Pool Maintenance	-	-	
Landscaping Maintenance & Material	125,000.00	51,250.00	
TECO Streetlighting	-	-	
Pool & Clubhouse			
Maintenance Staff	3,000.00	3,000.00	
Facility Management	3,000.00	3,000.00	
Electric	10,000.00	10,000.00	
Internet/Phone	1,000.00	5,500.00	
Facility Repair & Maintenance	2,500.00	5,000.00	
Pest Control	500.00	1,500.00	
Pool Maintenance & Repairs	8,400.00	17,500.00	
Water	5,000.00	5,000.00	
Total General & Administrative Expenses	$ 284,250.00	$	284,250.00	

Total Expenses	
$ 284,250.00	
$	284,250.00	
Income (Loss) from Operations	$	-	$	-	
Other Income (Expense)			
Interest Income	$	-	$	-	
Total Other Income (Expense)	$	-	$	-	
Net Income (Loss)	$	-	$	-	

Towne Park
Community Development District

Resolution 2020-07

RESOLUTION 2020-07
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TOWNE PARK COMMUNITY  DEVELOPMENT DISTRICT AMENDING RESOLUTION 2019-18 TO RESET THE DATE, TIME AND LOCATION OF THE PUBLIC HEARING TO CONSIDER AND HEAR COMMENT ON THE ADOPTION OF AMENDED AND RESTATED RULES OF PROCEDURE; AUTHORIZING PUBICATION OF NOTICE OF SUCH HEARING; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Towne Park Community Development District (the "District") is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Lakeland, Florida; and

WHEREAS, the Board of Supervisors of the District (the "Board") is authorized by Section 190.011 (5), Florida Statutes, to adopt rules and orders pursuant to Chapter 120, Florida Statutes.

WHEREAS, on September 12, 2019, at a duly noticed public meeting, the District's Board of Supervisors ("Board") adopted Resolution 20 19-18, setting a public hearing to consider and hear comment on the adoption of Amended and Restated Rules of Procedure for 1 1 :00 a.m. on November 14, 20 19, at the Offices of Highland Homes, 3020 S. Florida Avenue, Suite 101, Lakeland, Florida 33803; and

WHEREAS, due to a publication error, the Board now desires to reset the date of the public hearing in order to allow proper publication of notice in accordance with Chapter 1 20, Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1. PUBLIC HEARING DATE RESET.	Resolution 201 9-18 is hereby
amended to reflect that the public hearing to adopt the District's Amended and Restated Rules of Procedure as declared in Resolution 201 9-18 is reset to:

Date: Time: Location:

Thursday, January 9, 2020
1 1 :00 a.m.
Offices of Highland Homes 3020 S. Florida Avenue, Ste. 101
Lakeland, Florida 33803

SECTION 2. RESOLUTION 2019-18 OTHERWISE REMAINS IN FULL FORCE
AND EFFECT. Except as otherwise provided herein, all of the provisions of Resolution 2019- 18 continues in full force and effect.
SECTION 3. AUTHORIZED TO PUBLISH NOTICE. The District Secretary is directed to publish notice of the hearing in accordance with Section 1 20.54, Florida Statutes.
SECTION 4. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.
SECTION 5. EFFECTIVE DATE. This Resolution shall take effect upon its passage and adoption by the Board.
PASSED AND ADOPTED this 14111 day of November, 2019.

ATTEST:

Secretary/Assistant Secretary

TOWNE PARK COMMUNITY DEVELOPMENT DISTRICT

Vice/Chairperson, Board of Supervisors

Towne Park Community Development District

Agreement with Fuqua Janitorial Services

(provided under separate cover)

Fuqua Janitorial Services
5962 Murphy Road
Bartow, FL 33830
(863) 651-9348

Estimate

ADDRESS
TOWNE PARK CDD
12051 CORPORATE BLVD.
ORLANDO, FL 32817

SHIP TO
TOWNE PARK CDD 3883 WHITE IBIS ROAD LAKELAND, FL 33811

ESTIMATE # 1053
DATE 10/16/2019
EXPIRATION DATE 10/31/2020

	PRICE	PRICE	
1	CLUBHOUSE CLEANING PER EVENT	75.00	75.00	
1	POOL AREA CLEANING 1x PER WEEK - OCTOBER THRU FEBRUARY (INCLUDES: BATHROOMS, WATER FOUNTAINS, PATIO AREA, COB WEBBING, ORGANIZE POOL CHAIRS AND CLEAN GLASS AROUND CLUBHOUSE) **PRICE IS PER CLEANING**	105.00	105.00	
1	POOL AREA CLEANING 2x PER WEEK - MARCH & APRIL (INCLUDES: BATHROOMS, WATER FOUNTAINS, PATIO AREA, COB WEBBING, ORGANIZE POOL CHAIRS AND CLEAN GLASS AROUND CLUBHOUSE)
**PRICE IS PER CLEANING**	95.00	95.00	
1	POOL AREA CLEANING 3x PER WEEK - MAY THRU SEPTEMBER (INCLUDES: BATHROOMS, WATER FOUNTAINS, PATIO AREA, COB WEBBING, ORGANIZE POOL CHAIRS AND CLEAN GLASS AROUND CLUBHOUSE) **PRICE IS PER CLEANING**	85.00	85.00	

QTY	DESCRIPTION

NET

EXT

TOTAL	$360.00

Accepted By	Accepted Date

Towne Park Community Development District

Landscaping Addendum from Floralawn

floralawn

714 Smuh Combee Road I ,akdand. Florida 11804

(8(, 1I (,(,8 ll i1>4 l'hnm (861) M,8 (Wh I I'\

Premier Lawn & Pest	www.floralawn.com

Landscape Maintenance Proposal
Town Park II Addendum

Town Park II Lakeland, FL 33811 

October 1 5, 2019

We sincerely appreciate the opportunity to propose how Floral.awn can hdp enhance the quality of your landscape. Our proposal includes integrating a custom maintenance plan to meet the needs and demands of your property while considering service expectations and community budget.
We hereby propose the following for your review:

LANDSCAPE MAINTENANCE FOR COMMON GROUNDS

	Price Per Month		
Landscape Maintenance	$3,046	$36,552	
St Augustine Fertilization (Sx a year)	$1,637	$19,644	
Shrub Fertilization (4x a year)		$2,124	
Monthly Irrigation Inspection	$480	$5,760	
TOTAL	$5,340	$64,080	

I Service	Price Per Year I

Pump Maintenance I \'('ell Service & Mamt.cnancc I lntcnor Pest Control 1 Landscape l.Jghting I hJuntaim

Landscape Maintenance Program
Scope ofSeroices

TIJRF CARE
Mowing

Trimming

Edging

Fenili?. ation

Weed. Insea.	,

Rotary lawn mowers will be used with sufficient power to leave a neat. clean, and uncluttered appcuancc il..Jimu per calendar year (Roratam) and � per calendar year (Bahia) depending on growing season and conditions. It is anticipated !hat mowing services shall be provided weekly during the growing season April through October and every other week during the non-growing season or as needed Noy,;mhs;rthroygb March.

Bahia lake and pond banks will be mowed � per year consistent with � per month May through October and 1 time per month or as needed November through April.

Turf areas inaccessible to mowers, areas adjacent to buildings, trees, fences, etc. will be controlled by a string trimmer. When string trimming. a continuous cutting height will be maintained to prevent scalping.
All turf edges ofwalks, curbs, and driveways shall be performed every mowing � per year). A soft edge of all bed area�. will be performed every other mowing (,ll..JilnQ per year). A power edger will be used for this purpose. A string trimmer may be used only in areas not accessible to a power edger.

St. Augustine/Floratam areas shall be fertilized with a commercial grade fertilizer � per year. Timing of Rppliaitions will be adjusted to meet horticultural conditions.
Bahia turf areas may be fertilized and treated with insect/disease oontrol at an additional cost that is outside of the scope ofwork for this contract.
Post-Emergent weed applications will be performed up to i.limll per year between April 1st and October 30th.

& DisascConrml

Pre-Emergent herbicides will be used � per year between November 1st to April I st. Weed control applications arc conductive to soil and air temperatures. Floral.awn will not be hdd responsible for the post emergent control of common �sy weeds like Crabgrass & common Bermuda due to the absence oflegal and selective post emergent herbicides fur this use.
Insect & disease control (not preventative) measures arc incorporated into each fertilization application. Infestations will be treated on an as needed ha.sis throughout the year and the customer will be made aware of the actions taken as wdl as the chemicals used. Ant mounds will be treated as they appc.ir, but contract pricing docs not include products that guarantee year­ long ant control. Products like Bayer's Top Choia or Chi;xo Choi« that guarantee year-longant control can be purchased outside the soope of this contract.

TREE, SHRUB, AND GROUNDCOVER CARE

Pruning

Fertilization

Insect, & Disease Control

All shrubs and trees (up to 10 feet) shall be pruned and shaped a maximum of� per year to ensure the following:
Maintain all sidewalks to eliminate any overhanging brrutches or foliage which obstructs and/or hinders pedestrian or motor traffic.
Retain the individual plant's natural form and prune to eliminate branches which are rubbing against walls and roofs.
The mnoval of dead, diseased, or injured branches and palms will be performed as needed
Ground covers and vines can maintain a neat and uniform 2ppearance.

Weeds will be removed from all plant, tree, and flower beds � per year. Th.is incorporates � per month during the growing season and � per month during the non-growing season on an as-needed basis. Manual hand pulling and chemical herbicides will be used as control methods.
Palms and lwdwood trees will be fertilized 2....timg_ per year. Shrubs and groundcovers will be fertilized � per year. AU fertiliz ations of tree, shrub, and groundcovers will be designed to address site specific nutritional needs. Timing ofapplie11tions will be adju�. ted to meet horticultural conditions.
All landscape beds shall be monitored and treated with appropriate pesticides as needed throughout the contract period. Plants will be monitotcd and is\. uCS addressed as necessary to effectively control insect infestation and disea!le as environmen12I, horticultural, and weather conditions pennit. Floral.awn does not guarantee the complete absence ofany insect or disease. We will, however, notify the cu.�tomcr and provide professional options at an additional cost outside the scope of this contract.

Pump Maintenance I Well Service & Maintenance I Interior Pest Control I 1 .an<lscapc ! Jghtin� I Fountaim

IRRIGATION
Overview

Inspections

Repairs

At the commencement of the contract, we will perform a complete irrigation ewluation and furnish the customer with a summary of each dock and zone operation. Floral.awn will submit recommendations for all necessary repairs and improvements to the system with an itemized cost for completing the proposed work. Fiord.awn is not responsible for turf or plant loss due to water restrictions set by city. county, and/or water management district ordinances.
All irrigation zones shall be inspected � per month to insure proper operation. All zones wiU be turned on tu check for proper coverage and any broken irrigation components. Management shall receive a monitoring report after each monthly irrigation inspection.
Any repairs that have been a.used by FloraLawn will be repaired at no cost. All repairs to the irrigation systttn other thitn thme caused by Flol'llLawn will be performed on a time and materials basis with the hourly labor rate being 160.00 per hour. Faults and failures of the irrigation system communicated to Floral.awn will be addressed in a fair and responsible time period, but Floral.awn cannot guarantee a specific time response.

Pump Mamccnancc I Well Scl"\ 1cc & M:11ntcnancc I lntcnor Pest Contrnl I Landscape Lighting I hmntains

Towne Park
Community Development District

Construction Funding Agreement

CONSTRUCTION PIJNDJNGA.GREEMENT BETWDN  TOWNE PARKCOMMIJNITY DEVELOPMENT DISTRICI' AND MGIILAND SUMNER, LLC (RIVBRSTONE PHASES J AND 4)

Dci:ubt.L.

THIS  AGREEMENT (''Apeement") is made and entered into this  I� day  or 2019. by uad between:
TOWNB PAIIK COMMUNITY DKVILOPMENT DISTRlcr, • local unit of apecial­ purpose government establiahed pursuant to Chapter 190. Florida Slatuta, and located in CityofLakeland, Florida (hereinafter "District"), and
IIIGBLAND SIIIINUt LLC. a Florida limitocl liability compmy, with a mailing addrcu of346 But Central Avonue. Winter Hawn, Florida 33880, and the owner ofcertain undeveloped Jandl within the District (hereinafter •Developer").
RECITALS

WHEREAS, the District wu established by an ordinance adopcomtnactia&ted by Ibo City Commiuion

ofCity ofLale� Florida, for the purpose ofplanning. financing. maildlioing cmtain infrutructure; and

operadq and/or

WHEREAS, 1hc Developer is the owner and/or clovcloper of certain undeveloped lands located within the boundaries ofthe Dimict known as Riverstone Pbues 3 and 4 (hereinafter die "Development") upon which the District's improvements have been or will be made; and

taxes.

WHEREAS, the District, punuant to Chapter 190, Florida Stabda, is authorifJed to levy aucb         Bpecial useumeats, fea, IDd other charges as may be neeesnry in fur1berance ofthe Diltrict's activities and aervices; and
WHEREAS. the District ii anticipated to be without suffic.ient Amds available to provide for the comlruction of anticipated muter improvements and f'acilities within the Development, which ue described in Compodte hlltlllt A including combuclion and any desip. eqineerina. leaal.   or   other   conabuction.   profesaional,   or   administrative   coats   (collectively.   the "Improvementaj; and
WHEREAS, in Olderto induce the District to proceed 81 thistum with the comttuction of 1he necessary or desired improvements, the Developer desires to p,ovide the funds ......,. to
enable the Dillrict to pmc:oed with such improvementa ifwt when the District exhausts dae funds on deposit in the c:onatruction �t; and

ob1:ain

for the CODlb'UCtion ofthe Improvements u descnW in ColllpOllte kllll,U A.

finwin&WIDRBAS, tlse District anticipates ac:ceuin1 1he public bond mllket in the ftatUJe to
and the pwcs qree lblt, in lbe event lbat bonds me iaued, the funds provided under this Apancnt will be reimbursable from tbole bonds.

I

Now, TIIDDOU. in couidcration of the reci1aJs, IIJOClll•II. ad mUIU8l CIOWIIIDII contained herein, and other good and valuable consideration, the nccipl and suftkicncy ofwbic:b ue beteby acbowlcdged by the paltiel, the padiel .- u follows:
l. ltacn'.u.s. The recitals stated above are IIUe and corroct and by this re&nmce are incorporated herein and fonn a material partofthia Apeement.
l'UNDING. Developer •area to make available to the Distric:t aucb monies u are necessary to enable the District to proceed with the deaip. engineering. and consbuctioa ofIlle Improvements. Developer will make IUCb funds available on a monthly belil. within fifteen (15) days ofa written request by the District. The funds aball be placed in the Diatrict's cons1nletion account with BUCb depository II determined by tbe District.

Asrcement

financina

fiDIJIC!BII

REPAYMENT. The parties 181'N 1hat the funds provided by Developer pummt to this		will be pmpcrly reimbursable fiom proceeds of the Diltrict'I ia•sance of tu­ aempc bonds.  Within Corty-five (45) days of Nedpt from time to time of sufficient f\mda by the District for the		of some or all of the lnq,rovcmenta, tbe Diatrict abl1l rcimbune Developer un1il full nimbunement is made or until aU  funds  1enentcd by tbe  anticipated    are exhausted. exclusive of interat, for the funds advanced under Sectioo 2 above;

prmding

�and. thus

provided, however, that in the event bond couoael enpgecl in connection with tho District's isluance ofbonda	such financing determines that any such monies advanced or apemea incurred an not properly rcimbunab!e for any reason, including, but not limited to federal tu ratrictiona impoaed on tu-Aempt financjng, tho Disirict shall not be obligated to reimburse such monies advanced orexpenses incwrec:I. Ifthe District does not or annot issue bonds to provide the ftmds forthe lmprovemoots within five (5) yean ofthe date oflhis	doee not reimburse the Developer for the ftsnds advanced, then the panics agree that such funds ahall be deaned paid in lieu of taxes, fees, or UIOSIIIIC!llts which might be levied or imposed by the District.
DEFAULT. A default by either party to dus Agreement llhall entitle the other to all remedies available at law or in equity, which may includo. but not be limited to, the ript ofaccual damages, iqjunclive relief and/or apecific perf'ormance, but sball exclude, in •Y CYCDt, conaequcntiaJ, incidcnlal, apecial or punitive damages.
ENrollCDIENT o, AGRUMENT. In the event that either party ii required to onf'orce lbil Apeementby court proceeilinp orothmwisc, then the aubatantially prevailing party shall bo entitled to recover all fees and costl incurred, including reasonable attomeya' fees and costa for trial, alternative dispute resolution, or appellate proceedings.
AGIIBEMINT. Thil Apeement shall c:oaatilUle the ftna1 and complete expreaion ofthe agreemeat between the parties relating to the specific subject nner ofthis Agreement.
1. AMENl>MKNTS. Amendments to and waivers ofthe pnwiaioDI conllined in this Apeemeot maybe made only by an i.mtrument in writina which isexecutedbyboth oftbe parties heseto.

2

AUTHOR17.ATION. The exec:ulion ofdds Apemeat ha been duly llltbarized by the appropriate body or official or all parties hereto. cacb party bu oompliod witb all of tbe requbernents of law. and each party bu filll power IIKI mdhority to comply witb tbe terms and provisions ofthis Ap-eement.
Nonaa. All notices. n:queata, comcnts and other COIIUDUDkatioDI hereunder ("Notices•) shall be in writiq and shall be delivcrod. mailed by Pint Class Mail. postage prepaid. or overnipt delivery service, tothe parties, aa follows:

A.	Ifto Diltrtct:

Wltll • copy to:

8.	Ifto Developer:

With • copy to:

Towne Park Community Development Oi1trict 12051 Corponte Boulevard
Orlando, Florida 32817 Attn: Dillrict Manqcr
Hopping Orcca & Sama, P.A.
J 19 S. Momoe Street. Suite 300
Tllllhanee, Florida 32301 Attn: Dil1rict Counsel
Hilh)aad Sumner. LLC
c/o Heath Comtruction and Management. LLC
346 But Central Avenue Winter Haven., Florida 33880 Attn: Manager
Straughn & Tomer P.A. 255 Mapolia AYtlDUe, S.W.
Winter Haven. Florida 33883 Attn: Ricbanl Straughn

Except u otherwise pzovided herein, any Notice shall be deemed received only upon ICtUII delivery at the address set forth herein. Nodc:a delivered after S:00p.m. (at tbe place ordelivery) oron a nc,n.business day, ahall bedeemed nceivc,d on tho oat buainesa day. Ifanytime Cor aiviaa Notice contained in dais Agreement would otherwise expire on a non-business day, Ille Notice

provicfin&

period shall be extended to tho next sua:oodina business day. Saturdays, Sundays and lepl holidays recogni7.ed by the United States govermneat shall not be regarded u business days. Counsel for the parties may deliver Notice on behalfofthe party hellhe represents. Any party or odwr peraon to whom Notices areto be scnt or copiedmay notify tbo other parties and lddreaeea ofany chUlp in name or lddress to which Notices shall bo sentby	the same on five (S) days wrinen notice to the parties and addreuees Rt fortb ham.
18. nruu, PARTY Bauncwua. This Aareement is solely ror the benefit of lhe forma l parties herein encl no ript or causo ofaction sball accrue upon or by reuon hereof. to ar Cor the benefit ofany third puty not a formal party hereto. Nothina in this A,reemmt apsesaed or implied is intended or aball be comtrued to confer upon mypenon or eoapcnatima other than lbe parties bemo any right, remedy or claim under or by nuon of tbil A,reemmt or any

3

bindiDa

proviaiom or conditions hereof; 111d all of the pioviliom, rep,cpntadom, covllllldl ad eonditiom herein contained sball inure totbe sole benefitofand shall be	upon the parties hen1o and their respective repnsenlativel. 1UCC0111on aod lllip.
ll. AISIGNMENT. Neither party may lllip this Ap,ement or any monia to become due hereunder without tbe prior written approval ofthe other party.
COrffaoLLING LAW. This Agreement and the pnmaiom contained benin lhl1I bo comtnaed, intoapreted and controlled according to the IIIWI ofthe State ofFlorida.
IPPICl'IV& DATL  The Aanemcnt aball be effec:tiws after a.ecutioa by all p11tics hereto and lbaJI remain in effectualeu terminated byanyofthe parties hereto.
1�. Pull.le RlcoltDS. Developer undentancll and agrees that all documenta of any kind provided to the District or to District staff in conneetion with the wort contemplated Wider thit Apeement ue public recordl and are created as such in accordance with Florida law IDd tbe Dillricta Record Retcnticm Schedule.
15.	COUNTUPARTS. This Aaremumt may be executed in one or more coun1aparta which. when taken together, shall constitute one and the ADIi instrument.

(Signalllru on naJ pop}

IN WJTNISS WBIUOf,......__... 411 ta•t&•  	•dayad
,_..wri:albcM.

A1Tl!ST:

WITNBSS:

TOWNl ,AU COMMUNITY
Dt:VBLO

Bl	Ell.UC.
,._...limilllllilllAfttycia .,,.,

By.e.dlOaalncliDllandNM'I  •

-WL§Vij

C.., Er!tlt• Al	/,I..,.....,....,.,. ....Non...2Gl4. •..,..,,.,.,..

,.....,_,.,....,.,,.,11

nttfl'lpl1w�bpf,n,,..,JC(An111■•Aaa JC).
1•2019

Towne Park
Community Development District

Temporary Construction and Access Easement

Prepmed By and JlllUnl To
lloy Van Wyk. Baq. lloppullO...& Sams
119 SGuth Monn,e Sbllel, Suite 300
.,..,,,•..., Florida 32301

JAPOWYCONDBJICDONANP 4CCUS IMININIAEBFP11'7

THIS	TDIPORARY	CONSTRlJCl'ION	AND	Accas	IASDflNT

iiafillhyCOlllpllly,	meiUna

AGDIMBNT ('"Apeellleat") it madtt IDd enterod into lbil Ii� otDci:ttt,; 2019, by IDII between BIGIIIAND SIJMND, U.C, 1 P1orida limkecl	wbole
ldcllaa ii 346 Bat Centnt Avcaue, Winter Haven. Florida 33880 {'"Gratlr") in favor or

JMatrtcti	toaether

TOWNE PARK COMMtJNITY DIVELOPM&NT DJSTRlcr, • local amt of ,pecjll­ purpoae govrmmeat cstablilhed punuat to Chapcer 190, Floria Stalllta, wllolo ..._. i, c:/o PfM Oroup Comaltin, U.C, 120SI Corporate Boulevard, Orlado, Florida 32817 r-Gnatee" or tbe ..	(Onator  and Onnree are somelimea	Nfemld to herein • lbe "Pantel", and Npllltely u lhe 11P1rt,'1.
WITNESSIJH:
WHIUAI, Orantor i1 the owner in fee aimple of that c:er1ain pMCCI of ral property located in Polk County, Florida, beiq mo• paniculldy delcnl>ed on &IWWt "'A"' anadlecl heleeo, mtbythis Nfermce incmporated ben!in (the ••••--• Ana"); and

Ii..._

WREUAS, Onntec intends to complete within the Buemea1 Area. the deman. infttlletion and ecmtnaccion of roellway impn,vementa, water, ltOmlwn.r IDlllqllllleDt flcililia.  IIDitlry sower utifflia,	aeipborl&ood peat, and recralional llcilhies, IDd OCbersuchimpnMIIIIDII IS audloriaclbylaw, (collectmily, lbe .,_,....._11'?; and

eoubuCdns

WHIUAS, Grlntor daira to .-it to Onntee a tllllporary, aon-ac:lulive eonatruclion 111d 1c:au wt on, upon. over, UDdcr, IGIVII, and through die Basement ANa far lbe IOle pmpo11 of	1be lmprovanat1, until eidi« conllnlCtiOll of the lmpsovenaeata ii compleclcl or lhe Gnatee acqaira die Buemenl Area, wbicbcveroccun ftnt.

aood

ronow.:

NOW, TIIDDORE, for and in couideradoG of Ten mcl Na/100 Dollln (SI0.00) in hind paicl by the Oratee IO lhe Granto,, the muul CGYeaaatl 111d ....... heNia ... fOllh and CIIMr and valuable consideration, die receipt. ldecpaacy IDd IUfficieDcy of wlllch are beceb)' expnaly actnowlcdpd bydie Parda. the Parties doheRbyapeu
lttdn1t-  TIie foreaoma recitlll 1te tnae lad c:onect and Ml iDcarporalcd .._ by dlil nr....

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fft	r.,11111 'Iii

0.... �.'<� 1 « . li � � n e	r

ifi!trl!:,,l!��,,�,11-11

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lt!}Jf J}fr	ri;JJ l!�(i,�	iafJ!JJ(J;tf	rl&

6. Bae8claria of Elllllllllt lUpfl. TIM DNement set f'orlb hi dafl >-...-.a

aemca.

aball be f'or the •le beneftt ad uao ofOrmteo. ill IUCCCIIOll ad u,IIN, 111d Oralee'• .,-.. employees, CODlllltlnta. mpreNDlltiwa. contracton ml providen of emergency NIYiea md utility
1.       _.......,..tl udWllftn. Thil,\JIMIIICftlmay notbe..,imcedw ammdod. modified. altaed, orcbanpd in 111y raped wballoever. acept by• furtbm- ....,._. in writiq
duly executed by the hl1iol 111d Nc:Olded ia the Public Records of Polk County, Florida. No delayoromission ofany Party In the exacilc ofany rigid ICCNiDa upoa ay defiuk or•Y Party shall impair such riabt or be COJlltlUed to be • waiver thereof, and ev«y such riaht may be exercised ataytime cluriq the conlillUIDCe ofl1ICb default. A waiver by any Party ofa blwlt of, or I dofault m. any ofthe terms and conditions ofthis Agreement byanyother Puty lhall not be c:oaltluod to be a waiver of ay subsequeat brach ofor default iD the ume or •:, other provision or tbil A.-nent.  No breach of the proviliom or this Aaremaent -11 entitle any Party to canceJ, taeind or otherwi111 terminate tbia Aarermcat. but mc:b lhnitltion lbtll aot atrect. in any mnner, any other ripe. or remediea which any Perty may bneby NUOD ofany blacb of the proviaiom ofdda Agreement.
Natlctl. Any notices which may be permitted or reqund benunder shall be in writina and lball be deemed to have been duly pven (i) three (3) days aftsdepoli1iq with the United States Postal Service, po,tqe prepaid, (ii) one day after deposltiaa with a natioaally n=copized ovemipl courier IG'lice, or (ui) on the day ofhand delivery (povided IIUCh cleliwry occurs prior to S:00 pm, E.S.T. or B.D.T., 11 applicable), to the addms Ulled MMM1 or to IUCb otbor lddreP • either Party may &om time to time designate by written notice in � with this pmpapb.

uve

Vuof Euemeat Ar& It ii aclcnowledpd udapeed dlll the Ellement panted under this Apl,cment is not an exclusive easement and that Gnntor lhlU tbe ript to UM and enjoy the Eaemcnt Ana in any maner not mcomiatent with the wt rialm CNl1ed beam, and 81'1111 othen the riaht todo IO.
Ueu.    Orin•  all not permit  (and lball  promptly utisfy  or bond) aay construction, mechanic'• lien or cncumlnance epinst the B••---• An:a in connection with the exorcise ofrlafm hemmder.
Effecttve Date. The Efrective Data of the Apeement shall be the Jut clay that dlil Aareemtnt ii siped by either Party.

mauen	ao	or

NINelltwus.  'Ibis A ....-.nr comliaa the entire undentlncliftl of tho Pldia

rcr

with mpect to the	tet findt hcNin 111d otber .,..._., odl writtea. not NC f'onh bnin. nor any COUl'le ofdealinp of the Putie.. lhall be deaned to alter or affect tho tams ad eondiliolll  set fGltb  laoleia.   If uy pnmsion of dm Agn,emeat, or portion lbaeo( or the appltcation  thereof to  ay  person  or cil'CUlllltlncel.  lhlll.  to  Ille  extent  bo  held  invalid. iaopenlive or uncaf'on:able. the remeiader of tbll Agleement. or the applic:alion of such

an

proYilion 1t

or pol1ioa tlaereofto any other pcnoa, or cim•mm	lhaD aot be aff'ected lhaeby;
not • deemed that ., IUcb invllid provilio.a afFeccl 111e camidelllion

11m

Apeaaeat; and ach provision ofdlil Aarcemmt sball be valid 111d cafarccable to the ftaUat
3

ent.e

atllll permilted by Jaw. 11lil AgRcmcat aball be e,,omnec1 in ICCGlducc with tho lawa ofthe State ofFlorida. Vcaue for 1DY ,.......ti11 hmugbt lMl'euadcr all be Polk County, Plorida. ID

rec..	bft1uebt

the eveot ofany dilpUte bereuoder or ofany action to intelprlt or	dlia Asreemem. any provision hereof or ID)' maaer niDa herehm, the predAmin.ty pnveilina party llaall be entided to recover its n:aonablc attomoys'    COIII end expenses. wbelber luit be	or not. and wlledaer in IIUlemenl, in any 4tclarltory action. at trill or on appal. 'l1le ..:doa beadings in dua Aperment lffl for convenience only. aball in noway define or limit the "'°Pl or content ofdUa Apeement. and IUII not blll c:omider-d in any coaatnaction or interpretatiaa of this Apament or any pan hcteof. Where the eense ofthis Aaramont roquiNI, any refinnce to

10aedaer

tam iD the linplar shall be deemed to include the plural ofRid llenn. and any leftnnce to a tam in the plural mll be dNmld to includo the ,iaplar of said term. No1hiDg in this Apament shall be conatrued to make the Partiea hereto par1Dm or joint \lenbnll or nnda oilbcr of Rid panics Ii.We for Che debta or obliptions of the Giber. This ApllllllllDl may be executed in counterparts. eac:h ofwhich shall collltitute an oripw. but all taken	-0 rmstitatc OD1 and the ame Asreemcnt. Time ia of the mm:c of this Ap;ement. 1'1lil Apeement lbaH be binding upon and inme to tbe benefit of Orator IIDd Onntee and tlleir rapective srms and asips. The righll, pri\lileps IDd Bwment paatocl and conveyed hcmmdcr IMll be a burden upon tho Baemeat Area and lhall ailt for the beaeflt otand 11111 with Ii.de to the Euemcnt Area.

ISIGNATURBS CONTAINED ON FOLLOWING PAGESJ

IN WITNISS WHBREOI", the Pmdes havecauoddais .A&Nement to be aecuted • of lbe day ad year fint written above.

Siped, teated and delivcffll inlhcpraoncoof:

HIGHLAND SUMNaitt LLC,
a Florida limited liability company

STATE OJ' ft..O_BIDA COUNTY OF 'vQ \)S.,

fmo!!!

The   forcgoina  instrument  wu  acknowledged  before  me  lhia  :U.:nc)day  of QkOheC, 2019, by Warren K. "Rennie" H•th. U, as Mwger of HEATH CONSTRtJCTION AND MANAGEMENT, LLC, u Mlftl&U of Highland Sumner, U.C. a florid&  limited  liability  company.    He  ia  �lly	to  me  or bu  produced
 	 u identification.
�--

--

(T)ped name of Notary Public) Notary Public, State ofFlarida
Commillion No.:   bb	11-, " ��
My Commiuion Expires:	l�• \,•1,1...

[Contlnw onlo nat,._J

MCMNTD"
TOWNB PAK OOMMUNft'Y
DEVILOapeclll PIIBNT DISTIUCT, a local unit
of	-pwpase pwllllllnt ....,.llbed

Slped, sealedml dellwred in de pnllHICO of:

STATE or JLOatDA

punullll lOCbapter l,O. Flotl4t,S..,,..

�COtJNTY OJ�POLK

. �.:���'&��--�-

OlllpW	persoulll.)q,ase aovemment

COMMUNm DBYELOIMRNT DISTIiier, a local unit of special1111�.,j��.:
establllhed pullUllll lO	190. Flonda Stolld�6.  He/She Is	now,ucu:ae

ldDnliflcadoa.

pn,duced _

...._-...-­_..,....__....

���

or hu

..... .....

(Typed-� G,,.,...awy, ._��)

0Jlnndu.. No.:��-----

Notary MJk;nameofN	Pullltc
StaleofPlorida
Eizpas;
MyComndalon	.

6

PIJIITA
DESCRIPTION OF DISTRICT LANDS. PHASE ac
A PAIICILGf IANOL'flNGlt•cnoN 17. 'INNSNIP ztlOUftt,MNGI U l'AST,,041COUNTY, FI.GIIIM, IIING MOM PMIIQJIMLY DISGIIID AS fOU.OWS:
FOIA ,OIHTO, lllfUINCI COMMINC'l ATM NOITNIASTCOMIRO,1N1 NOIUIIWIST 1/4 Of SAID SIC110N l7AND NOCIIDSW II' U" W, ALONGMHOmt IOUNDMY1Nlll0f,A OISTANCI o,

w,	w.

PU4 fllT; TNINCI saror41"•• UAVI NG MIDIOUNDMY. AOISrNG OFPIIII Rm 1HINCr s
2ru·o1•	A DISTANCI Of 1081 n RIT;THlfGSJr ... os•	AIIITANCI Of 711.II JIQ:

nn,

uouonn	m•

tttfNCI S 10" 51' ll" l,ADISTMCIOF 114.ot Flff101HI NIIIAfPllffllD UDNINJAISO IIING 1NI HGalNIIIGOfANCJN,TAWNnM CIIIM mNCAVI SOUTNIM1ULY, HAW. AW OF	MDACHOIIDWNICN l(AltSNl2"••	E, ADISIMCIOF --flff,1NINCI ALONGMMCO,MIOCUIM10MIIIGtff, ADISfANCI OF IID.91 flff10AfOINl'ON1MIWIST IOUNOMYOFIMlll'IONI ltMSt IASIICOIDIOIN PIAT IOOIC_.J NGt_ASIIIClOQIOINTHI PUIUC IIC»IDSOF,OUCCDUNIY, � AND1Nl INDOF SAID CUIM; TNINCISor M" II' e. AI.ONCISM>wm IOUNDMY, A INStAIG Of I07.DI FIIT; TNINCI S sroe· 1r r, A DIStMCE OF

•r

a	Sn·

u·	sr•

sr	sss· acrs••

4UJ	TNDICI Sn·••DO' t A DISTANCE OF 71.ll fltt; TNINttsss• u• as· I. A DtSTANCI Of IU4 RD: IHENa 5 a• 11• 14• f. A Dl$fANCf OF 1$.11 FEEi, THINCE SW st'		f. A DISTANCE OF 7621flQ': lllrfCUU-M'	l AOISTANCI OIH.MQET, MNCI		I.A OISTMCIOF IUU Rn; TNOICI SW JI' 50" I. A INSTANCE Of llJ 21 RET�1HINCt S4J•tr U- I, A DISTANCI Of M.a FIIT: MNCI S41" flll .... A DISTANCE 0, ao,	fftt; MNCI	II' U" E. A DISTANCI 01 11.12 FIET; 1MINCI Nto'tJIICIO" I, ADISUICI OF 71.51 fllT; TNINCIS JO" SI' sa• 1,A DISTMCI Of JUIRIT,MNCI S 49" II'	I. ADISfMCIGf67.17 FIET;THINCIS	WI.A DISTANCI0, IIAI NIT, 1MINCI S 71• M' 19" I. A DlffANCI Of SUDIU'r10 A POlft'ON 1M1 WT IIOUNDMYOFM NOIINWT l/40FM SOUIHWGT l/40FWDSK1Dt 17; MNC1 SCll' lt' 11•
E. MONG SAID IA$T IOUNIMIIY,A DISl'ANCI' Of "'9 H NIT TOM SOUTHIASTCOMD0,1111 NOIITHfAST i/40F1MI IOU1NWIST II• Of SAIDSICIION 17, MNCE N Ir S?"D" W, ALONG1Ht SCMH IOUNDMY nwa,, A DISfANCI 01121.GHIT, tHINCI Sflf II' Wt llAWIG SAID SOIIIMIOUNDAIY,ADISTANC:tOF HIU1 Rff1'0A'°'1ffOlf1'NtN011NIIGHT-OF-WAVI.NO,

w.

EWELL llMDMDlDICATIDflllOfACW IIKOIIDS  POLI coum, FLOIIIDA.TNINUSWSJ'U•

IOOICWJ, PMll HDOfH W Mc:OMISOf MCNGMIOIUGlffOFWAYLN,A DISTMCI OF

m•

u·w.

62USRff,1'HINCIN CID'"GI' lf'W, IUVING SAIOIIGHT'-OF-WAY UNl, AOISTMCIOf ZGUS Fffl, MNCt Slrl2' u·w,AOIITANCI Of 208.SI RP;tHINCI .....	ADISTMCI Of ..,. nn10AIOMON1MI SOUINIOUWIIY0'1NI N01TNW1S1' 1/40,MsountWUT1/40, SAD SlC'IION 17; WI N lr51' M• W, MONGSAIOSOU1'H _..,.., AOISTNG Gf117.11 FIITTO TICl sountWESTaMNllHMOF; THENCE NCID' 211 n•W, AUNI tNl WISTIOUIIDMYO,WD NOfflt-wrst  l/40F1Nf IOUTNW£ST l/40f IECftON 17,A DISTANCI OF 11151.ltFUr: 1'NINCI Nlr It" ,r I, LEA'II NG WDMSrlOUNDMY, A DISYMCI OF 211•1 ffflTD.ANalffO,CUIVA1Ulll a, ACUIMCDNCAVI NQtm.'WES111LY, HAYINGA MDfUSDf IOIO.CID fUT MOACIGDWHICHIIMS N WWW 1.ADIITMCIO,SM.'4fllT; fltlNCIALONGTNIAKOf MIDCUIM10TNILm, A DISIMCIOfflOt,H NITTOA,olNTO,QIIYA'MIIOFAIIVIIIIICUMmwouta,a,aw ODNCAW IOUIMIASTEILY, Mwtl A IIADIUSOI IIWIOflffMD ACMOIDWNICN IIMSNW
10" l,A DlffANCIOfUit.&I fQT; MfCf AIONGTNIMCOF MIOCUIVITD1NIRIIMI', A DlffMCI o, JU.SI RfftO A fOINI' OF TANGINCY: THUG N 71• SO' JfJ' I. A DlffMCI Of ZGI.II FRI' 1'0 A fOINTOf CVIIVANU O, ACUMCONtAVI IOUl'NfAffllLY. tMYIN&A IWNUIOF ISOIUO FUT
MOACNOIIDMIICNRAll.1N ,s• WI.■ 1, ADISl'ANCI Of ltl M ffff; 111PaAUJNG11tl MtGf SNDQIM10W -HY,A OISTANC:t 0, 111.2? ffff TOM IIOINl'OF IIGIN-.
MAIOVl ,Mal. mtfTMINGtUt ACUS.MOIIEOIIWS

7

Towne Park
Community Development District

Conveyance Documents
(provided under separate cover)

Towne Park Community Development District

Payment Authorization Nos. 1 20 - 1 25

TOWNE PARK
C O M M U N I TY	DEVELOPMENT	D I S T R I C T 
Payment Authorization #120
9/2412019

Item	Payee	Invoice Number	General	
No.			Fund	
1	Alexander Air Conditioning and Heating, Inc.	
Replace evaporator coil	4969	$	1,099.00	
2	egls Insurance & Risk Advisors			
FY20 Insurance Renewal	9674	$ 17,051.00	
Policy change for FY19 - Add IM	9694	$	128.00	
3	Flshklnd & Associates, Inc.			
August 2019 Conference Calls	24612	$	4.46	
4	The Lake Doctors			
Initial Clean up lake	457068	$	1,785.00	
	
TOTAL	
$ 20,067.46	

TOWNE PARK
COMMU NI T Y DEV ELOPMENT DISTRICT 
Payment Authorization #121

Item	Payee	lnvoioe Number	FY 19	FY20	
1	Floralawn
October 2019 Lawn service	4969		
$ 2,839.00	
2	Greenberg Traurlg
District Legal Services bond closing 3B	
5174695	
$	768.50		
3	Hopping Green & Sama
District Counsel Through 8/31/19	
109870	
$	2,581.36		
4	PFM Group Consultlng, LLC
September 2019 District Management Fee	
OM-09-2019-0066	
$	2,083.33		
	September 2019 Website Fee F¥aOlaxRollPmper;;;'iQq and 8ubndss1bi,	DM-09-2019-0067
0e:-TRo80825	$	75.00	511i,Q06.80"•	
	August 2019 Fedex, Postage and Copies	OE-EXP-000392	$	281.99		
o	Hector Aranda
Repair to Gate and Electrical Box	
342	
$	260.00		
8	The Lake Doc;tors
September 2019 Lake Management	
456661	
$	685.00		

10/1/2019

No.

Subtotal	$	8,735.11
Total	$34,&14,H
'11  S? '/. /? 

$11�,,89�9-3.GG'l db

TOWNE PARK
COMM UNI TY DE VEL O P M E N T DISTRICT 
Payment Authorization #122
10/7/2019

Item No.

Payee

Invoice Number	FY 19

FY 20

Dellghfs Cleaning Service September 2019 Cleaning

Grunlt Pool Contractors October 2019 Pool Maintenance
The Lake Doctors
October 2019 Lake Maintenance

Spectrum BuIlnesa
9/24-10/23 Internet Service

552223	$	100.00

1278

462819

77420101092519

Subtotal	$	100.00
Total	$2,988.98

Chairperson

$ 1,650.00

$ 1,144.00

$	74.98

$   2,888.98

TOWNE PARK
COMMUN ITY DEVELOPMENT DI STRICT 
Payment Authorization #123
10/1512019

Item

No.

Payee

Invoice Number	FY 19

FY 20

1	Fuqua Janltortal Services		
Clubhouse Cleaning	7911		$	«B.00	
2	Lakeland Electric				
BIiling Date 10.3.2019. 3606 Peregrine Way #W/1	3555225-2019.10	$	30.19		
	Billing Date 10.3.2019 - 5107 White Egret Ln #Wn	3555224-2019.10				
	Billing Date 10.3.2019 - 3883 White IBIS Rd #Rec	3568145-2019.10	$	647.71		
3	Lamer Reporting Servlc.., Inc.					
	FY20 Annual Disclosure Fee Series 2016 and 2018	203			$ 5,500.00	
		Subtotal	
$	
677.90	
$ 5,948.00	
		Total		$6,625.90		

TOWNE PARK
COMMU NI T Y DEVELOPMENT DIST RICT 
Payment Authorization #124
10/21/2019

Payee

1	Flshklnd & Associates, Inc.
September 2019 Conference Calls
z	Lakeland Electric
Billing Date 10.4.2019 - 3898 White IBIS Rd #SWP

fF

3	M
VFY20 Preparation and Submission of Tax Rolls

Invoice Number

24633

3587794-2019.10

Subtotal Total

FY 19 

$	1 3.42

$	27.85

$	41.27
$12,541.27

FY20

$ 12,500.00

$ 12,500.00

TOWNE PARK
C O M M UN ITY DEVELOPMENT DISTRICT 
Payment Authorization #125
10/2912019

Item
No.
1

Business Observer

Payee

Invoice Number

FY 19

FY 20

2	Legal ad Run Date: 10/18 and 10/25

Fuqua J1nttorlal Services	19-01893K		$ 1,207.50	
	October 2019 Clubhouse Cleaning	7937		$	75.00	
		Subtotal	$	$ 1,282.50	
		Total	$1,282.50		

Towne Park Community Development District

Monthly Financials

!!m!!l!!I

Towne Park CDD
Budget to Actual
For the Month Ending 10/31/2019

YNrTo Data

Aclllal	Budget

Vartanc.		FY 2019 Adopted Budget

Assessmenls	$	s	35,912.50
C>Uler Income & Other Financing Sources	100.00
Net R&\19111189	$	100.00	s	35,912.50

458.33

!il!!l!!li.!!!mloll!!!!tln Ii! ....._

$     (35,912.50)	$ 430,950.00
100.00
s   (35,812.50)	$ 430,950.00

SupervisOr Fees	$	$	333.33	s	$	4,000.00	
D&O Insurance	2,415.00	216.67	2,198,33	2,600.00	
Bond Truslee Services	8,806.58	916.67	7,891.91	11 ,000.00	
Managemen1		2,083.33	� 083.33)	25,000.00	
Field Management		100.00	(100.00)	1,200.00	
Engineering				10,000 00	
Dissamlna11on Agent	5,500.00		5,041.67	5,50000	
District Counsel		1,666.67	(1 ,666.67)	10,000.00	
Assessment AdminislraEon	12,liOO.OO	1.041.67	11 ,458,33	12,500.00	
RelllllOrtlzation Schedules		41,67	(41.67)		
Audit			(833.33)	10,000.00	
TelephOn&		16.67	(16.67]	200.00	
Postage & Shipping		12 50	(12.50)	15000	
Coples		83.33	(83.33)	1,000.00	
Legal Advenislng	1,207,tiO	250.00	957.50	3,000 00	
Mls<:eNaneous, Contingency		1,250.00	(1 ,250.00)	15,000 00	
Hunieane Cleanup		416.67	(416.67]	5,000.00	
Web Site Maintenance		200.00	(200.00)	2,400 00	
Dues. Licenses. and Fees		20.83	(20.83)	250.00	
Water		666.67	(666.67)	8,000.00	
Pond Mainienance	1,144.(IQ	2.083.33	(939.33]	25,000.00	
General LJab. Insurance	3,020.00	270.83	2,749.17	3.25000	
Property Insurance	11 ,616.00	1,666.67	9,949.33	20,000.00	
Landscaping Maintenance & Material		2,564.00		1 5, 000.00		(12,436.00)		180,000 00	
Total General & Admlnlstra11ve Expensee	s	48,775.08	s	30,482.50	s	18,312.58	s	385,550.00	

pol&CIYbbRYH•!
Malnlenance Staff	$	$	s	(83.33)	$	1,000.00	
Facility Management		200.00		(200.00)	2,400 00	
Electric				(833.33)	10,000 00	
Water		416.67		(416.67)	5,000 00	
Pool Maintenance & Repairs	1,650.00	1,000.00		650.00	12,000.00	
lntemeVPhOne				(8.35)	1,000.00	
Pest Control	275.00	41 .67		233.33	500 00	
Faeiity Repair & Mainlenance		208.33		(208.33)	2,500.00	

P

833.33

Janltorial 1;,cpenses

Maintenance Slaff	
$	$	150.00	s	(150.00)	s	1.800.00	
Faeillty Management		150.00		(150.00)		1.800.00	
Electric				(483.33)		6,.800.00	
tnlemeVPhOne		41.67		(41.67)		500.00	
Facility Repair & Maintenance		116.67		(116.67)		1,400.00	
Pest ConlrOI		25.00		(25.00)			
Janilorlal E,cpenses		291.67		(291.67)		3,500.00	
Pool Maintenance & Repairs				(583.33)		7,000.00	

PpolIClubhOUff 12

523.00	50000
s	2,522.98	s	3,388.87

23.00	6,000.00
s	(843.69)	s	40,400.00

583.33

Water
Total Pool & Clubhouse Expanses

Total                Expen- Income (Lou) from Operalions
QllmI!]�!!!! (Ex111nl!l

To1al 01her Income (EllJMIIH)	s	0.94	s	s	0.94	$	
Net Income (Losa)	$	(51,197.12)	s	s	152,040.81)	s	

!merest Income

241.67
s	s	2,083.33
s	51�.06	s	35,912.50
$	(51,198.06)	s

0.94

(241.67)	2,900.00
s	(2,083.33)	s	25,000.00

I 18,229.25	$  430r950.00
s	s

0.94

Towne Park CDD
Statement of Financial Position As of 1 0/31/2019 

General Fund	Debt Service	Debt Service	Capital Projects	Capital Proj	Long Tenn Debt	Totl1
Funds	Fund Series	Fund	Fund Series	Group
2019	2019

�

Current Assets		
General Checking Account	$37,014.16						$37,014.16	
Deposits	4,350.00						4,350.00	
Debt Service Reserve Bond		$113,137.50					113,137.50	
Debt Service Reserve S2018 2B Project		183,520.01					183,520.01	
Debt Service Reserve S2018 3A Project		567,440.00					567,440.00	
Revenue Bond		5,856.05					5,856.05	
Revenue S2018 2B Project		1 ,797.07					1 ,797.07	
Revenue S2018 3A Project		822.96					822.96	
Interest Bond		42,468.76					42,468.76	
Interest S2018 2B Project		89,559.38					89,559.38	
Interest S2018 3A Project		278,684.38					278,684.38	
Prepayment Bond		20,634.38					20,634.38	
Prepayment S2018 2B Project		112,159.50					1 12,159.50	
Sinking Fund A1 Bond		5,000.00					5,000.00	
Capitalized Interest S2018 2B Project		2.50					2.50	
Capitalized Interest S2018 3A Project		7.79					7.79	
Debt Service Reserve 2019 3B			$335,843.76				335,843.76	
Revenue 2019 3B Bond			1,1 97.55				1,1 97.55	
capitalized Interest 2019 3B Bond			173,363.63				173,363.63	
Accounts Receivable • Due from Developer				$1 ,222.15			1 ,222. 15 	
Acquisition/Construction Bond				0.16			0.16	
Acquisition/Construction S2018 28 Projec				104.20			104.20	
Acquisition/Construction S2018 3A Projec				206,028.37			206,028.37	
Acquisition/Construction 2019 3B					$3,339,1 96.38		3,339,196.38	
Cost of Issuance 2019 3B					1,514.02		1,514.02	
Total Current Assets	$67,223.74	$1,421 ,090.28	$510,404.94	$207,354.88	$3,340,710.40	$0.00	$5,520,924.66	

Investments
Amount Available in Debt Service Funds					$1,931 ,495.22	$1,479,966.22	
Amount To Be Provided					18,903,504.78	19,355,033.78	
Total Investments	$0.00	$0.00	$0.00	$0.00	$20,835,000.00	$20,835,000.00	

Towne Park COD
Statement of Financial Position As of 1 0/31/2019 

General Fund	Debt Service
Funds	Debt Service
Fund Series	Capital Projects
Fund	Capital Proj
Fund Series	Long Term Debt
Group	Total	
		2019		2019			
$67,223.74	$1 ,421 ,090.28	$510,404.94	$207,354.88	$3,340,71 0.40	$20,835,000.00	$26,355,924.66	

Total Assets

Current Liabilities		Liabilities and Net Assets		
Accounts Payable	$13,823.TT						$1 3,823.77	
Accounts Payable				$20,758.83			20,758.83	
Retainage Payable S2018 3A Project				814,723.60			81 4,723.60	
Retainage Payab!e					$1 29,657.83		129,657.83	
Accounts Payable					53,140.45		53,140.45	
Total Current Liabilities	$13,823.77	$0.00	$0.00	$835,482.43	$182,798.28	$0.00	$1 ,032,104.48	

Long Term Liabilities
Revenue Bonds Payable - long-Term					$20,835,000.00	$20,835,000.00	
Total Long Term Liabilities	$0.00	$0.00	$0.00	$0.00	$20,835,000.00	$20,835,000.00	

Total Liabilities

Net Assets

$13,823.77	$0.00	$0.00

$835,482.43	$182,798.28	$20,835,000.00	$21,867,104.48

Net Assets, Unrestricted	$338.00						$338.00	
Net Assets - General Govemment	78,551.31						78,551.31	
Current Year Net Assets - General Government	{51,197.12)						(51,197.12)	
Net Assets, Unrestricted		$971,408.78					971,408.78	
Current Year Net Assets, Unrestricted		449,681.50					449,681.50	
Net Assets, Unrestricted			$510,404.94				51 0,404.94	
Current Year Net Assets, Unrestricted							0.00	
Net Assets, Unrestricted				($812,858.07)			(812,858.07)	
Current Year Net Assets, Unrestricted				184,578.72			184,578.72	
Net Assets. Unrestricted					$3,227, 1 98.46		3,227,198.46	
Current Year Net Assets, Unrestricted					(69,286.34)		(69,286.34)	
Total Net Assets	$27,692.19	$1 ,421 ,090.28	$51 0,404.94	($628,279.35)	$3,157,912.12	$0.00	$4,488,820.18	

TTootatall l.iLieabblillliltlioe,s -and NetNet "A's"se"'ts

$4$411,,551155.lffl96

$$11,,442211,,009900.22.&8

$$551100,404044.9944

$20$2077,,22Q303.0808

$$33,334400,,771100.4400

$$2200,,8833$5,0000000.000

$$2626,335555,,992244.6686

Revenues
Other Income & Other Financing Sources On-Roll Assessments
Off-Roll Assessments Other Assessments Developer Contributions
Total Revenues
Expenses
D&O Insurance Trustee Services Dissemination Agent
Assessment Administration Legal Advertising
Lake/Pond Repair & Maintenance
Amenity - Pool Maintenance Amenity - Janitorial
Amenity - Internet
General Insurance Property & Casualty
Landscaping Maintenance & Material Pest Control
Engineering Contingency
Engineering
Capital Expenditures Total Expenses
Other Rev:enues (Expenses} & Gains (Losses} Interest Income
Total Other Revenues (Expenses) & Gains {Losses)
Change In Net Assets

Net Assets At Beginning Of Period Net Assets At End Of Period

General Fund

Debt Service
Funds	Debt Service Fund Series
2019	Capital Projects
Fund	Capital Proj Fund Series
2019	Long Term	Total	

$1 00.00	
$112,1 59.50					112,159.50	
331,106.86					331,1 06.86	
6,415.14					6,415.14	
		$1 82,790.25			182,790.25	
$449,681.50	$0.00	$1 82,790.25	$0.00	$0.00	$632,571.75	
					
$2,415.00	
					8,808.58	
					5,500.00	
					12,500.00	
					1 ,207.50	
					1,1 44.00	
					1 ,650.00	
					523.00	
					74.98	
					3,020.00	
					11 ,616.00	
					2,564.00	
					275.00	
		($2,756.00)			(2,756.00)	
		967.53			967.53	
			$2,756.00		2,756.00	
			66,530.34		66,530.34	
$0.00	$0.00	($1 ,788.47)	$69,286.34	$0.00	$11 8,795.93	

$0.00	

$0.00	

$0.00	

$0.00	

$0.00	

$0.94	
$449,681.50	$0.00	$1 84,578.72	($69,286.34)	$0.00	$539,636.34	

$971,408.78	
$51 0,404.94	
($812,858.07)	
$3,227,198.46	
$0.00	
$188,851.95	

$1,421 ,090.28	
$51 0,404.94	
($628,279.35)	
$3, 157,912.12	
$0.00	
$4,488,820.18	

$1 00.00

$1 00.00

$2,415.00 8,808.58
5,500.00
12,500.00
1 ,207.50
1 ,1 44.00
1 ,650.00
523.00
74.98
3,020.00
11 ,616.00
2,564.00
275.00

$51 ,298.06

$0.94

($51,197.12)

$78,889.31

$27,692.19 

Towne Park COD Statement of Activities As of 1 0/31/19

Debt Group

$0.94