Charles Cove Community Development District
12051 Corporate Boulevard, Orlando, FL 32817; 407-723-5900

The meeting of the Board of Supervisors for the Charles Cove Community Development District will be held Wednesday, January 15, 2020 at 1:00 p.m. at 43824 Highway 27, Davenport, FL 33837. The proposed agenda for this Board Meeting is found below.

If you would like to attend the Board Meeting by phone, you may do so by dialing: Phone:	1-866-621-3956	Participant Code:	796 580 192#

LANDOWNERS' MEETING AGENDA
Call to Order
Appointment of Chairperson for the Purpose of Conducting the Landowners' Meeting
Determination of Number of Voting Units Represented or Assigned by Proxy
Acceptance of Nominations for the Board of Supervisors
Casting of Ballots
Ballot Tabulations and Announcement of Election Results
Adjournment

BOARD OF SUPERVISORS' MEETING AGENDA

Organizational Matters
Roll Call to Confirm Quorum
Public Comment Period
Swearing in Newly Elected Board Members
Consideration of the Minutes of the December 11, 2019 Board of Supervisors' Organizational Meeting (provided under separate cover)
Consideration of Resolution 2020-26, Canvassing and Certifying the Results of the Landowners' Election
Consideration of Resolution 2020-27, Election of Officers

Business Matters
Consideration of Statement of Qualifications for the Position of District Engineer
Consideration of Professional Engineering Services Agreement with Dave Schmitt Engineering Inc.
Consideration of Phase 1A Conveyance
Public Hearing on the Imposition of Special Assessments o	Public Comments and Testimony
o	Board Comments
o	Consideration of Resolution 2020-28, Levying Special Assessments
Consideration of Resolution 2020-29, Setting Hearing Date, Time, and Place and Authorizing Publication of Notice of Public Hearing on Parking and Parking Enforcement Policies

Other Business Staff Reports
District Counsel Interim Engineer
District Manager - next meeting is February 19th Supervisor Requests and Audience Comments Adjournment

INSTRUCTIONS RELATING TO LANDOWNERS' MEETING OF CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT FOR THE ELECTION OF SUPERVISORS

DATE OF LANDOWNERS' MEETING: Wednesday, January 15, 2020

TIME: 1:00 P.M.

LOCATION:	43824 US-27, Davenport, FL 33837

Pursuant to Chapter 190, Florida Statutes, and after a Community Development District ("District") has been established and the landowners have held their initial election, there shall be a subsequent landowners' meeting for the purpose of electing members of the Board of Supervisors ("Board") every two years until the District qualifies to have its board members elected by the qualified electors of the District. The following instructions on how all landowners may participate in the election are intended to comply with Section 190.006(2)(b), Florida Statutes.

A landowner may vote in person at the landowners' meeting, or the landowner may nominate a proxy holder to vote at the meeting in place of the landowner. Whether in person or by proxy, each landowner shall be entitled to cast one vote per acre of land owned by him or her and located within the District, for each position on the Board that is open for election for the upcoming term. A fraction of an acre shall be treated as one (1) acre, entitling the landowner to one vote with respect thereto. Please note that a particular parcel of real property is entitled to only one vote for each eligible acre of land or fraction thereof; therefore, two or more people who own real property in common, that is one acre or less, are togeth er ent itled to only one vote for that reaJ property.

At the landowners' meeting, the first step is to elect a chair for the meeting, who may be any person present at the meeting. The landowners shall also elect a secretary for the meeting who may be any person present at the meeting. The secretary shall be responsible for the minutes of the meeting. The chair shall conduct the nominations and the voting. If the chair is a landowner or proxy holder of a landowner, he or she may nominate candidates and make and second motions. Candidates must be nominated and then shall be elected by a vote of the landowners. Nominees may be elected only to a position on the Board that is open for election for the upcoming term.

Five (5) seats on the Board will be up for election by landowners. The two candidates receiving the highest number of votes shall be elected for a term of four (4) years. The candidate receiving the next highest number of votes shall be elected for a term of two (2) years. The term of office for each successful candidate shall commence upon election.

A proxy is available upon request. To be valid, each proxy must be signed by one of the legal owners of the property for which the vote is cast and must contain the typed or printed name of the individual who signed the proxy; the street address, legal description of the property or tax parcel identification number; and the number of authorized votes. If the proxy authorizes more than one vote, each property must be listed and the number of acres of each property must be included. The signature on a proxy does not need to be notarized.

LANDOWNER PROXY
CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT CITY OF HAINES CITY, POLK COUNTY, FLORIDA LANDOWNERS' MEETING - JANUARY 15, 2020

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the fee simple owner of the lands described herein, hereby constitutes and appoints	("Proxy Holder")
for and on behalf of the undersigned, to vote as proxy at the meeting of the landowners of the Charles Cove Community Development District to be held at 43824 Highway 27, Davenport, Florida 33837, on January 15, 2020, at 1:00 p.m. and at any adjournments thereof, according to the number of acres ofunplatted land and/or platted lots owned by the undersigned landowner that the undersigned would be entitled to vote if then personally present, upon any question, proposition, or resolution or any other matter or thing that may be considered at said meeting including, but not limited to, the election of members of the Board of Supervisors. Said Proxy Holder may vote in accordance with his or her discretion on all matters not known or determined at the time of solicitation of this proxy, which may legally be considered at said meeting.

Any proxy heretofore given by the undersigned for said meeting is hereby revoked. This proxy is to continue in full force and effect from the date hereof until the conclusion of the landowners' meeting and any adjournment or adjournments thereof, but may be revoked at any time by written notice of such revocation presented at the landowners' meeting prior to the Proxy Holder's exercising the voting rights conferred herein.

Printed Name of Legal Owner

By: _   _   _   _   _   _   _   _   _
Its: -----------

Date

Parcel Description	Acreage	Authorized Votes

[Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel. If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.]

Total Number of Authorized Votes:

NOTES: Pursuant to Section 190.006(2)(b), Florida Statutes (2019), a fraction of an acre is treated as one (1) acre entitling the landowner to one vote with respect thereto. Moreover, two (2) or more persons who own real property  in common that is one acre or less are together entitled to only one vote for that real property.

If the fee simple landowner is not an individual, and is instead a corporation, limited liability company, limited partnership or other entity, evidence that the individual signing on behalf of the entity has the authority to do so should be attached hereto (e.g., bylaws, corporate resolution, etc.).

OFFICIAL BALLOT
CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT CITY OF HAINES CITY, POLK COUNTY, FLORIDA LANDOWNERS' MEETING - JANUARY 15, 2020

For Election (5 Supervisors): The two (2) candidates receiving the highest number of votes will each receive a four
(4) year term, and the three (3) candidates receiving the next highest number of votes will each receive a two (2) year term, with the term of office for the successful candidates commencing upon election.

The undersigned certifies that he/she/it is the fee simple owner of land, or the proxy holder for the fee simple owner of land, located within the Charles Cove Community Development District and described as follows:

Description	Acreage

[Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel.] [If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.]

or

Attach Proxy.

I, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , as Landowner, or as the proxy holder of
_ _ _  _  _  _  _  _  _  _  _  _  _  _  _  _  _  _  _  _  _ (Landowner)  pursuant to the Landowner's  Proxy attached  hereto, do cast my votes as follows:

NAME OF CANDIDATE	NUMBER OF VOTES

1.   		 	
2.   		 	
3.   		 	

4. - - - - - - - - - - - - - - -
5. - - - - - - - - - - - - - - - -

Date: _  _  _  _  _  _  _  _  _  _  _  _  _  _	Signed: _ _ _ _ _ _ _ _ _ _ _ _ _

Printed Name: _ _ _ _ _ _ _ _ _ _ _

I

Charles Cove Community Development District

Oath of Office

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT
BOARD OF SUPERVISORS OATH OF OFFICE

!,	, A CITIZEN OF THE STATE OF FLORIDA AND OF THE
UNITED STATES OF AMERICA, AND BEING EMPLOYED BY OR AN OFFICER OF CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT AND A RECIPIENT OF PUBLIC FUNDS AS SUCH EMPLOYEE OR OFFICER, DO HEREBY SOLEMNLY SWEAR OR AFFIRM THAT I WILL SUPPORT THE CONSTITUTION OF THE UNITED STATES AND OF THE STATE OF FLORIDA.

Board Supervisor

ACKNOWLEDGMENT OF OATH BEING TAKE

STATE OF FLORIDA COUNTY OF POLK

The foregoing oath was administered  before me this _    day of	, 2020,
by _ _  _  _  _  _  _  _  _  _  _  _  _  _  ,  who personally  appeared  before  me,  and  is  personally known to me or has produced	as identification, and is
the person described in and who took the aforementioned oath as a Member of the Board of Supervisors of Charles Cove Community Development District and acknowledged to and before me that he/she took said oath for the purposes therein expressed.

(NOTARY SEAL)

Notary Public, State of Florida

Print Name: - - - - - - - - - - - - -
Commission No.:	Expires: 		_

Charles Cove Community Development District

Minutes of the December 11, 2019 Board of Supervisors' Organizational Meeting

MINUTES OF MEETING

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT ORGANIZATINAL MEETING
Wednesday, December 11, 2019 2:00 p.m.
Ramada, 43824 US-27, Davenport, FL 33837

Board Members present:

Timothy Hultgren Branden Eckenrode Bradley Kingsley

Also present were:

Jennifer Walden Sarah Warren Kevin Plenzler Brett Sealy Dave Schmidt Bruce Taylor Mike Williams

Board Member Board Member Board Member

PFM Group
Hopping Green & Sams, P.A. PFM
MBS Capital Markets Dave Schmidt Engineering Dave Schmidt Engineering Akerman

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

Ms. Walden called the meeting of the Board of Supervisors of the Charles Cove CDD to order at 2:00 p.m. and the roll was called.

SECOND ORDER OF BUSINESS	Public Comment Period

Ms. Walden called for any public comments on any agenda items. There were no public comments at this time.

THIRD ORDER OF BUSINESS		Administration of the Oath of Office to New Members of the Board of Supervisors

Ms. Walden administered the oath of office to the new Board Members prior to the start of today's meeting to establish a quorum.

FOURTH ORDER OF BUSINESS		Overview of the Florida "Government in the Sunshine" Regulations and other Board Member Responsibilities
Statement of Financial Interest,
Form 1
Board Member Compensation

Ms. Walden explained the Sunshine Law. The Board and District are subject to public record requests. This includes emails, District staff recommends keeping a separate folder for District business in case there is a public records request. Additionally, the Board should not discuss District business outside of the Board meeting.

Ms. Walden explained that the Statement of Financial Interest will need to be filled out by each Board Member and submitted to the Supervisor of Elections in the County in which they reside.
Ms. Walden explained the Board Member compensation. They are entitled to receive $200.00 for each meeting they attend.

FIFTH ORDER OF BUSINESS	Review of District Contact List

The Board reviewed the District Contact List. No action was required.

SIXTH ORDER OF BUSINESS	Consideration of Resolution 2020-01, Appointing District Officers

Ms. Walden explained that the Board must appoint a Chair, Vice-Chair , Secretary and Assistant Secretaries. District staff recommends appointing Jennifer Walden as Secretary and Lynne Mullins as Assistant Secretary.

The Board discussed appointing Timothy Hultgren as Chair and Brandon Eckenrode as Vice-Chair. John Auld, Chris Wrenn and Bradley Kinsley as Assistant Secretaries.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-01, Appointing District Officers; as follows; Timothy Hultgren as Chair, Brandon Eckenrode as Vice­ Chair, Jennifer Walden as Secretary, Lynne Mullins, Chris Wrenn and Bradley Kinsley as Assistant Secretaries.

SEVENTH ORDER OF BUSINESS		Consideration of Resolution 2020-02, Designating Treasurer and Assistant Treasurer

Ms. Walden recommended Jennifer Glasgow as Treasurer and Amanda Lane as Assistant Treasurer.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-02, Designating Jennifer Glasgow as Treasurer and Amanda Lane as Assistant Treasurer.

EIGHTH ORDER OF BUSINESS		Consideration of Resolution 2020-03, Appointing District Manager, Assessment Consultant, and Investment Representative
District Management Agreement
Financial Advisory Agreement

Ms. Walden explained that this resolution appoints PFM as the District Manager, Assessment Consultant, and Investment Representative for the District. The District Management Agreement is attached to the resolution as Exhibit A and the Financial Advisory Agreement is attached to the Resolution as Exhibit B.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-03, Appointing District Manager, Assessment Consultant, and Investment Representative.

NINTH ORDER OF BUSINESS		Consideration of Resolution 2020-04, Designating	the	Primary Administrative Office and Principle Headquarters

Ms. Walden recommended the PFM Orlando East Office as the location for the District's Primary Administrative Office. The District's Principle Headquarters must be located in Polk County. Ms. Walden noted that the District can use the library as the District's Principle Headquarters.

Mr. Eckenrode asked the purpose of each. Ms. Warren explained that the purpose is to establish proper venue. District staff wants venue tor the District if there was a lawsuit or a public records request to be in the County where the District is located.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-04, Designating the Primary Administrative Office and Principle Headquarters, as presented.

TENTH ORDER OF BUSINESS	Consideration of Resolution 2020-05,
Appointing District Counsel
District Counsel Retainer Letter
District Counsel Agreement

Ms. Walden explained that this resolution lists Hopping Green & Sams as District Counsel. The District Counsel Retainer Letter is attached to the Resolution as Exhibit A. The District Counsel Agreement is attached to the Resolution as Exhibit B.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor , the Board approved Resolution 2020-05, Appointing Hopping Green & Sams as District Counsel.

ELEVENTH ORDER OF BUSINESS		Consideration of Resolution 2020-06, Designating Registered Agent & Office

District staff recommended Roy Van Wyk as the Registered Agent and Hopping Green & Sams as the District's Registered Office.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor , the Board approved Resolution 2020-06, Designating Registered Agent & Office.

TWELFTH ORDER OF BUSINESS	Consideration of Resolution 2020-07,
Appointing Interim Engineer
Interim	District	Engineer Agreement
Approval of Work Authorization

Ms. Walden explained that this resolution lists Dave Schmidt Engineering, Inc. as the District's Interim Engineer and the agreement is attached to the Resolution as exhibit A. Ms. Walden also requested approval of Work Authorization No. 1 which the scope of work is for meetings and assistance as well as the Engineer's Report.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-07, Appointing Interim Engineer and Work Authorization No. 1.

THIRTEENTH ORDER OF BUSINESS		Authorization of RFQ for District Engineering Services under the CCNA

Ms. Walden explained that District staff needs authorization of an RFQ for District Engineering Services under the CCNA. Behind there is an ad to be published to start the process as well as the Competitive Selection Criteria that the District will utilize.

Ms. Warren stated that the evaluation criteria does include prior experience with the project.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board authorized District staff to publish the RFQ District Engineering Services under the CCNA and bring back the qualifications package(s) to a future meeting.

FOURTEENTH ORDER OF BUSINESS	Consideration of Resolution 2020-08, Annual Meeting Schedule for Fiscal Year 2019/2020

District staff is proposing the 3rd Wednesday of each month at this location. A discussion took place about the time for the meetings.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-08, Annual Meeting Schedule for Fiscal Year 2019/2020 on the 3rd Wednesday of each month at 1:00
p.m. at the Ramada, 43824 US-27, Davenport, FL 33837.

FIFTEENTH ORDER OF BUSINESS		Consideration of Resolution 2020-09, Designating Date, Time, and Location for Landowners' Meeting

District staff recommends January 15, 2020 as the Landowner's Meeting at 1:00 p.m. at this location.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-09, Designating Date, Time, and Location for Landowners' Meeting at 1:00 p.m. at the Ramada, 43824 US-27, Davenport, FL 33837.

SIXTEENTH ORDER OF BUSINESS		Consideration of Resolution 2020-10, Approving Fiscal Year 2019/2020 Proposed Annual Budgets and Setting a Public Hearing Date for Final Adoption

Ms. Walden presented Fiscal Year 2020 Proposed Budgets in the amount of $226,701.67. Some of the fixed costs won't change but some of the not to exceed costs may decrease.. The Board can bring down the budget in the future but cannot increase the budget.

Ms. Warren explained that for Fiscal Year 2020 there will not be assessments levied. The Budget will be Developer funded for the remainder of the year. When the District starts the budget process in May 2020 that is when the Board will contemplate how much they want the budget to be the coming year.Mr. Hultgren asked what the effective date is that O&M will be levied on individual lot owners. Ms. Warren responded that it would be for the Fiscal Year beginning October 1, 2020 and would go on their tax bill for that year.

Ms. Eckenrode asked if this is for all project consideration or just Phase 1. Ms. Walden responded that it is for Phase 1. Ms. Walden explained that the Budget is in preliminary form and still has to have the budget hearing for final adoption.

District staff is proposing a budget of $226,701.67 and recommended the public hearing date for the final budget be on March 18, 2020 at 1:00 p.m. at this location.

On MOTION by Mr. Hultgren, seconded by Mr. Kingsley, with all in favor, the Board approved Resolution 2020-10, Approving Fiscal Year 2019/2020 Proposed Annual Budget of $226,701 .67 and Setting a Public Hearing Date for Final Adoption on March 18, 2020 at 1:00 p.m. at Ramada, 43824 US-27, Davenport, FL 33837.

SEVENTEENTH ORDER OF BUSINESS	Consideration of FY 2019/2020 Budget Funding Agreement

Ms. Walden explained that the FY 2019/2020 Budget Funding Agreement is with D.R. Horton, Inc. to fund the O&M Budget for Fiscal Year 2020.

Ms. Warren noted that the District will be invoiced on a cost incurred basis and will only pay actual costs for this year.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved the Fiscal Year 2019/2020 Budget Funding Agreement.

EIGHTEENTH ORDER OF BUSINESS	Consideration of Establishment of Auditor Selection Committee

Ms. Walden explained that the Board is free to choose who they would like for the Auditor Selection Committee but District Staff recommends that the Board appoint the five Board Members as the Auditor Selection Committee.

On MOTION by Mr. Hultgren, seconded by Mr. Kingsley, with all in favor, the Board approved Appointing the Five Board members as the Auditor Selection Committee.

NINTEENTH ORDER OF BUSINESS		Consideration of Resolution 2020-11, Setting a Public Hearing on Adoption of Rules of Procedure
Rules of Procedure
Note of Rule Development
Notice of Rulemaking

Ms. Walden presented Resolution 2020-11 to the Board. Included behind the Resolution are the proposed rules and notices. District staff is recommending March 18, 2020 at 1:00 p.m. at this location as the public hearing.

Mr. Eckenrode asked if the Board can address a potential parking issue. Ms. Warren stated that the District would probably do that with a separate public hearing specifically to address parking and towing.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-11, Setting a Public Hearing on Adoption of Rules of Procedure on March 18, 2020 at 1:00 p.m. at the Ramada, 43824 US-27, Davenport, FL 33837.

TWENTIETH ORDER OF BUSINESS		Consideration of Resolution 2020-12, Expressing the Intent of the District to Utilize the Uniform Method of Levy, Collection and Enforcement of Non Ad-Valorem Assessments and Setting a Public Hearing Date Thereon

Mr. Hultgren noted a typo within the resolution for the notice of rulemaking. District staff will correct the error.

Ms. Warren recommended setting the public hearing on the District's intent to utilize the Uniform Method on February 19, 2020.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-12, Expressing the Intent of the District to Utilize the Uniform Method of Levy, Collection and Enforcement of Non Ad-Valorem Assessments and Setting a Public Hearing Date on February 19, 2020 at 1:00 p.m. at the Ramada, 43824 US-27, Davenport, FL 33837.

TWENTY-FIRST ORDER OF BUSINESS		Consideration of Resolution 2020-13, Designating Local District Office

Ms. Walden stated that the District could use the library until the District has an on-site location. That is the Haines City Public Library at 111 North 5th Street, Haines City Florida, 33844.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-13, Designating Local District Office, as Haines City Public Library located at 111 North 5th Street, Haines City Florida, 33844.

TWENTY-SECOND ORDER OF BUSINESS	Consideration of Resolution 2020-14,
Setting Forth the Policy of the District with Regard to the Support and Legal Defense of Board of Supervisors and District Staff

Ms. Walden explained that this resolution is to provide indemnification and legal support to all members of the Board and District Staff.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-14, Setting Forth the Policy of the District with Regard to the Support and Legal Defense of Board of Supervisors and District Staff.

TWENTY-THIRD ORDER OF BUSINESS		Authorization	to	Obtain	General Liability and Public Officers Insurance

Ms. Walden requested authorization from the Board to obtain General Liability and Public Officers Insurance.

On MOTION by Mr. Eckenrode, seconded by Mr. Kingsley, with all in favor, the Board authorized the Chairman to select General Lability and Public Officers Insurance at a not to exceed amount of $5,000.00.

TWENTY-FOURTH ORDER OF BUSINESS	Consideration of Resolution 2020-15,
Providing for the Public's Opportunity to be Heard Addressing Public Meetings and Public Comment Period

The Board reviewed Resolution 2020-15, providing for the public's opportunity to be heard.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-15, Providing for the Public's Opportunity to be Heard Addressing Public Meetings and Public Comment Period.

TWENTY-FIFTH ORDER OF BUSINESS		Consideration of Resolution 2020-16, Adoption of Records Retention Policy; and Providing for Severability and Effective Date

Ms. Walden explained that this resolution appoints the Secretary as the District's Records Custodian. Ms. Warren stated that one option is to retain records consistent with Florida's Department of Library Services and the other is to keep all records indefinitely. She recommended going with the State's Retention Schedule.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-16, Adoption of Records Retention Policy; and Providing for Severability and Effective Date with option 1, as outlined above.

TWENTY-SIXTH ORDER OF BUSINESS	Consideration of Resolution 2020-17, Adoption of Travel Reimbursement Policy

Ms. Warren explained that this resolution provides for travel reimbursement for Board Members.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-17, Adoption of Travel reimbursement Policy.

TWENTY-SEVENTH ORDER OF BUSINESS	Consideration of Resolution 2020-18,
Adoption of Prompt Payment Act Policies and Procedures

Ms. Walden explained that the District is required to establish procedures for marking payment requests or invoices as received and to established dispute resolution procedures. This Resolution is set to ensure timely payment to vendors or contractors and to provide guidance in contracting matters. The Policies and Procedures are provided as an exhibit to the resolution. Payment is due from the District 45 days in which the invoice is date stamped received.

On MOTION by Mr. Eckenrode, seconded by Mr. Kingsley, with all in favor, the Board approved Resolution 2020-18, Adoption of Prompt Payment Act Policies and Procedures.

TWENTY-EIGHTH ORDER OF BUSINESS		Consideration of Resolution 2020-19, Authorizing the Filing Notice of Establishment

Ms. Warren stated that the Board is authorizing to record the Notice of Establishment in the official records of Polk County.

On MOTION by Mr. Eckenrode, seconded by Mr. Kingsley, with all in favor, the Board approved Resolution 2020-19, Authorizing the Filing Notice of Establishment.

TWENTY-NINTH ORDER OF BUSINESS		Consideration	of	District	Website Proposal

Ms. Walden noted that District staff did not have an agreement done in time for the meeting. Ms. Warren stated that District Staff can put a standard form of agreement in place. The proposal is to put in place the District's required website and to ensure that it is ADA compliant.

Ms. Walden stated that there is a one-time set up fee of $3,000.00, the monthly maintenance fee of $125.00, and the ADA Auditing fee which is a quarterly charge of $300.00.

Mr. Eckenrode asked if District Staff solicited other proposals for this. Ms. Walden stated that District Staff did not but if the Board would like them to they can solicit other proposals. This is the vendor PFM uses with most of their District's. Lakeside Landings switched to this website provider because their fees were better than some of the others when they bid. Ms. Warren stated that District Staff is only using 2-3 vendors at this point as they have worked very closely with a few of the vendors and the different insurance carriers to make sure that the District is being very consistent with how they were handling ADA Compliance.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved the District Website Proposal.

THIRTIETH ORDER OF BUSINESS		Consideration of Resolution 2020-20, Authorizing the District Manager or Treasurer to Execute the Public Depositors Report

Ms. Walden requested a motion to approve Resolution 2020-20, Authorizing the District Manager or Treasurer to Execute the Public Depositors Report and other financial reports as required by law.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-20, Authorizing the District Manager or Treasurer to Execute the Public Depositors Report.

THIRTY-FIRST ORDER OF BUSINESS	Consideration of Resolution 2020-21, Authorization to Establish Checking Account and Designation of Authorized Signatories for Operating Account(s)

Ms. Walden stated that the District Accountant is recommending Synvus or Valley Bank and Ms. Glasgow and Ms. Lane as the District's authorized signatories for operating accounts.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-21, Authorization to Establish Checking Account with Synvus and Designation of Ms. Glasgow and Ms. Lane Authorized Signatories for Operating Account(s).

THIRTY-SECOND ORDER OF BUSINESS		Consideration of Resolution 2020-22, Adopting Alternative Investment Guidelines

Ms. Walden explained that this is needed for the investment of public funds in excess of amounts needed to meet current operating expenses in accordance with Section 218.415, Florida Statutes.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-22, Adopting Alternative Investment Guidelines.

THIRTY-THIRD ORDER OF BUSINESS	Consideration	of Agreement for Phase 1

Acquisition

The Board reviewed the Acquisition Agreement for Phase 1. This is with D.R. Horton and Counsel prepared this agreement.

Ms. Warren stated that the agreement contemplates the District's acquisition of work product and any improvements that may be complete. To the extent that Bond Counsel deems the costs associated with the acquisition proper, those would be eligible for reimbursement from Bond proceeds in the future.

Mr. Eckenrode asked if this covers Phase 1 or the entirety of Charles Cove. Ms. Warren responded that it covers just Phase 1.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Acquisition Agreement for Phase 1.

THIRTY-FOURTH  ORDER OF BUSINESS	Consideration	of	Bond	Financing Team Funding Agreement

Ms. Walden explained that the Bond Financing Team Funding Agreement is with D.R. Horton, Inc., to provide funds to enable the District to commence its financing program.

Ms. Warren explained that the agreement contemplates that D.R Horton will provide funding to the extent necessary to proceed with Bond Validation and moving forward with the financing. These costs would be eligible for reimbursement from Bond proceeds.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved the Bond Financing Team Funding Agreement.

THIRTY-FIFTH ORDER OF BUSINESS		Consideration Agreement

of	Underwriter

Ms. Walden explained that the Underwriter Agreement is with MBS Capital Markets. Mr. Sealy stated that this is a standard investment banking agreement that provides for a fee of 2% of the principle amount of the Bonds issued. It is a contingency based agreement meaning that if Bonds aren't issued or MBS Capital Markets does not deliver, they do not get paid..

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Underwriter Agreement.

THIRTY-SIXTH  ORDER OF BUSINESS	Consideration	of	Bond	Counsel Agreement

Ms. Walden stated that the Bond Counsel Agreement is with Akerman. Mr. Williams provided some background of his company's credentials.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved the Bond Counsel Agreement with Akerman.

THIRTY-SEVENTH ORDER OF BUSINESS

Ms. Walden stated that the Trustee Agreement is with US Bank.

Consideration of Trustee Agreement

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved the Trustee Agreement with US Bank.

THIRTY-EIGHTH ORDER OF BUSINESS	Consideration of Engineer's Report

Mr. Schmidt presented the updated Engineer's Report with comments addressed. The Engineer's Report is broken up by Phase 1, Phase 2 and total project. Storm water and utilities is included but it is City utilities. The total cost for Phase 1 and Phase 2 is $14,925,000.00.

Ms. Warren asked Mr. Schmidt to confirm in his professional opinion that the costs are reasonable and proper. He confirmed.

THIRTY-NINTH ORDER OF BUSINESS		Consideration of Master Assessment Methodology Report for Bond Validation

Mr. Plenzler stated the first is the Master Assessment Methodology Report which outlines the maximum assessments that will secure the repayment of Bonds issued by the District to fund the Capital Improvements which benefit those lands. This is for Phases 1& 2 and will go before Polk County for Bond Validation.

The District's Land Use Plan found on Table 1 on page 3. There are 550 single family lots planned for the District in two phases and 322 lots in phase 1 and 228 units in Phase 2. Table 2 on page 3 is provided by the District Engineer. Table 5 on page 8 outlines that the District intends to fund the maximum of
$19,330,000.00 of total bond debt of the bond financing to be used to fund the portion of the CIP.

It will require a maximum Bond Principle totaling $12,330,000.00. Table 6 outlines the maximum Principle per unit. As shown in Phase 1 the Principle per unit assessment of $37,236.00. In Phase 2 the Principle per unit assessment is $32,193.00. Table 7 outlines the maximum annual assessments per lot. For Phase 1 the maximum annual assessment is $2,633.00 on a per unit basis. In Phase 2 the maximum annual assessment is $2,277.00 per unit on a net basis. He analyzed the Bond Debt Service Assessments on an acreage and a per lot basis for each of the phases and found the assessments to be reasonably and equitably allocated. He also found that the benefit received by each of the District's property owners from the Districts Capital Improvements will exceed the cost of the related assessments.

Ms. Warren requested a motion to approve the Master Engineer's Report and the Master Assessment Methodology for Bond Validation. A discussion took place. Ms. Warren explained the Bond Validation process. Ms. Warren requested a motion to approve the Master Engineer's Report.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode with all in favor, the Board approved the Engineer's Report.

Ms. Warren requested a motion to approve the Master Assessment Methodology.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode with all in favor, the Board approved the Master Assessment Methodology.

FOURTIETH ORDER OF BUSINESS	Consideration of Master Assessment Methodology Report for Phase 1

Mr. Plenzler presented the Master Assessment Methodology Report for Phase 1. This will outline the maximum assessments that will secure the repayment of Bonds that will be issued by the District for Phase
1. Table 1 outlines that there will be 322 units for Phase 1 and the phase Capital Improvement cost for the District as provided by the District Engineer show that an estimated $10,300,000.00 of those costs will be associates with Phase 1 development. Table 5 outlines that for the District to fund the District's Capital Improvement Fund will require a maximum Bond Principle of $11,990,000.00. Table 6 outlines the maximum  Principle  per unit consistent  with the Master. The Phase 1 Principle per unit  assessments  is
$37,236.00. Table 7 outlines the maximum annual assessment is $2,633.00 on a per unit basis.

He analyzed the Bond Debt Service Assessments on an acreage and a per lot basis for Phase 1 and found the assessments to be reasonably and equitably allocated. The benefit received by each of the District's property owners from the Districts Capital Improvements will exceed the cost of the related assessments.

FOURTY-FIRST ORDER OF BUSINESS		Consideration of Resolution 2020-23, Declaring Special Assessments

Ms. Warren explained that this resolution declares Special Assessments for Phase 1, adopts the Preliminary Master Engineers Report, sets forth the Phase 1 costs and improvements to be financed and constructed by the District. Adopts the Preliminary Master Assessment methodology for Phase 1 that Mr. Plenzler presented and by adopting the Resolution the District finds that the improvements set forth in the Engineer's Report are proper public improvements and that the costs are reasonable. The District also finds that the assessments as allocated by the Master Assessment Methodology Report for Phase 1 are fairly and reasonably apportioned and the benefit provided by the Capital Improvement Plan exceeds the amount of assessments that will be levied on the Phase 1 property. It directs District Staff to provide notice of the assessment hearing including mailed notice to the Landowner of record as well as published notice in a newspaper of general circulation in Polk County.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-23, Declaring Special Assessments.

FOURTY-SECOND ORDER OF BUSINESS	Consideration of Resolution 2020-24,
Setting Public Hearing for Imposing Special Assessments

Ms. Walden noted that District staff recommends January 15, 2020 at 1:00 p.m. or 1:30 p.m. as this location.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-24, Setting Public Hearing for Imposing Special Assessments for January 15, 2020 at 1:00 p.m. at the Ramada, 43824 US-27, Davenport, FL 33837.

FOURTY-THIRD ORDER OF BUSINESS	Consideration of Resolution 2020-25, Bond Resolution

Mr. Williams stated that Section 190.1612 of the Florida Statutes requires a COD to validate Bonds with a maturity of more than five years. The District must authorize the Bond Issue, authorize Validation, and recognize the existence of a Trust Indenture. This resolution appoints US Bank as the District's Trustee.

A discussion took place that the Bond Validation number will need to move to $19,500,000.00.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-25, Bond Resolution with the amount of $19,500,000.00.

FOURTY-FOURTH ORDER OF BUSINESS	Consideration of Funding Request No.
1

Ms. Walden explained that this is a typical request of $25,000.00 to have funds available to pay initial invoices that start coming in for the District.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Funding Request No. 1.

FOURTY-FIFTH ORDER OF BUSINESS	Staff Reports

Attorney:  No Report

Engineer:  No Report

District Manager: Ms. Walden noted that the next scheduled meeting is Wednesday,  January 15, 2020 at 1:00 p.m. at this location.

FOURTY-SIXTH ORDER OF BUSINESS		Audience Comments & Supervisor Requests

Mr. Eckenrode discussed pond maintenance and he has a quote from Aquatic Weed and will forward that to District Management. The maintenance needs to start immediately. Ms. Warren suggested that the Board approve the proposal for a not to exceed amount and authorize the Chair execute it.

On MOTION by Mr. Eckenrode, seconded by Mr. Kingsley, with all in favor, the Board approved the Pond maintenance proposal for a not to exceed amount of $1,000.00 per month authoring the Chair to execute.

FOURTY-SEVENTH ORDER OF BUSINESS	Adjournment

There was no further business to discuss. Ms. Warren requested a motion to adjourn.

On MOTION by Mr. Hultgren, seconded by Mr. Kingsley, with all in favor, the December 11, 2019 Meeting of the Board of Supervisors of the Charles Cove Community Development District was adjourned.

Secretary I Assistant Secretary	Chairperson / Vice Chairperson

Charles Cove Community Development District

Resolution 2020-26,
Canvassing and Certifying the Results of the Landowners' Election

RESOLUTION 2020-26

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT CANVASSING AND CERTIFYING THE RESULTS OF THE LANDOWNERS ELECTION OF SUPERVISORS HELD PURSUANT TO SECTION 190.006(2), FLORIDA STATUTES, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the Charles Cove Community Development District (hereinafter, 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 Haines City, Florida; and

WHEREAS, pursuant to Section 190.006(2), Florida Statutes, a landowners meeting is required to be held within 90 days of the District's creation and every two years following the creation of the District for the purpose of electing supervisors of the District; and

WHEREAS, such landowners meeting was held on January 15, 2020, the Minutes of which are attached hereto as Exhibit A, and at which the below recited persons were duly elected by virtue of the votes cast in his/her favor; and

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

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT:

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

 		Seat 1
 		Seat 2
 		Seat 3
 		Seat 4
 		Seat 5

Votes -----
Votes -----
Votes -  -	-	-	-
Votes -	-	-	-	-	-
Votes -----

Section 2. In accordance with Section 190.006(2), Florida Statutes, and by virtue of the number of votes cast for the Supervisor, the above-named person is declared to have been elected for the following term of office:

 		4 Year Term
 		4 Year Term
 		2 Year Term
 		2 Year Term

2 Year Term

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

PASSED AND ADOPTED THIS 15TH DAY OF JANUARY, 2020.

Attest:

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

Chairperson
Secretary/Assistant Secretary

Charles Cove Community Development District

Resolution 2020-27, Election of Officers

RESOLUTION 2020-27

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT ELECTING THE OFFICERS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, the Charles Cove Community Development District ("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 Haines City, Florida; and

WHEREAS, pursuant to Chapter 190, Florida Statutes, the Board of Supervisors ("Board"), shall organize by electing one of its members as Chair and by electing a Secretary, and such other officers as the Board may deem necessary.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT:

DISTRICT OFFICERS. The District officers are as follows:

_ _ _ _ _ _ _ _ _ _ _ _ is appointed Chairperson.
_ _ _ _ _ _ _ _ _ _ _ _ is appointed Vice-Chairperson.
_ _ _ _ _ _ _ _ _ _ _ _ is appointed Secretary.
_  _  _  _  _  _  _  _  _  _  _  _  is appointed Assistant Secretary.
_  _  _  _  _  _  _  _  _  _  _  _  is appointed Assistant Secretary.
_  _  _  _  _  _  _  _  _  _  _  _   is appointed Assistant Secretary.
_  _  _  _  _  _  _  _  _  _  _  _   is appointed Assistant Secretary.
_ _ _ _ _ _ _ _ _ _ _ _ is appointed Treasurer.
_ _ _ _ _ _ _ _ _ _ _ _ is appointed Assistant Treasurer.

CONFLICTS. All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict.

EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 15th day of January, 2020.

Attest:	CHARLES COVE COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Charles Cove Community Development District

Statement of Qualifications
for the Position of District Engineer

-

January 8, 2020

Ms. Jennifer Walden
PFM Group Consulting LLC 12051 Corporate Boulevard
Orlando, Florida 32817

Re:		Charles Cove Community Development District Qualification Statement

Dear Jennifer,

Dave Schmitt Engineering, Inc. has a lot of experience in residential and multi-family development throughout the state of Florida. As a professional engineer, I have over 31 years of experience in civil engineering. My experience involves work during all phases of design, planning, permitting and construction. I am a member of the Board of Directions for the Greater Orlando Builders Association and a member of the American Society of Civil Engineering. I also received the Florida Engineering Fellow Award - August 2009.

Sincerely,

Dave Schmitt, P.E.
President

12301 Lake Underhill Road, Suite 241 Orlando, FL 32828
Phone: (407) 207-9088	Fax: (407) 207-9089

www.dseorl.com

ARCHITECT - ENGINEER QUALIFICATIONS

PART 1- CONTRACT-SPECIFIC QUALIFICATIONS

CONTRACT INFORMATION
TITLE AND LOCATION (C;ty and State)
Charles Cove Community Development District
PUBLIC NOTICE DATE	3. SOLICITATION OR PROJECT NUMBER

NAME AND TITLE
Dave Schmitt, President
NAME OF FIRM
Dave Schmitt Engineering, Inc.
TELEPHONE NUMBER
407-207-9088

ARCHITECT-ENGINEER POINT OF CONTACT

FAX NUMBER	8. E-MAIL ADDRESS
407-207-9089	dave.schmitt dseorl.com
PROPOSED TEAM

(Complete this section for the prime contractor and all key subcontractors.)
	(Check)	

9. FIRM NAME	

10. ADDRESS	

11. ROLE IN THIS CONTRACT	
	:L;U
ii:
a.	0::
w
.>.i,Ztr	zls
0 1-
e:				

a.				Dave Schmitt Engineering, Inc.

□CHECK IF BRANCH OFFICE	12301 Lake Underhill Rd., Suite 241
Orlando, FL 32828	Civil Engineer	

b.				
□CHECK IF BRANCH OFFICE			

c.				

0 CHECK IF BRANCH OFFICE			

d.				
n CHECK IF BRANCH OFFICE			

e.				
n CHECK IF BRANCH OFFICE			

f.				
□CHECK IF BRANCH OFFICE			
ORGANIZATIONAL CHART OF PROPOSED TEAM	D (Attached)

RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT
(Complete one Section E for each key person.)
12. NAME

Dave Schmitt, P.E.	13. ROLE IN THIS CONTRACT

Civil Engineer (Prime)	14. YEARS EXPERIENCE	
		a TOTAL	lb.  WlTH CURRENT FIRM
31	13	

FIRM NAME AND LOCATION (City and State)
Dave Schmitt Engineering,Inc.	Orlando, Florida
EDUCATION (Degree and Specialization)
University of Miami
Bachelor of Science ~ Civil Engineering

CURRENT PROFESSIONAL REGISTRATION (State and Discipline)
Professional Engineer~ Florida

OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)
Mr. Schmitt has over 31 years experience in civil engineering. His experience involves work during all phases of design planning, permitting and construction. Mr. Schmitt received the Florida Engineering Fellow  Award ~ August 2009; Member of American Society of Civil Engineering; Member of the Board of Directors for the Greater Orlando Builders Association

RELEVANT PROJECTS

a	(1) TITLE AND LOCATION (City and State)

Nona Park, City of Orlando, Florida	(2) YEAR COMPLETED	
		PROFESSIONAL SERVICES, CONSTRUCTION(If applicable)	
	(3) BRIEF DESCRIPTION  (Brief scope, size, cost, etc.) AND SPECIFIC ROLE	[ZJCheck if project performed with current firm
.
This site is located on Narcoossee Road and Dowden Road in the City of Orlando and will consist of 120 apartment units and is four story buildings with elevators.	

b.	(1) TITLE AND LOCATION (City and State)

Margaritaville/RollingOaks, Osceola County, Florida	(2) YEAR COMPLETED	
		PROFESSIONAL SERVICESI  CONSTRUCTION (If applicable)	
	(3) BRIEF DESCRIPTION (Brief scope,  size,  cost,  ete,) AND SPECIFIC ROLE	[ZJCheck if project performed with current firm
Dave Schmitt Engineering is the engineer for the Rolling Oaks COD consisting of over 1200 units. Dave Schmitt Engineering is also the design engineer for the entire project.	

c.	(1) TITLE AND LOCATION (City and State)

Beacon Park, Orange County, Florida	(2) YEAR COMPLETED	
		PROFESSIONAL SERVICE, S CONSTRUCTION(/fapp/lC<Jble)	
	(3) BRIEF DESCRIPTION (Brief scope,  size,  cost,  etc.) AND SPECIFIC ROLE	[ZJCheck if project performed with current firm
The project is located in Orange County, Florida and consists of 208 units.	

d.	(1) TITLE AND LOCATION (City and State)

Reserve at Alafaya, Tract 6 & 8, Orange County, Florida	(2) YEAR COMPLETED	
		PROFESSIONAL SERVICE,S CONSTRUCTION(If applicable)	
	(3) BRIEF  DESCRIPTION (Brief scope, size,  cost, etc.) AND SPECIFIC ROLE	[ZJCheck if project performed with current firm
The project is located in Orange County, Florida and consists of approximately 650 units between the two tracts.	

e.	(1) TITLE AND LOCATION (City and Stale)

Reunion West, Osceola County, Florida	(2) YEAR COMPLETED	
		PROFESSIONAL SERVICESI  CONSTRUCTION (If applicable)	
	(3) BRIEF DESCRIPTION  (Brief scope,  size, cost, etc.) AND SPECIFIC ROLE	[ZJCheck if project performed with current firm
The project is located in Osceola County, Florida and consists of approximately 1,200 resort units.	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. EXAMPLE PROJECT KEY NUMBER	
21. TITLE AND LOCATION (City and State)

Reunion West, Osceola County, Florida	22. YEAR COMPLETED	
	PROFESSIONAL SERVICES CONSTRUCTION (If applicable)	

PROJECT OWNER
Encore Housing Opportunity Fund

PROJECT OWNER'S INFORMATION
POINT OF CONTACT NAME
James Bagley

POINT OF CONTACT TELEPHONE NUMBER
407-566-7171

BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)
The project is located in Osceola County, Florida and consists of approximately 1,200 resort units.

We have provided site plan refinement, master plan preparation and processing, final engineering, permitting, construction administration services and final regulatory acceptance documentation.

FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT

a.	(1) FIRM NAME

Dave Schmitt Engineering, Inc.	(2) FIRM LOCATION (City and State)

Orlando, Florida	(3) ROLE

Civil Engineer	

b.	(f) FiRM NAME	(2) FIRM LOCATION (City and Stale)	(3) ROLE	

c.	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	

d.	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	

8.	(1) FIRM NAME	(2) FIRM LOCATION (City and Stale)	(3) ROLE	

f.	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	

KEY PERSONNEL PARTICIPATION IN EXAMPLE PROJECTS

26. NAMES OF KEY PERSONNEL
(From Section E, Block 12)	
27. ROLE IN THIS CONTRACT
(From Section E, Block 13)	28. EXAMPLE PROJECTS LISTED IN SECTION F
(Fill in "Example Projects Key" section below before completing table.
Place "X" under project key number for participation in same or similar role.)	
		1	2	3	4	5	6	7	8	9	10	

Dave Schmitt	
Civil Engineer/Project Manager	X										

Bruce Taylor	
Senior Engineer	X										

Chris Schmitt	Construction Manager	X										

Michael McMannis	
Lead Designer	X										

Elaine Bennett	
Permitting Coordinator	X										

Kelly Schmitt	
Executive Assistant	X										

												

												

												

												

EXAMPLE PROJECTS KEY

N!JMBER	TITLE OF EXAMPLE PROJECT /From Section FJ	NUMBER	TITLE OF EXAMPLE PROJECT IFrom Section F)	
1	Reunion West, Osceola County, FL	6		
2		7		
3		8		
4		9		
5		10		

ADDITIONAL INFORMATION
PROVIDE ANY ADDITIONAL INFORMATION REQUESTED BY THE AGENCY. ATTACH ADDITIONAL SHEETS AS NEEDED.

AUTHORIZED REPRESENTATIVE

The foregoing is a statement of facts.
32. DATE

1. SOLICITATION NUMBER (If any)

ARCHITECT-ENGINEER QUALIFICATIONS

PART II - GENERAL QUALIFICATIONS

2a. FIRM (or Branch Office) NAME
Dave Schmitt Engineering, Inc.	3	YEAR ESTABLISHED	14. UNIQUE ENT ITY IDENTIFIER	
	2006		
2b. STREET
12301 Lake Underhill Rd., Suite 241	5. OWNERSHIP	
	a. TYPE	
2c. CITY	12d. STATE 12e. ZIP CODE
Orlando	FL	32828		
	b. SMALL BUSINESS STATUS	
6a. POINT OF CONTACT NAME AND TITLE
Dave Schmitt, P.E. President		
	7. NAME OF FIRM (If Block 2a is a Branch Office)

N/A	
6b. TELEPHONE NUMBER	160. E•MAIL ADDRESS
407 -207-9088	dave.schmitt@dseorl.com		
Ba. FORMER FIRM NAME{S} (If any)	8b. YEAR ESTABLISHED	8c . UNIQUE ENTITY IDENTIFIER	
NIA			
9. EMPLOYEES BY DISCIPLINE	10. PROFILE OF FIRM'S EXPERIENCE
AND ANNUAL AVERAGE REVENUE FOR LAST 5 YEARS	
a. Function Code	b. Discipline	-   Number of Employees	a. Profile Code	b. Experience	c. Revenue Index Number
, ,.,. befnw>	
		(1)FIRM	(2) BRANCH				
12	Civil Engineer	18		C06	Churches: Chapels	4	
				C10	Commercial Buildinas	4	
				C11	Community Facilities	3	
				C15	Construction Manaaement	4	
				C18	Cost Estimatina	4	
				D04	Design Build Proposals	3	
				G01	Garages: Parkina Decks	3	
				G04	Geographic Information Systems	3	
				H07	Highways; Streets; Parking	6	
				Hll	Housing	5	
				IOI	industrial Bldgs; Manufactunng Piants	6	
				106	Irrigations; Drainage	6	
				M0I	Mapping Location/Addressing	3	
				001	Office Buildings	4	
				P06	Planning (Site)	4	
				Rll	Rivers; Flood Control	4	
				U02	Community Development	6	
				Z0I	Zoning; Land Use Studies	4	

	Other Employees						
Total	18					
11. ANNUAL AVERAGE PROFESSIONAL SERVICES REVENUES OF FIRM
FOR LAST 3 YEARS
(Insert revenue index number shown at right)	PROFESSIONAL SERVICES REVENUE INDEX NUMBER
Less than $100,000	6.	$2 million to less than $5 million
$100,000 to less than $250,000	7.	$5 million to less than $10 million
$250,000 to less than $500,000	8.	$10 million to less than $25 million
$500,000 to less than $1 million	9.	$25 million to less than $50 million
$1 million to less than $2 million	10. $50 million or greater	
a. Federal Work			
b. Non-Federal Work			
c. Total Work			

(If a firm has branch offices, comf)/ete for each specific branch office seekinQ work.)
,

 	Do...	So-1rf\ih    ,  ? . 6

12. AUTHORIZED REPRESENTATIVE

E-A	ITLE

The foregoing is a statement of facts.

.                                                                                                          

\	---

b. DATE
January 8, 2020

Charles Cove Community Development District

Professional Engineering Services Agreement with Dave Schmitt Engineering Inc.

AGREEMENT BETWEEN THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT AND DAVE SCHMITT ENGINERING INC. FOR PROFESSIONAL ENGINEERING SERVICES

THIS AGREEMENT ("Agreement") is made and entered into as of this l 5th day of January, 2020, by and between:

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 190, Florida Statutes, and located within the City of Haines City, Florida, and with a mailing address of c/o PFM Group Consulting, 12051 Corporate Boulevard, Orlando, Florida 32817 ("District"); and

DAVE SCHMITT ENGINEERING, INC., a Florida corporation, and with a principal address of 12301 Lake Underhill Road, Suite 241, Orlando, Florida 32828 ("Engineer").

RECITALS

WHEREAS, the District is a local unit of special-purpose government established pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes ("Uniform Act"), by ordinance of the City Commission of the City of Haines City, Florida; and

WHEREAS, the District is authorized to plan, finance, construct, install, acquire and/or maintain improvements, facilities and services in conjunction with the development of the lands within the District; and

WHEREAS, pursuant to Sections 190.033 and 287.055, Florida Statutes, the District had solicited statements of qualification from qualified firms to provide professional engmeenng services on a continuing basis; and

WHEREAS, Engineer submitted a statement of qualification to serve in this capacity; and

WHEREAS, the District's Board of Supervisors ranked Engineer as the most qualified fim1 to provide professional engineering services for the District on a continuing basis and authorized the negotiation of a contract pursuant to Section 287.055, Florida Statutes; and

WHEREAS, the District intends to employ Engineer to perform engineering, construction administration, environmental management and pem1itting, financial and economic studies, as defined by a separate work authorization or work authorizations; and

WHEREAS, the Engineer shall serve as the District's professional representative in each service or project to which this Agreement applies and will give consultation and advice to the District during perfom1ance of these services.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the acts and deeds to be performed by the parties and the payments by the District to the Engineer of the sums of money herein specified, it is mutually covenanted and agreed as follows:

Article 1. Recita]s.  The  recitals  stated  above  are  true  and  correct  and  by  this reference are incorporated herein and fom1 a material part of this Agreement.

Article 2.	Scope of Services

The Engineer will provide general engineering services, including:

Preparation of any necessary reports and attendance at meetings of the District's Board of Supervisors.
Providing professional engineering services including but not limited to review and execution of documents under the District's Trust  Indentures and monitoring of District projects. Performance of any other duties related to the provision of infrastructure and services as requested by the Board, District Manager, or District Counsel.
Any other items requested by the Board of Supervisors.

Engineer shall, when authorized by the Board, provide general services related to construction of any District projects including, but not limited to:

Periodic visits to the site, or full time construction management of District projects, as directed by the District.
Processing of contractor's pay estimates.
Preparation of, and/or assistance with the preparation of, work authorizations, requisitions, change orders and acquisitions for review by the District Manager, District Counsel and the Board.
Final inspection and requested certificates for construction including the final certificate of construction.
Consultation and advice during construction, including performing all roles and actions required of any construction contract between District and any contractor(s) in which Engineer is named as owner's representative or "Engineer."
Any other activity related to construction as authorized by the Board.

With respect to maintenance of the facilities, Engineer shall render such services as authorized by the Board.

Article 3. Method of Authorization.  Each  service  or  project  shall  be authorized  in writing by the District. The written authorization shall be incorporated in a work authorization which shall include the scope of work, compensation, project schedule, and special provisions or conditions specific to the service or project being authorized ("Work Authorization"). Authorization of services or projects under the contract shall be at the sole option of the District.

Article 4. Compensation. It is understood and agreed  that  the  payment  of  compensation for services under this Agreement shall be stipulated in each Work Authorization. One of the following methods will be utilized:

Lump Sum Amount - The District and Engineer shall mutually agree to a lump sum amount for the services to be rendered payable monthly in direct proportion to the work accomplished. For any lump-sum or cost-plus-a-fixed-fee professional service contract over the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY FOUR, the District shall require the Engineer to execute a truth-in­ negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The price for any lump sum Work Authorization, and any additions thereto, will be adjusted to exclude any significant sums by which the District detennines the Work Authorization was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments must be made within one (1) year following the completion of the work contemplated by the lump sum Work Authorization.

Hourly Personnel Rates - For services or projects where scope of services is not clearly defined, or recurring services or other projects where the District desires to use the hourly compensation rates outlined in Schedule A attached hereto. The District and Engineer may agree to a "not to exceed" amount when utilizing hourly personnel rates for a specific work authorization.

Article 5. Reimbursable Expenses. Reimbursable expenses consist of actual  expenditures made by Engineer, its employees, or its consultants in the interest of the project for the incidental expenses as listed as follows:

Expenses of transportation and living when traveling in connection with a project, for long distance phone calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over the project. All expenditures shall be made m accordance with Chapter 112, Flor;da Statutes, and with the District's travel policy.

Expense of reproduction, postage and handling of drawings and specifications.

Article 6. Term of Contract. It is understood and agreed that this Agreement is for engineering services. It is further understood and agreed that the term of this Agreement will be from the time of execution of this Agreement until terminated pursuant to Article 22.

Article 7. Special  Consultants.  When  authorized  in  writing  by  the  District, additional special consulting services may be utilized by Engineer and paid for on a cost basis.

Article 8. Books and Records. Engineer shall maintain comprehensive  books  and records relating to any services performed under this Agreement, which shall be retained by Engineer for a period of at least four (4) years from and after completion of any services hereunder, or such further time as required under Florida's public records law. The District, or its authorized representative, shall have the right to audit such books and records at all reasonable times upon prior notice to Engineer.

Article 9.	Ownership of Documents.

All rights in and title to all plans, drawings, specifications, ideas, concepts,  designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Engineer pursuant to this Agreement (the "Work Product") shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.

The Engineer shall deliver all Work Product to the District upon completion thereof unless it is necessary for Engineer in the District's sole discretion, to retain possession for a longer period of time. Upon early termination of Engineer's services hereunder, Engineer shall deliver all such Work Product whether complete or not. The District shall have all rights to use any and all Work Product. Engineer shall retain copies of the Work Product for its permanent records, provided the Work Product is not used without the District's prior express written consent. Engineer agrees not to recreate any Work Product contemplated by this Agreement, or portions thereof, which if constructed or otherwise materialized, would be reasonably identifiable with the Project. If said Work Product is used by the District for any purpose other than that purpose which is intended by this Agreement, the District shall indemnify Engineer from any and all claims and liabilities which may result from such re-use, in the event Engineer does not consent to such use.

The District exclusively retains all manufacturing rights to all materials or designs developed under this Agreement. To the extent the services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for the District as the author, creator, or inventor thereof upon creation, and the District shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Engineer hereby assigns to the District any and all rights Engineer may have includin g, without limitation, the copyright, with respect to such work. The Engineer acknowledges that the District is the motivating factor for, and for the purpose of copyright or patent, has the right to direct and supervise the preparation of such copyrightable or patentable materials or designs.

Article 10. Accounting Records. Records of Engineer pertaining to the services provided hereunder shall be kept on a basis of generally accepted accounting principles and shall be available to the District or its authorized representative for observation or audit at mutually agreeable times.

Article 11. Independent Contractor. Engineer and District agree that Engineer is and shall remain at all times an independent contractor and shall not in any way claim or be  considered an employee of the District. Engineer shall not have authority to hire persons as employees of the District.

Article 12. Reuse of Documents. All documents  including  drawings  and specifications furnished by Engineer pursuant to this Agreement are instruments of service. They are not intended or represented to be suitable for reuse by District or others on extensions of the

work for which they were provided or on any other project. Any reuse without specific written consent by Engineer will be at the District's sole risk and without liability or legal exposure to Engineer. All documents including drawings, plans and specifications furnished by Engineer to the District are subject to reuse in accordance with Section 287.055( 10), Florida Statutes.

Article 13. Estimate of Cost. Since Engineer has no control over the cost of labor, materials or equipment or over a contractor's(s') methods of detennining prices, or over competitive bidding or market conditions, his opinions of probable cost provided as a service hereunder are to be made on the basis of his experience and qualifications and represent his best judgment as a design professional familiar with the construction industry,  but Engineer cannot and does not guarantee that proposals, bids, or the construction costs will not vary from opinions of probable cost prepared by him. If the District wishes greater assurance as to the constrnction costs, it shall employ an independent cost estimator at its own expense. Services to modify approved documents to bring the constrnction cost within any limitation established by  the District will be considered additional services and justify additional fees.

Article 14. Insurance.  Engineer shall, at its own expense, maintain  insurance during the performance of its services under this Agreement, with limits of liability not less than the following:

Workers' Compensation

General Liability
Bodily Injury (including Contractual) Property Damage (including Contractual)

Automobile Liability
Bodily Injury / Property Damage

Professional Liability for Errors and Omissions

Statutory

$1,000,000/$2,000,000

$1,000,000/$2,000,000

Combined Single Limit $500,000

$1,000,000

The District, its officers, supervisors, agents, staff, and representatives shall be named as additional insured parties (except on Professional Liability for Errors and Omissions). The Engineer shall furnish the District with the Certificate of Insurance evidencing compliance with the requirements of this Article. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective within thirty (30) days of prior written notice of cancellation to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the state of Florida.

Article 15. Contingent Fee.  Engineer  warrants that it has not employed  or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Engineer,

any fee, commission, percentage, gift, or other consideration contingent upon or resulting from  the award or making of this Agreement.

Article 16. Audit. Engineer agrees that the District or any of its duly authorized representatives shall, until the expiration of three years after expenditure of funds under this Agreement, have access to and the right to examine any books, documents , papers, and records of the Engineer involving transactions related to the Agreement. The Engineer agrees that payment made under the Agreement shall be subject to reduction for amounts charged thereto that are found on the basis of audit examination not to constitute allowable costs. All required records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or three years after completion of all work under the Agreement.

Article 17. Indemnification. Engineer shall indemnify, defend, and hold harmless the District, and the District's officers, employees and staff, wholly from liabilities  ,  damages,  losses , and costs of any kind, including , but not limited to, reasonable attorneys ' fees, which may come against the District and the District's officers, emplo yees, and staff to  the  extent  caused  by  negligent , reckless , or intentionally wrongful acts or omissions by the  Engineer  or  persons employed or utilized by Engineer in the course of any work done in connection with any of the  matters set out in this Agreement. Engineer agrees and  covenants  that  nothing  herein  shall constitute or be construed as a waiver of the District's sovereign immunity pursuant  to  Section 768.28, Florida Statutes, or any other statute or la w.

Article 18. Compliance with Public Records Laws. Engineer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records , and, accordingly , Engineer agrees to comply with all applicable provisions of Florida law in handling such reco rds, including but not limited to Section 119 .0701, Florida Statutes. Engineer acknowledges that the designated public records custodian for the District is Jennifer Walden ("Public Records Custodian"). Among other requirements and to the extent applicable by law , the Engineer shall 1) keep and maintain public records required by the District to perfom1 the service; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119 , Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if the Engineer does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contr ct, transfer to the District, at no cost, all public records in Engineer ' s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Engineer, the Engineer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a fom1at that is compatible with Microsoft Word or Adobe PDF fonn ats.

IF ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ENGINEER'S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO  THIS  AGREEMENT,  CONTACT  THE PUBLIC RECORDS CUSTODIAN AT (407) 723-5900, WALDENJ@PFM.COM, OR AT 12051 CORPORATE BOULEVARD, ORLANDO, FLORIDA 32817

Article 19. Employment Verification. Engineer agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Refom1 and Control Act of 1986, of all persons it employs in the performance of this Agreement.

Article 20. Controlling Law; Jurisdiction and Venue. Engineer and the District  agree that this Agreement shall be controlled and governed by the laws of the State of Florida. Jurisdiction and venue for any proceeding with respect to this Agreement shall be in Polk County, Florida.

Article 21. Assignment. Neither the District nor the Engineer shall assign, sublet, or transfer any rights under or interest in this Agreement without the express written consent of the other. Nothing in this paragraph shall prevent the Engineer from employing such independent professional associates and consultants as Engineer deems appropriate, pursuant to the terms of this Agreement.

Article 22. Termination. The District may terminate this Agreement for cause immediately upon notice to Engineer. The District or the Engineer may terminate this Agreement without cause upon thirty (30) days written notice. At such time as the Engineer receives notification of the intent of the District to terminate the contract, the Engineer shall not perform any further services unless directed to do so in writing by the District. In the event of any termination or breach of any kind, the Engineer shall not be entitled to consequential or other damages of any kind (including but not limited to lost profits), but instead the Engineer's sole remedy will be to recover payment for services rendered to the date of the notice of termination , subject to any offsets.

Article 23. Notices.  All  notices, requests,  consents and other communications under this Agreement ("Notices") shall be in writing and shall be delivered, transmitted by electronic mail (e-mail) and mailed by First Class Mail, postage prepaid, or overnight delivery service, to  the parties, as follows:

If to the District:

With a copy to:

Charles Cove Community Development District 12051 Corporate Boulevard
Orlando, Florida 32817 Attn: Jennifer Walden

Hopping Green & Sams, P.A. 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Roy Van Wyk

If to Engineer:	Dave Schmitt Engineering, Inc.
1230 l Lake Underhill Road, Suite 241 Orlando, Florida 32828
Attn: Dave Schmitt, P.E.

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 Engineer may deliver Notice on behalf of District and Engineer, respectively. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

Article 24. Recovery of Costs and Fees. In the event either party is  required  to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys' fees.

Article 25. Compliance with Professional Standards. In performing its obligations under this Agreement, the Engineer and each of its agents, servants, employees or anyone directly or indirectly employed by Engineer, shall maintain the highest standard of care, skill, diligence and professional competency for such work and/or services. Any designs, drawings, reports or specifications prepared or furnished by the Engineer that contain errors, conflicts  or omissions will be promptly corrected by Engineer at no cost to the District.

Article 26. Acceptance. Acceptance of this Agreement is indicated by the signature of the authorized representative of the District and the Engineer in the spaces provided below.

[Remainder of this page left intentional(v blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written .

ATTEST:		CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

WITNESS:	DAVE SCHMITT ENGINEERING, INC.

Witness	Dave Schmitt, President

Schedule A - Rate Schedule

Schedule "A"

Schedule of Rates

Principal
Project Manager Senior Civil Engineer Civil Engineer Planning Manager
Engineering Technician/Designer I Engineering Technician/Designer 2
Engineering Technician/Designer 3
Senior Designer 4
Senior Designer 5 Permitting Coordinator Construction Site Manager Computer Draftsman Administrative Support

$200/hr
$175/hr
$125/hr
$75/hr
$100/hr
$50/hr
$60/hr
$75/hr
$85/hr
$100/hr
$60/hr
$75/hr
$50/hr
$60/hr

Charles Cove Community Development District

Phase 1A Conveyance

PREPARED BY AND RETURN TO:
Roy Van Wyk, Esquire
HOPPING GREEN & SAMS, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301
LIMITED LIABILITY COMPANY AFFIDAVIT FOR DEED

STATE OF FLORIDA		) COUNTY OF 	)

I,	("Affiant"), on being duly sworn, state:

I am the "Company").

of D.R. HORTON, INC., a Delaware corporation (the

The management of the Company is vested in Affiant.

There has been no dissolution of the Company resulting from transfers of interests in the Company or otherwise. The Company has never been a debtor in a bankruptcy proceeding.

On behalf of the Company, I am authorized to transfer, convey, exchange, assign, mortgage or otherwise deal with or dispose of the property more particularly described on the attached Exhibit "A" (the "Property") or any interests therein.

On behalf of the Company, I am authorized to execute, acknowledge and deliver instruments of any kind that are necessary, convenient or incidental to the transfer of any interest in real property owned or controlled by the Company.

On behalf of the Company, I acknowledge this affidavit may be relied upon by the Town of Kindred Community Development District (the "District") for the purpose of acquiring the Property and specifically consent to such reliance by the District.

Affiant
The foregoing instrument was sworn before me by means of □ physical presence or □
online notarization, this 		day of 	,,   20_, by _  _  _  _  _  _  _  _  _  _  _
as 	, of	, Inc., who [ ] is personally known to me or [ ]
produced 	as identification.

Notary Public, State of Florida at Large

My Commission Expires: Serial No.  	 Personally known  		 identification Identification produced

OR produced

Exhibit A LEGAL DESCRIPTION

TRACTS A-1, A-2, A-3, A-4, OS-1, OS-2, P-1, P-2, P-3, P-4, P-5, and RW 2, LAKE
CHARLES RESORT PHASE lA, according to the plat thereof as recorded in Plat Book 175, Pages 5 through 10, of the Public Records of Polk County, Florida

OWNER'S AFFIDAVIT

STATE OF FLORIDA COUNTY OF 	_
BEFORE  ME,  the  undersigned  authority, personally appeared    									 ("Affiant")  as  _  _  _  _  _  _  _  _   _  _	of D.R. Horton, Inc., a Delaware corporation, whose address is 301 Commerce Street, Suite 500, Fort Worth, Texas 76102, and -	-	-	-	-	-	-	-	-	-
ofLake Charles Resort Master Association, Inc., a Florida Corporation, whose address is 6200 Lee
Vista Road, Ste. 400, Orlando, Florida 32822, who after first being duly sworn deposes and states as follows:

That Affiant knows of his own knowledge that Lake Charles Resort Master Association, Inc. and/or D.R. Horton, Inc., ("Owner") is the owner of certain lands located in Osceola County, Florida described as follows:

See attached Exhibit A

That the above described land together with all improvements thereon ("Property") is free and clear of all liens, taxes, encumbrances and claims of every kind, nature and description whatsoever.

Affiant knows of no facts by reason of which the title to, or possession of, the Property might be disputed or questioned, or by reason of which any claim to any part of the Property might be asserted adversely.

That there are no mechanic's or materialman's or laborer's liens against the above described Property, nor any part thereof, and that no contractor, subcontractor, laborer or materialman, engineer, land engineer, or surveyor has any lien against said Property, or any part thereof.

That within the past ninety (90) days, the Owner has not made any improvements, alterations or repairs to the above described Property for which costs thereofremain unpaid, and that within the past ninety (90) days there have been no claims for labor or material furnished for repairing or improving the same at the instance of the Owner which remain unpaid.

That no proceedings in bankruptcy or receivership have ever been instituted by or against the Owner, nor has Owner ever made an assignment for the benefit of its creditors.

Affiant knows of no action or proceeding relating to the Property, which is now pending in any state or federal court in the United States affecting the Property, nor does Affiant know of any state or federal judgment or any federal lien of any kind or nature that now constitutes a lien or charge upon the Property.

Affiant knows of no unrecorded easements, liens, or assessments for sanitary sewers, streets, roadways, paving, other public utilities or improvements against the Property, nor are there any special assessments or taxes which are not shown as existing liens by the public records.

This Affidavit is given for the purposes of inducing Charles Cove Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, , to acquire the said Property and infrastructure located thereon.

There are no matters pending against Affiant or company that could give rise to any lien(s) that could attach to the Property prior to the recording of the deed of conveyance. The Affiant shall not execute nor permit the execution or recording of any instruments that would adversely affect title of the Property.

Affiant further states that he is familiar with the nature of an oath and with the penalties as provided by the laws of the State of Florida for falsely swearing to statements made in an instrument of this nature. Affiant further certifies that he has read the full facts set forth in this Affidavit and understands its content and context to be correct in all respects.

DATED:   	  	

a 	

By: 		_ Printed Name:  		 		

Witness - - - - - - - - - - - - - -

Its:	 	

Printed Name: - - - - - - - - - - -
Witness

STATE OF - - - - - - -
COUNTYOF - - - - - -
The foregoing instrument was sworn before me by means of □ physical presence or □
online notarization, this 		day of	, 20_, by 	_
as _  _  _  _  _  _  _  _  _  _, of D.R. Horton, Inc., and as	of Lake
Charles  Resort Master Association,  Inc.  who[_] is personally known to me or [_]	produced

- - - - - - - - - - - - - - -

as identification.

(SEAL)	Signature of Notary Public

Name of Notary Public (Typed, Printed or Stamped)

Exhibit A
TRACTS A-1, A-2, A-3, A-4, OS-1, OS-2, P-1, P-2, P-3, P-4, P-5, and RW 2, LAKE
CHARLES RESORT PHASE lA, according to the plat thereof as recorded in Plat Book 175, Pages 5 through 10, of the Public Records of Polk County, Florida

AFFIDAVIT REGARDING COSTS PAID

STATE OF - - - - - - - -
COUNTYOF - - - - - - -

I, _  _  _  _  _  _   _   _ ,  of  _  _  _  _  _  _  _  _  _  _  _  _  _  _  _  _  _  _   being  first duly sworn, do hereby state for my affidavit as follows:
I have personal knowledge of the matters set forth in this affidavit.

My name is 		and I am employed by D.R Horton, Inc. ("Developer"), as 	_ I have authority to make this affidavit on behalf of Developer.
Developer is the developer of certain lands within the Charles Cove Community Development District, a special purpose unit of local government established pursuant to Chapter 190 of the Florida Statutes ("District").
The   District's   Engineer's  Report  dated 		, 2019, and Supplemental

Engineer's  Report  dated-   -   -   -	2020,  ("Engineer's  Report"),  used  in  conjunction  with the District's issuance of the Series 2020 Special Assessment Revenue Bonds, describes certain public infrastructure improvements and/or work product that the District intends to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, or maintain pursuant to Chapter 190 of the Florida Statutes.
Pursuant to the contracts described in Exhibit A, Developer has expended funds to develop or acquire certain of the public infrastructure improvements and/or associated work product, which completed improvements are included and described in the Engineer's Report. The attached Exhibit A accurately identifies the completed improvements and/or work product and states the amounts that Developer has spent on those improvements and/or work product. No

money is owed to any contractors or subcontractors for any work performed on the completed improvements and/or work product.
In making this affidavit, I understand that the District intends to rely on this affidavit for purposes of acquiring the completed improvements and/or work product identified in Exhibit A that Developer has developed consistent with the Engineer's Report.
Under penalties of perjury, I declare that I have read the foregoing and the facts alleged are true and correct to the best ofmy knowledge and belief.
Executed this 	day of  	

AFFIANT

STATE OF  	           COUNTYOF  	 
The foregoing instrument was sworn before me by means of □ physical presence or □
online notarization, this 		day  of _  _  _  _  _  _  _, 20_	, by _  _  _  _  _  _  _  _  _  _  _
as  	,of D.R. Horton, Inc., a Delaware this  		day of
_   _   _   _   _   _   _,  		,by   	,who [ ] is personally known to me or [ ]
produced	as identification.

(NOTARY SEAL)

Notary Public Signature

(Name typed, printed or stamped) Notary Public, State of 	_
Commission No.  	
My Commission Expires: 		_

Exhibit A

WARRANTY  BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS, that D.R. HORTON INC., a Delaware
Corporation, whose address is 301 Commerce Street, Suite 500, Fort Worth, Texas 76102., (hereinafter referred to as the "SELLER") for and in consideration of the sum of Ten Dollars ($10.00) and such other valuable consideration provided to SELLER by the CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT, a unit of special purpose local government located in Polk County, Florida, whose address is 12051 Corporate Boulevard, Orlando, Florida 32817 (hereinafter referred to as "the BUYER"), the receipt and sufficiency of which are hereby acknowledged by the SELLER, has granted, bargained, sold, transferred and delivered to the BUYER, its successors, heirs, executors, administrators and assigns forever, the following described property, assets and rights as shown in Exhibit A attached hereto and incorporated herein by reference (hereinafter referred to as "PROPERTY"):

Any and all stormwater management facilities together with master drainage pipes, structures, inlets, manholes, mitered end sections, headwalls and control structures between said lakes; all water and sewer lines, pump stations, fire hydrants, valves: street lighting; park and recreation facilities; landscaping; electrical facilities; subdivision entrance signs and features; roadway improvements, including curbs and gutters, and associated work product, all as shown in Exhibit A and all located on portions of the real property known as TRACTS A-1, A-2, A-3, A-4, OS-1, OS-2, P-1, P-2, P-3, P-4, P-5, and RW 2,
LAKE CHARLES RESORT PHASE lA,  as recorded in Plat Book 175, Pages 5 through 10, Public Records of Polk County, Florida.

TO HAVE AND TO HOLD the same unto the BUYER, its executors, administrators and assigns forever.

SELLER hereby covenants with BUYER, its successors and assigns, that (i) SELLER is the lawful owner of the property, (ii) the property is free from all encumbrances, (iii) SELLER is unaware of any liens or encumbrances and covenants to timely address any such liens or encumbrances if and when filed, (iv) SELLER has good right to sell the property, and (v) the SELLER will warrant and defend the sale of the property hereby made unto the BUYER, its successors and assigns, against the lawful claims and demands of all persons whosoever.

The SELLER represents to the BUYER that the SELLER has no knowledge of any latent or patent defects in the Property. The SELLER hereby assigns, transfers and conveys to the BUYER any and all rights against any and all firms or entities which may have caused such latent or patent defects, including, but not limited to, any and all warranties, bonds, claims and other forms of indemnification; provided, however, that SELLER agrees and understands that acceptance of this instrument and conveyance by BUYER does not relieve SELLER of responsibility for ensuring that all punch-list items, if any, are resolved. By execution of this document, the SELLER affirmatively represents that it has the contractual right, consent and lawful authority of any and all forms to take this action in this document and in this form. Nothing herein shall be construed as a waiver of BUYER's limitations on liability provided in Section 768.28, Florida Statutes.

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Seller has caused this instrument to be executed in its name the day and year first above written.

FURTHER AFFIANT SAYETH NAUGHT

Signed, sealed and delivered in the presence of:

Witnesses:

Name: - - - - - - - - - - - - - -

D.R. HORTON, INC., a Delaware corporation

By:		 Printed Name:  		 Its:

Name: -   -	-	-	-	-	-	-	-	-	-	-	-	-
STATE OF  		 COUNTY OF 	_
The foregoing instrument was acknowledged before me by means of □ physical presence or
□ online notarization, this 		day of _ _ _ _ _ _ -7 20_, by
_  _  _  _  _  _  _  _  _  _   as	, of D.R. Horton, Inc., a Delaware
corporation, on behalf of the company.

(SEAL)

Signature of Notary Public

Name of Notary Public (Typed, Printed or Stamped)

Personally Known _  _ _ _	OR Produced Identification 	_ Type of Identification Produced: _ _ _ _ _ _ _ _ _ _ _ _

EXHIBIT A

PREPARED BY AND RETURN TO:

Roy Van Wyk, Esquire
HOPPING GREEN & SAMS, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301

SPECIAL WARRANTY DEED

THIS  SPECIAL  WARRANTY	DEED   is  executed	as   of   this 		day of
------- 2017, by D.R. HORTON, INC., a Delaware corporation, whose address is 301 Commerce Street, Suite 500, Fort Worth, Texas 76102, (hereinafter called the "Grantor"), in favor of CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government, whose address is 12051 Corporate Boulevard, Orlando, Florida 32817 (hereinafter called the "Grantee").

[Wherever used herein, the terms "grantor" and "grantee" shall include the singular and plural, heirs, legal representatives, successors and assigns of individuals, and the successors and assigns of corporations, as the context requires.]

WIT   NE  S S E TH:

That the grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the grantee, all that certain land situate in Polk County, Florida, further described as follows:

TRACTS A-1, A-2, A-3, A-4, OS-1, OS-2, P-1, P-2, P-3, P-4, P-5, and RW 2, LAKE
CHARLES RESORT PHASE lA, according to the plat thereof as recorded in Plat Book 175, Pages 5 through 10, of the Public Records of Polk County, Florida

TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.

TO HAVE AND TO HOLD, the same in fee simple forever.

AND the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land; and hereby warrants the title to said land and will defend the same against the lawful claims of all persons or entities whomsoever claiming by, through or under grantor.

Grantor represents that grantor has complied with the requirements of Section 196.295, Florida Statutes.

IN WITNESS WHEREOF, the Grantor has hereunto set its hand and seal the day and year first above written.

Signed, sealed and delivered in the presence of:

Witnesses:

Name: - - - - - - - - - - - - - -

Name: _  _  _  _  _  _  _  _  _  _  _  _  _  _

STATE  OF -    -	-	-	-	-	-	-	-
COUNTY OF_	_	_	_	_	_	_

D.R. HORTON, INC., a Delaware corporation

By:	 	

Its:

Printed Name: - - - - - - - - - - -

The foregoing instrument was acknowledged before me by means of D physical presence or

D online notarization, this  	

day of  	

20_, by

_   _   _   _   _   _   _   _   _   _	as  	,of D.R. Horton, Inc., a Delaware corporation, on behalf of the company.

(SEAL)

Signature of Notary Public

Name of Notary Public (Typed, Printed or Stamped)

Personally Known 	OR Produced Identification _ _ _ _ _
Type of Identification Produced: _ _ _ _ _ _ _ _ _ _ _ _

ACCEPTANCE BY GRANTEE

By execution of this Special Warranty Deed, Grantee does hereby accept this conveyance, subject to the foregoing covenants, conditions, and restrictions, and agrees that it and the Property are subject to all matters hereinabove set forth. Grantee further agrees to comply with all terms, covenants, conditions, and restrictions provided in this Special Warranty Deed.

Dated this 		day of _ _ _ _ _ _ _, 20_

Signed, sealed and delivered in the presence of:

Witnesses:

Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _

CHARLES COVE COMMUNITY
DEVELOPMENT DISTRICT, a local unit of special-purpose government established under Chapter 190 of the Florida Statutes

By:		 Print Name: - - - - - - - - - - - -
Title: - - - - - - - - - - - - - -

Name : - - - - - - - - - - - - - -

STATE OF FLORIDA
COUNTY OF_	_	_	_	_	_	_
The foregoing instrument was acknowledged before me by means of □ physical presence or
D  online notarization,  this 		day of _ _ _ _ _ _ , 20_, by _ _ _ _ _ _ _ _ _ _
_ _  _  _  _  _  _  as _  _  _  _  _  _   of   CHARLES   COVE   COMMUNITY   DEVELOPMENT DISTRICT, a special purpose unit of local government established under Chapter 190 of the Florida Statutes, on behalf of the District.

(SEAL)

Signature of Notary Public

Name of Notary Public (Typed, Printed or Stamped)

Personally Known_ OR Produced Identification _ _ _ _
Type of Identification Produced: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Charles Cove Community Development District

Resolution 2020-28, Levying Special Assessments

RESOLUTION 2020-28

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CHARLES COVE COM1\.1UNITY DEVELOPMENT DISTRICT AUTHORIZING DISTRICT PROJECTS FOR CONSTRUCTION AND/OR ACQUISITION OF INFRASTRUCTURE IMPROVEMENTS; EQUALIZING, APPROVING, CONFIRMING, AND LEVYING SPECIAL ASSESSMENTS ON PROPERTY SPECIALLY BENEFITED BY SUCH PROJECTS TO PAY THE COST THEREOF; PROVIDING FOR THE PAYMENT AND THE COLLECTION OF SUCH SPECIAL ASSESSMENTS BY THE METHODS PROVIDED FOR BY CHAPTERS 170, 190, AND 197, FLORIDA STATUTES; CONFIRMING THE DISTRICT'S INTENTION TO ISSUE SPECIAL ASSESSMENT REVENUE BONDS; MAKING PROVISIONS FOR TRANSFERS OF REAL PROPERTY TO GOVERNMENTAL BODIES; PROVIDING FOR THE RECORDING OF AN ASSESSMENT NOTICE; PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE.

RECITALS

WHEREAS, Charles Cove Community Development District ("District") 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 ("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 such assessments.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE CHARLES COVE 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 stormwater management facilities; roadways; water and wastewater facilities; off-site improvements (turn lanes); electrical utilities (street lighting); entry features and signage; parks and amenities; and other infrastructure projects and services necessitated by the development of and serving lands within the District, (together, the "Improvements").

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 projects and services and to issue special assessment revenue 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 2020-23, and is shown in the Engineer's Report for Improvements, dated December 4, 2019 (the "Engineer's Report") (attached as Exhibit A hereto and incorporated herein by this reference), and which the plans and specifications are on file at the office of the District Manager c/o PFM Group Consulting LLC, 12051 Corporate Boulevard, Orlando, Florida 32817 ("District Records Offices"); (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 all or a portion of the costs of the hnprovements 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 revenue bonds, in one or more series (the "Bonds").

By Resolution 2020-23, the Board determined to provide the Improvements 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 all or a portion of the funds needed for the Improvements prior to the collection of such Special Assessments. Resolution 2020- 23 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 2020-23, said Resolution 2020-23 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 2020-23, 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 2020-24, fixing the time and place of a public hearing at which owners of the property to be assessed and other persons interested therein may appear before the Board and be heard as to (1) the propriety and advisability of making the 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 January 15, 2020, at the time and place specified in Resolution 2020-24, and the notice referred to in paragraph (k) above, the Board met as an Equalization Board, conducted such public hearing, and heard and considered all complaints and testimony as to the matters described in paragraph (j) 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 further finds and determines:
that the estimated costs of the Improvements 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

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 Master .4.ssessmentMethodology, dated December 10, 2019, and the Master Assessment Methodology Phase 1, dated December 10, 2019 (together, the "Assessment Report," attached hereto as Composite Exhibit Band incorporated herein by this reference), for the Bonds, which results in the special assessments set forth on the final assessment roll included within such Composite Exhibit B (the "Special Assessments"); and

the Assessment Report is hereby approved, adopted and confirmed. The District ratifies its use in connection with the issuance of the Bonds;

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;

that the costs of the Improvements are fairly and reasonably apportioned to the properties specifically benefitted as set forth in Composite Exhibit B;

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

it is reasonable, proper, just and right for the District to utilize the true-up mechanisms and calculations contained in the Assessment Report in order to ensure that all parcels of real property benefiting from the Improvements are assessed accordingly and that sufficient assessment receipts are being generated in order to pay the corresponding bond debt-service when due;

SECTION 3. AUTHORIZATION OF DISTRICT PROJECT. That construction of
Improvements initially described in Resolution No. 2020-23, and more specifically identified and described in Exhibit A attached hereto, is hereby authorized and approved and the proper officers, employees and/or agents of the District are hereby authorized and directed to talce such further action as may be necessary or desirable to cause the same to be made.

SECTION 4. ESTIMATED COST OF IMPROVE1\1ENTS. The total estimated costs of the Improvements and the costs to be paid by the Special Assessments on all specially benefited property are set forth in Exhibit A and Composite Exhibit 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, 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 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 project has both been constructed or otherwise provided to the satisfaction of the Board, the Board shall adopt a resolution accepting the same and determining the actual costs (including financing costs) thereof, as required by Sections 170.08 and 170.09, Florida Statutes. Pursuant to the provisions of Section 170.08, Florida Statutes, regarding completion of a project 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 proportionate part of the actual costs of the Improvements, as finally determined upon completion thereof, but in no event shall the final amount of any such special assessment exceed the amount of benefits originally assessed hereunder. 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.

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, unless such option has been waived by the owner of the land subject to the Special Assessments; 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 and/or value received for impact fee credits shall be applied against the Improvements costs and/or 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 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. 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 Assessments one time if there is also paid, in addition to the prepaid principal balance of the Special 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 (45) period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date. Prepayment of the Special Assessments does not entitle the property owner to any discounts for early payment.

The District may elect to use the method of collecting the 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 the Special Assessments by directly assessing landowner(s) and enforcing said collection in any manner authorized by law.

For the period 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 Assessments, including interest thereon, in the manner provided in Section 197.3635, Florida Statutes.

SECTION 8. APPLICATION OF TRUE-UP PAYMENTS.

Pursuant to the Assessment Report, attached hereto as Composite Exhibit B, there may be required from time to time certain true-up payments. As parcels of land or lots are platted, the Special Assessments securing the Bonds shall be allocated as set forth in the Assessment Report. 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 Composite Exhibit B, cause such reallocation to be recorded in the District's Improvement Lien Book, and shall perform the true-up calculations described in Composite Exhibit B, which process is incorporated herein as if fully set forth (the "True-Up Methodology"). Any resulting true-up payment shall become due and payable that tax year by the landowner(s) ofrecord of the remaining unplatted property, in addition to the regular assessment installment payable with respect to such remaining unplatted 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.

Toe 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 gross 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 the 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 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 Special 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 project 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. If at any time, any real property on which Special Assessments are imposed by this Resolution is sold or otheiwise transferred to a unit of local, state, or federal government (without consent of such governmental unit to the imposition of Special Assessments thereon), all future unpaid Special Assessments for such tax parcel shall become due and payable immediately prior to such transfer without any further action of the District.

SECTION 10. ASSESSMENT NOTICE. The District's Secretary is hereby directed to record a general Notice of Assessments in the Official Records of 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 TIDS 15THDAY OF JANUARY, 2020.

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Engineer's Report for Improvements, dated December 4, 2019
Composite Exhibit 8:	Master Assessment Methodology, dated December 10, 2019, and the
Master Assessment  Methodology  Phase 1, dated December 10, 2019

CHARLES COVE
COMMUNITY DEVELOPMENT DISTRICT

ENGINEER'S REPORT
FOR CAPITAL IMPROVEMENTS

Prepared for:

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

Prepared by:

DAVE SCHMITT ENGINEERING, INC 12301 LAKE UNDERHILL ROAD
ORLANDO, FL 32828
PH: 407-207-9088

December  04, 2019

CHARLESCOVE COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS
I.	INTRODUCTION	1-2
n.	PURPOSE AND SCOPE	2
Ill.	THE DEVELOPMENT	3
THE CAPITAL IMPROVEMENTS	3
CAPITAL IMPROVEMENT PLAN COMPONENTS	4-5
Stonnwater  Management Facilities ..,	4
Public Roadways	5
Water and Wastewater Facilities	5-6
Off-site Improvements	6
Amenities and Parks	6
Electric and Lighting	6
Entry Features	7
Miscellaneous	7
VJ.	PERMITTING	8-9
RECOMMENDATION	9
REPORT MODIFICATION	9
CONCLUSION	10

LIST OF EXHIBITS

EXHIBIT 1- Location Map EXHIBIT 2- Legal Description EXHIBIT 3- District Boundary Map EXHIBIT 4- Land Use Map EXHIBIT 5- Zoning Map
EXHIBIT 6- Utility Location Map & Drainage Flow Pattern Map
EXHIBIT 7- Summary of Opinion of Probable Costs EXHIBIT 8- Summary of District Facilities EXHIBIT 9- Overall Site Plan

ENGINEER'S REPORT CHARLES COVE
COMMUNITY DEVELOPMENT DISTRICT

INTRODUCTION

The Charles Cove Community Development District (the "District"  or the "COD")  is west of US Highway 27 (SR 25), and south of Massee Road within Haines City, Florida (the "Cit y"). The District currently contains approximately 18 4.10 acres and is expected to consist of 550 single family lots, recreation/amenity areas, parks, and associated infrastructure.

The COD was established by City Ordinance No. 19-1666 which was approved by the City Commission on December 05, 2019. The District will own and operate the public roadways and stormwater management facilities, as well as the landscape, irrigation, signage, and recreational facilities within the Development.

Public improvements and facilities financed, acquired, and/or constructed by the District will be designed and constructed to conform to regulatory criteria from  the City, Polk Coun ty, Florida (the " Coun ty"), Southwest Florida Water Management District (SWFWMD), and other applicable agencies with regulatory jurisdiction over the Development, defined below. Any public improvements or facilities acquired by the District will be at the lesser of cost or fair market value. An overall estimate of probable cost of the public improvements is provided in Exhibit 7 of this report.

This "Capital Improvement Plan" or "Report" reflects the present intentions of the District and the lan downers. 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 developable land within the District. The District reserves the right to make reasonable adjustments to the Report to meet applicable regulatory requirements of agencies with jurisdiction over the Development, while maintaining comparable levels of benefit to the developable lands served by the improvem ents. Changes and modifications are expected as changes in regulatory criteria are im ple mented .

Page I

Implementation of any proposed facilities or improvements outlined in this Report requires written approval from the District's Board of Supervisors. Estimated costs outlined in this report are based on best available infonnation, 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 including sidewalks in the right-of-way and storm drainage collection systems (from the curb inlets to their connection to the Stormwater ponds) within the Development will be maintained by the District. Water distribution and wastewater collection systems (gravity lines, force mains, and lift stations) will, upon completion, 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 the District. This Report will idehtify the proposed public infrastructure to be constructed or acquired by the District along with an opinion of probable cost.

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

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 not yet been completed and permitted for the improvements described herein. The engineer has considered, and in specific instances has relied upon, the infonnation and documentation prepared or supplied by others, and infonnation that may have been provided by public entities, public employees, the landowner, site construction contractors, other engineering
professionals, land surveyors, and the District Board of Supervisors, including its staff and consultants.

THE DEVELOPMENT
The Development will consist of 550 single family homes and associated infrastructure ("Development" ). The Development is a planned residential community located west of US Highway 27 (SR 25), and south of Massee Road within the City. The property in the City has a land use of LDR-NR (Low Density Residential-North Ridge) and a zoning of RPUD (Residential Planned Unit Development). The Development will be constructed in two (2) phases.

THE CAPITAL IMPROVEMENTS
The Capital Improvement Plan,  (the  "CIP"),  consists  of  public  infrastructure  in  Phases  I & 2. The primary portions of the CIP will entail stonnwater  pond  construction,  roadways built to an "urban" typical section, water and sewer facilities and off-site improvements (including Developer  funded  and  constructed  off-site  roadway  improvements  and extension of water and sewer mains to serve the Development).

There will also be storrnwater structures and conveyance culverts within the CIP which will outfall into the on-site retention ponds. These structures and pond areas comprise the overall stormwater facilities of the CIP. Installation of the water distribution and wastewater collection system will occur as needed in each phase. Below ground installation of telecommunications and cable TV will occur, but will not be funded by the District. Installation of street lights and power conduits within the public right of way or easements will be funded by the District. Only undergrounding of wire in public right-of-way and on District land is included.

As a part of the recreational component of the CIP, a public park/amenity center will be constructed within the Development. The public park/amenity center will have connectivity to each of the other phases via sidewalks to the other portions of the District. The public park/amenity center will be accessed by the public roadways and sidewalks.

CAPITAL IMPROVEMENT PLAN COMPONENTS

The Capital Improvement Plan includes the following:

Stormwatec Mapagemeut Facilities
Stormwater management facilities consisting of stonn conveyance systems and retention ponds are contained within the District boundaries. Stormwater will runoff via roadway curb and gutter to storm inlets. Storm culverts convey the runoff into the proposed retention ponds for water quality treatment and attenuation. The proposed stonnwater systems will utilize wet detention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District's stonnwater management systems is regulated by the City, the County, and the SWFWMD. There are no known natural surface waters within the Development other than the on-site wetlands and the portion of the property within Lake Saint Charles.

Federal Emergency Management Agency Flood Insurance Rate Map (FEMA FIRM) Panel No. 12105C-0220G demonstrates that the property is located within Flood Zone X with a small portion in Zone A on the northwest boundaries, also around  the on-site  wetlands and the eastern portion of the property adjacent to Lake Saint Charles. Based on this information and the site topography, based upon the current approved plans, floodplain compensation wiII be required.

During the construction of stormwater management facilities, utilities and roadway improvements, the contractor will be required to adhere to a Stormwater Pollution Prevention Plan (SWPPP) as required by Florida Department of Environmental Protection (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 measures and staked turbidity barriers specifically along the down gradient side of any proposed construction activity. 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.

Public Roadways
The proposed public roadway sections are to be 50' rights-of-way with 24' of asphalt and Miami curb or Type F curb and gutter on both sides and the entrance roadway section  is to be 60'-135' rights-of-way with 24' of asphalt on each side and Miami curb or Type F curb and gutter on both sides The proposed roadway section will consist of stabilized subgrade, lime rock, 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 to provide stormwater runoff conveyance to the proposed stonnwater inlets.

The proposed roadways will also require signing and pavement markings within the public rights-of-way, as well as street signs depicting street name identifications, and addressing, which will be utilized by the residents and public. As stated above, the District's funding of roadway construction will occur for all public roadways within the Development.

Water and 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 Haines City Public Utilities. The water system will be a "looped" system. These facilities will be installed within the proposed public rights-of-way within the District. This water will provide the potable (domestic) and fire protection services which will serve the lands within the District.

A domestic wastewater collection system inclusive 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. The phase l lift station will transport  wastewater flow via an 8" on-site force main, upsized to a IO" FM on Massee Road. The off-site IO" FM is increased to a 16" FM and connects to and existing lift station located at the southeast comer of Patterson Road and North 10th Street. The phase 2 lift station will transport
wastewater  flow via an 8" on-site force main to a manhole  in phase  I  which flows to the

phase 1 lift station. Reclaimed water is not available for this site. A connection to the potable water system is to be constructed and funded by the District will be installed onsite to provide irrigation within the public right of way or irrigation water service shall be provided as part of the domestic water system design. Any water, sewer, or reclaim water pipes or facilities placed on private property will not be publicly funded.

Off4     Site Improvements
The   developer has constructed and provided	the funding   for   the	Massee	Road anticipated	roadway	improvements  as  well  as  the  off4       site  water  and  FM.  The  site construction activities associated with the CIP are anticipated  for completion  based  on the following estimated schedule:	Phase		m	2023.	Upon	completion	of these	improvements,		inspection/certifications will be obtained from the SWFWMD; the Polk County Health Department (water distribution system), Florida Department of Environmental Protection (FDEP) (wastewater collection) and the City/County.

Amenities and Parks
The District will provide funding for an Amenity Center to include the following: parking area, clubhouse  and  pavilion  with  restroom  facilities, pool, tot  lot, a114        purpose  play field, and walking trails between the phases to provide connectivity to the Amenity Center, and passive parks throughout the Development which will include  benches and  walking  trails. All paths, parks, etc. discussed in this paragraph are available to the general public.

Electric and Lighting
The electric distribution system servmg the Development is currently planned to be underground. The District presently intends to fund and construct the electric conduit, transformer/cabinet pads, and electric manholes required by DUKE. Electric facilities funded by the District will be owned and maintained by the District, with DUKE providing underground electrical service to the Development. The CDD presently intends to purchase and install the street lighting along the internal roadways within the CDD or enter into a lease with DUKE. These lights will either be owned, operated and maintained by the District or if leased by DUKE after dedication, with the District funding maintenance services.

Eptry Feature, Laudscapiu2, and Jrrjgatjon
Landscaping, irrigation, entry features and walls at the entrances and along the outside boundary of the Development will be provided by the District. The irrigation system will contact to the potable water system. The well and irrigation watennains to the various phases of the Development will be constructed or acquired by the COD with District funds and operated and maintained by the COD. Landscaping for the roadways will consist  of sod, annual flowers, shrubs, ground cover and trees for the internal roadways within the Development. Perimeter fencing will be provided at the site entrances and  perimeters. These items will be funded, owned and maintained by the COD.

Miscellaneous
The stormwater improvements, landscaping and irrigation, recreational improvements, street lighting, and certain permits and professional fees as described in this report, are being financed by the District with the intention for benefiting all of the developable real property within the District. The construction and maintenance of the proposed public improvements will benefit the Development for the intended use as a single-family planned Development.

PERMITTING
Construction permits for all phases are required and include the SWFWMD Environmental Resource Permit (ERP), Polk County Health Department, Florida Department of Environmental Protection (FDEP), Army Corps of Engineer Permit (ACOE), and City construction plan approval.

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

PHASE 1

Permits / Approvals	Approval/ Expected Date	
Zoning Approval	April 2017	
Preliminary Plat	Approved	
SWFWMD ERP (Mass Grading)	September 2017	
SWFWMD ERP (Phase I)	July2018	
SWFWMD ERP (Phase 1 Mod)	September 2019	
SWFWMD ERP (Massee Road)	September 2019	
Construction Plans Haines City (Mass Grading)	May 2018	
Construction Plans Haines City (Phase I)	May 2018	
Construction Plans Haines City (Off-Site)	March 2017	
Polk County Health Department Water (Phase I)	June 2017	
Polk County Health Department Water (Off-Site)	June 2017	
FDEP Sewer (Phase I )	June 2017	
FDEP Sewer (Off-Site)	June 2017	
FDEPNOI	September 2016	
FOOT Utility	August 2018	
Polk County ROW Pennit (Off-Site)	August 2018	
ACOE	Not applicable	

PHASE2

Permits/ Approvals	Approval/ Expected Date	
Zoning Approval	April 2017	
Preliminary Plat	Approved	
SWFWMD ERP (Mass Grading)	September 2017	
Construction Plans Haines City (Mass Grading)	May 2018	
Construction Plans Haines City (Phase 2)	December 2020	
Polk County Health Department Water (Phase 2)	December 2020	
FDEP Sewer (Phase 2)	December 2020	
FDEPNOI	September 2016	
ACOE	Not applicable	

RECOMMENDATION

As previously described within this report, the public infrastructure as described is necessary for the development and functional operation as required by the City. The site planning, engineering design and construction plans for the infrastructure are in accordance with the applicable requirements of the City, and the 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 the Opinion of Probable Costs for this report are based upon proposed plan infrastructure as shown on construction drawings incorporating specifications in the most current SWFWMD and the City regulations.

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.

CONCLUSION

It is our professional opinion that the public infrastructure costs for the CIP provided in this Report are reasonable to complete the construction of the public infrastructure improvements. 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 public infrastructure improvements 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 the County. However, labor market, future costs of equipment, materials, changes to the regulatory permitting agencies activities, 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 CIP construction continues in a timely manner, it is our professional opinion that the proposed public infrastructure 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 accuracy 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 CIP can  be completed at the cost as stated.

NTS

SITE

=---

:.-=:.=

EXHIBIT 1 • LOCATION MAP CHARLES COVE CDD

LEGAL DESCRIPTION

A PORTION OF SECTION 31, TOWNSHIP 28 SOUTH, RANGE 27EAST, POLK COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTHWEST CORNER OF SOUTHWEST QUARTEP (SW114) OF SECTION 31, TOWNSHIP 28 SOUTH, RANGE 27 EAST; THENCE

NORTH 89'18'20" EAST, ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER, A DISTANCE OF 200.00 FEET; THENCE, DEPARTING SAIO
NORTH 1.INE, SOUTH 00°41'40" EAST, A DISTANCE OF 45.1B FEET TO A POINT ON THE SOUTH LINE OF THE COUNTY MAINTAINED RIGHT-OF-WAY OF
MASSEE ROAD PER MAP BOOK 6, PAGES 1 THROUGH 4 ANO MAP BOOK 14, PAGES 46 THROUGH 62, OFFICIAL RECORDS OF POLK COUNTY FLORIDA, FOR A POINT OF BEGINNING; THENCE, ALONG SAID SOUTH LINE, THE FOLLOWING TWELVE (12) COURSES ANO DISTANCES: (1) SOUTH
89°19'57"  EAST, A DISTANCE OF 39.69 FEET;  (2) THENCE NORTH 89"42'40" EAST,  A DISTANCE OF 162.62 FEET;  (3) THENCE   NORTH 68°08'48" EAST, A DISTANCE OF 137.80 FEET; (41 THENCE NORTH 89"03'08" EAST, A DISTANCE OF 211.45 FEET; (5) THENCE NORTH 88'20'00" EAST, A DISTANCE OF
FEET; (8) THENCE SOUTH 85'1r o2• EAST, A DISTANCE OF &4.27 FEET; (7) THENCE NORTH 89'24'38" EAST, A DISTANCE OF 237.57 FEET; (B) THENCE NORTH B9"01'01" EAST, A DISTANCE OF 340.87 FEET; (9) THENCE NORTH 88'64'34" EAST, A DISTANCE OF 306.08 FEET; (101THENCE
NORTH 88"44'08" EAST, A DISTANCE OF 300.90 FEET; (11 J THENCE NORTH B8°4r63" EAST, A DISTANCE OF 5711.98 FEET; (12) THENCE NORTH 89"1!1'68" EAST, A DISTANCE OF 38.39 FEET; THENCE, DEPARTING SAID SOUTH LINE, SOUTH 00'18'17" EAST, A DISTANCE OF 188 .71 FEET; THENCE
NORTH 89'18'20" EAST, A DISTANCE OF 100 .00 FEET; THENCE SOUTH 00·1e·1r EAST,  A DISTANCE OF 1,096.19 FEET; THENCE NORTH 89"33'08" EAST, A DISTANCE OF 881.80 FEET; THENCE SOUTH 00'16'48" EAST , A DISTANCE OF 1,318.74 FEET TO A POINT ON THE SOUTH LINE OF AFORESAID
SECTION 31; THENCE SOUTH 89°48'34" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 2101.28 FEET; THENCE NORTH 00°111'68" WEST, A DISTANCE OF 10.00 FEET; THENCE SOUTH 89"48'34" WEST, A DISTANCE OF 416. FEET; THENCE SOUTH 00"19'58" EAST, A DISTANCE OF 6.00
FEET; THENCE SOUTH 89"48'34" WEST, A DISTANCE OF 380.38 FEET; THENCE SOUTH 00'11'28" EAST, A DISTANCE OF 4.00 FEET TO A POINT ON THE SOUTH LINE OF AFORESAID SOUTHWEST QUARTER; THENCE SOUTH 811°48'34" WEST, ALONG SAID SOUTH LINE, A OISTANCE OF 642. 78 FEET
TO THE SOUTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE NORTH 00'23'41" WEST , ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER, A DISTANCE OF 1,300.80 FEET; THENCE, DEPARTING SAID WEST LINE, NORTH 89"33'28" EAST, A DISTANCE OF 200.00 FEET; THENCE
NORTH 00"23'41" WEST, A DISTANCE OF 1,258.52 FEET TO THE POINT OF BEGINNING. CONTAINING 8,019,378 SQUARE FEET OR 1B4.100 ACRES. MORE OR LESS,

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Exhibit 7 Charles Cove CDD
Community Development District Summary of Probable Cost

Infrastructure 111	Phase 1

2019-2Q23	Phase 2

2021-2025	Total
(550 lots)	
Stormwater Management 1zu  u3  51151111  1	$3,500,000.00	$ 1,300,000.00	$4,800,000.00	
Utilities (Water, Sewer, & Street liRhting)l  5H 5l  1sH1 01	$1,800,000.00	$ 1,400,000.00	$3,200,000.00	
Roadwav l4ll 5H5H1 21	$ 1,800,000.00	$ 1,500,000.00	$3,300,000.00	
Entry Feature l5H7H10111 21	$ 200,000.00	$	25,000.00	$ 225,000.00	
Parks and Recreational Facilities1  5111 0111 21	$ 2,500,000.00	$ 300,000.00	$2,800,000.00	
Continllencyl101	S 500,000.0Q	s 100 000.00	s 600,000.00	
TOTAL			$102 nn	nnn ;O()	$4;&25.000.00	$14,925Mn.DO	

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Not es:
Infrastructure consists of public roadway improvements, stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and parks and recreational facilities.
Excludes grading of each lot both for initial pad construction and in conjunction with home construction, which will be provided by developer or homebuilder.
Includes stormwater pond excavation. Costs do not include transportation to or placement of fill on private property.
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.
Includes subdivision infrastructure and civil/site engineering.
Estimates are based on 2019 cost.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with Duke Energy for the street light poles and lighting service. Only undergrounding of wire in public right-of-way and on District land is included.
Estimates based on Master Infrastructure to support development of 550 lots.
The costs associated with the infrastructure are a master cost and is effectively shared by the entire project (All Phases)
These costs includes the retaining walls constructed for Phase 1 & Phase 2.
COD will own and maintain the sidewalks only adjacent to common ar eas.

Exhibit 8 Charles Cove COD
Community Development District Summary of District Facilities

District Infrastructure	
Construction	
Ownership	
Capital Financing•	Oi:1erat ion and	
				Maintenance	
					
Stormwater Facilities	District	District	District Bonds	District	
Lift Stations/Water/Sewer	District	City of Haines City**	District Bonds	City of Haines City	
Street Lighting/Conduit	District	District****	District Bonds	District	
Road Construction•••	District	District	District Bonds	District	
Entry Feature & Signage	District	District	District Bonds	District	
Parks and Recreational Facilities	District	District	District Bonds	District	

*Costs not funded by bonds will be funded by the developer.
**Utilities constructed by the District and conveyed to Haines City will be constructed to City standards.
***Internal Roadways will be private and non-gated.
****Street Lighting/ Conduit shall be owned and mantained by the District or the District shall enter into a lease agreement with DUKE.

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EXHIBIT 9 - OVERALL SITE PLAN	
		CHARLES COVE COD	

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COMPOSITE EXHIBIT B

MASTER ASSESSMENT METHODOLOGY PHASE 1

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

December 2019

Prepared for:

Members of the Board of Supervisors,
Charles Cove Community Development District

Prepared on December 10, 2019

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

0
pfm

0

MASTER ASSESSMENT METHODOLOGY PHASE 1 CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

December 10, 2019

Introduction

Purpose

This "Master Assessment Methodology Phase 1," dated December 10, 2019 ("Phase 1 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 Charles Cove Community Development District ("District'') to fund beneficial public infrastructure improvements and facilities. The Phase 1 Methodology described herein has two goals: (1) quantifying the special benefits received by properties within the District as a result of the construction of the District's improvements and facilities, and (2) equitably allocating the costs incurred by the District to provide these benefits to properties in the District.

The District plans to implement a capital improvement program ("GIP") 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 valorern special assessments levied by the District. These special assessments will serve as liens against properties within the boundary of the District that receive a special benefit from the CIP. This Phase 1 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.

Background

The District includes approximately 184 gross acres of property within its boundaries. The District is generally located south of Massee Road, west of US 27 and Lake Saint Charles, north of Diamond Acres Road within the City of Haines City, Florida. At build-out, the District is expected to contain 550 single­ family lots and related infrastructure. The 322 units for Phase 1 of the District is found in Table 1.

Table 1. Summary of District Land Use Plan

RE Use
    Single Family Units	
Source: Developer

PH 1
322	

PH 2	TOTAL
228	550	

2

0

CIP - Infrastructure Installation

The District will construct its public infrastructure and improvements on a phased basis, as outlined in the "Charles Cove Community Development District Engineer's Report for Capital Improvements", dated December 4, 2019 ("Engineer's Report"), as prepared by Dave Schmitt Engineering, Inc. ("District Engineer''). A legal description for the District, as provided by the District Engineer, is attached as Exhibit "A." The District infrastructure and improvements for Phase 1 are designed to serve Phase 1, with components of Phase 1 development benefitting Phase 2 as detailed in the Engineer's Report. It is important to note that the CIP costs are provided with respect to the timing of the costs on a phased basis (Table 2) as well as a benefit allocation basis (Table 3) based on the District's Engineer's footnote regarding the "mastercosts" of development which are shared by the entire project.

Table 2. Summary of CIP Cost Estimates - Phasing

Infrastructure Com2onent (1}	Estimated Costs, Phase 1	Estimated Costs, Phase 2	Total Estimated Costs	
Stormwater Management Facilities	$3,500,000	$1,300,000	$4,800,000	
Utilities (Water/Sewer & Street Lighting) (2)	$1,800,000	$1,400,000	$3,200,000	
Roadways	$1,800,000	$1,500,000	$3,300,000	
Entry Feature (2)	$200,000	$25,000	$225,000	
Parks and Recreation Facilities (2)	$2,500,000	$300,000	$2,800,000	
Contingency (2)	$500,000	$100,000	$600,000	
Total	$10,300,000	$4,625,000	$14,925,000	
Source: Dave Schmitt Engineering, Inc (1) Any costs outlined herein the Engineer's Report not funded with bond proceeds will be funded via Developer's Agreement with the District. (2) Master development costs shared by entire development

Table 3. Summary of CIP Cost Estimates - Benefit Allocation

Infrastructure Comgonent {1}	Estimated Costs, Phase 1	Estimated Costs, Phase 2	Total Estimated Costs	
Stormwater Management Facilities	$3,500,000	$1,300,000	$4,800,000	
Utilities (Water/Sewer & Street Lighting) (2)	$1,873,455	$1,326,545	$3,200,000	
Roadways	$1,800,000	$1,500,000	$3,300,000	
Entry Feature (2)	$131,727	$93,273	$225,000	
Parks and Recreation Facilities (2)	$1,639,273	$1,160,727	$2,800,000	
Contingency (2)	$351,273	$248,727	S600,000	
Total	$9,295,727	$5,629,273	$14,925,000	
Source: Dave Schmitt Engineering, Inc.
Any costs outlined herein the Engineer's Report not funded with band proceeds will be funded via Developer's Agreement wilh the District.
Master development costs shared by entire development

0

Requirements of a Valid Assessment Methodology

In PFM Financial Advisors LLC, the Assessment Consultant's ("PFM FA" and/or "AC") experience, there are two primary requirements for special assessments to be valid under Florida law. First, the properties assessed must receive a special benefit from the improvements paid for via the assessments.  Second, the assessments must be fairly and reasonably allocated to the properties being assessed. If these two characteristics of valid special assessments are adhered to, Florida law provides some latitude to legislative bodies, such as the District's Board of Supervisors, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is likely impossible. PFM FA's experience 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.

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. 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 CIP described in the District Engineer's Report 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.

Special Benefits Provided by CIP Components

The roadway improvements will provide ingress and egress to residents and landowners, access to District commercial properties, and connections to existing roadways in the area, as outlined in more detail in the Engineer's Report. The roadway costs also include on-street parking, bicycle lanes, and sidewalks planned for the District. Some of the special benefits provided to properties within the District by the roadway improvements are added accessibility to the property, added use of the property, added enjoyment of the property, and the probability of increased marketability and value of the property. Further, roadway improvements are required by state regulatory agencies and the local municipalities prior to or simultaneous with any development of property within the District.

0

Stormwater Management System
The District's stormwater management system consists of water retention ponds, roadway inlets, collector pipes, manholes, and other improvements providing benefits to properties by effectively draining and dispersing stormwater runoff. Some of the special benefits provided to properties within the District by the stormwater management system are the added use of the property, increased sanitary conditions of the property, flood mitigation, protection of the environment, and the probability of increased marketability and value of the property. Further, stormwater management improvements are required by state regulatory agencies and the local municipalities prior to or simultaneous with any development of property within the District.

Utility System Improvements
The District's utility system includes a series of interconnected and looped water mains connecting to an extension of the major distribution system from an existing water treatment plant. This water distribution system delivers potable water and fire protection water to the properties within the District. The CIP also includes a water distribution system used to deliver reclaimed water to the properties for irrigation purposes.

The District will provide sanitary sewer facilities including lift stations, gravity collection systems, and sanitary force mains. Some of the special benefits provided to properties within the District by the water and sewer utility improvements are the added use of the property, added enjoyment of the property, increased sanitary conditions of the property, protection of the environment, and the probability of increased marketability and value of the property. Further, these utility improvements are required by state regulatory agencies and local municipalities prior to any development of property within the District.

Landscaping and lrrigatlon Improvements
The landscaping and irrigation estimates include landscape, streetscape, hardscape, signage, monumentation, and common area improvement costs including the irrigation systems required to support such improvements. The electrical duct bank system & lighting improvements include a plastic pipe duct bank system that will allow for the undergrounding of utilities and will also serve to power streetlights needed to illuminate the roadways and pedestrian areas within the District. These improvements provide for the safety and added enjoyment of the property and the probability of increased marketability and value of the property. Further, many of these landscape and irrigation improvements are required by state regulatory agencies and local municipalities prior to or simultaneous with any development of property within the District.

Demonstration of Benefit

As shown in Table 3, the estimated cost of the Phase 1 CIP is $10,300,000. The District plans to issue bonds to fund a portion of these costs, with Phase 1 total bond principal estimated at $11,990,000 (Table 4). Following the installation of the District's Phase 1 CIP (as outlined in the Engineer's Report), there are an estimated 120.37 acres within the District's Phase 1. Therefore, the average cost of the District's Phase 1 CIP, per assessable acre, is $99,610 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
$17,309 per acre. Therefore, as illustrated in Table 3, the total cost of the land with the proposed improvements implemented is approximately $116,919 per acre.

Based on the land development plan and information from the Developer, the estimated average value of an ERU to be developed in the District is $250,000. PFM FA's experience suggests that the typical relationship between the total price of a new home and its finished lot is approximately 25%. So, the average finished lot in the District is expected to have a retail value of $62,500. The land use plan anticipates a density of 2.68 units per assessable acre for Phase 1 lands. Therefore, the average value per acre for properties developed into units is $167,194. Thus, the estimated net special benefit to District Phase 1 lands is $50,275 per acre. In other words, the installation of the Phase 1 CIP is expected to increase the estimated market value of the land within the District's Phase 1 in excess of the cost of the assessments. Table 4 summarizes the estimation of special benefit on a per acre basis.

Table 4. Demonstration of Special Benefit for Properties in the District, Phase 1

Category
Maximum Bonds Necessary to Fund CIP Acres within District
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 Lot Value of Lot @ 25%
Density/Acre
Est. Value of Finished Lots/Land per Acre Net Benefit per Acre from COD Improvements

Amount
$11,990,000
120.37
$99,610
$17,309
$116,919

$250,000
$62,500 2.68
$167,194
$50,275

'Based 011 the 2018 assessed value of all assessable District land provided by the Polk County Property Appraiser.

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CIP Plan of Finance

The District intends to finance the majority of its Phase 1 CIP by issuing bonds. These bonds will be issued in several series, as development progresses within the District. The District's first series of bonds is expected to be issued in the 2020 calendar year ("Series 2020 Bonds") and will help fund the costs of the Phase 1 District infrastructure and improvements. The District infrastructure and improvements for Phase 1 are designed to serve Phase 1, with components of Phase 1 infrastructure improvements benefitting Phase 2 as detailed in Table 3. A number of component funds comprise the total principal of the bonds to be issued by the District. These funds may include but are not limited to acquisition and construction, capitalized interest, a 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 5. The construction/acquisition funds raised by the District's bonds may fund only a portion of the District's CIP. The balance of any remaining CIP costs will be funded by one or more District landowner(s) or by other means.

As bonds are issued by the District over time, the District will adopt 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.

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Table 5. Estimated District Bond Financing Details, Phase 1

Bond Fund
Construction/Acquisition Fund	Phase 1 Bonds Value 111
$9,295,727	
Debi Service Reserve	$847,888	
Capitalized Interest	$1,378,850	
Costs of Issuance (Including Underwriter's Fee)	$464,800	
Contingency	$2,735	
Maximum Bond Principal	$11,990,000	

Average Annual Interest Rate:		
Term (Years):	5.75%	
Capitalized Interest (Months):	30	
Maximum Net Annual Debt Service:	24	
Maximum Net Annual Debt Service (2):	$847,888	
The values shown are estimated and subject lo change.
Gross assessments represent the assessment placed on the County taK roll each year, if the District elects to use the Unifonn Method of collecting non­ ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 7.0% gross-up to account for the fees of the County Property Appraiser and TaK 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 each phase 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.

Allocation of Specific Assessments

The discussion offered below illustrates the process by which the District will allocate bond debt it incurs to fund its Phase 1 CIP. The District's maximum of $11,990,000 of total bond debt if bond financing was used to fund the portion of the Phase 1 CIP detailed in Table 5. The District's bond debt will be secured primarily by special assessments allocated to properties in the District based on and proportional to the benefits that each property receives from the CIP.

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As noted above, as long as two basic principles are adhered to, Florida law generally allows the District Board some latitude in determining the appropriate methodology to allocate the costs of its CIP to benefiting properties in the District. The two principles are: (1) the properties being assessed must receive a special benefit from the CIP and (2) the assessments allocated to each property must be fairly and reasonably apportioned among the benefiting properties.

In a/locating special assessments to benefiting property, Florida governments have used a variety of methods including, but not limited to, front footage, area, trip rates, equivalent residential units ("ERU"), dwelling units, and acreage. These ERU values equate the benefit received by a stated amount of such particular land use category to the benefit received by a typical single-family residence. The use of ERU values to estimate the benefit derived from infrastructure improvements is recognized as a simple, fair, and reasonable method for apportioning benefit. ERU values are a commonly accepted method for calculating special benefit assessments in Florida.

The assignment of ERU values to units of development planned for the District begins with consideration of the benefit received by a hypothetical single family residence from the District's CIP. This hypothetical single family residence will serve as the base unit for purposes of ERU allocation, and has been assigned an ERU value of 1.0 per residence. In assigning ERU values to the uses anticipated to be developed within the District, the FA considered several factors. First, the lot size of a Development Unit was taken into consideration. The size of a Development Unit affects the stormwater runoff generated by the Development Unit, the landscaping and lighting required to serve the Development Unit, and the length of roadways necessary to serve the Development Unit, among other impacts.

Second, the vehicle traffic generated by the Development Unit was taken into consideration. The AC is familiar with roadway trip generation statistics for property types such as those planned for the District and took those figures into consideration when assigning ERU values. Land uses with higher trip generation rates have a greater impact on roadway improvements, and thus receive a greater benefit from those improvements, and have thus been assigned higher ERU values.

Third, the District considered the probable usage of water and sewer utilities by the various land uses. For example, a multi-family residence will probably have a greater impact on and receive a greater benefit from water and sewer utilities when compared to non-medical office space covering a similar area. PFM FA, has determined that an assessment methodology based on ERU values. Table 6 contains the allocation of the District's CIP costs, as financed, to the Development Units planned for the District based on the ERU value assigned to each Development Unit per phase. Table 7 shows the annual bond debt service assessments associated with the bond par allocations found in Table 6. Table 7 becomes important as the land within a phase is platted, as specific bond debt service assessments will be assigned to the individual Development Units within the relevant phases at that time.

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Table 6. Allocation of the Costs of the District's CIP, as Financed

Description
Single Family Lots (Phase 1) Total
Source: PFM Financial Advisors LLC

Units
322
322

Total Bonds Principal Assmt. per ERU
$11,990,000
$11,990,000

Total Bonds Principal Assmt. per Unit
$37,236

Table 7. Summary of Annual Assessments

Description

     l;! mds Max Net	!;loads Max Net	Bonds Max Gross	Bonds MaK Gross Planned	 Annual Assmt./  Annual Assmt./		Annual Assmt./		Annual Assmt./

	Lots/ER Us	Category	Unit	Category {1l	Unit (1)	
Single Family Lots (Phase 1)	322	$847,888	$2,633.19	$911,707	$2,831	
Total	322	$847 888		$911 707		

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

Assignment of Specific Assessments

Assessments securing bonds issued to fund Phase 1 properties will initially be assigned to Phase 1 properties on an equal per-gross acre basis. Similarly, assessments securing bonds issued to fund future phase(s) properties will initially be assigned to future phase(s) properties on an equal per-gross acre basis. The assessments for each phase will then 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. The specific bond debt assessment that is assigned to platted Development Unit will be detailed in one or more future supplemental assessment reports, in accordance with the principles and allocations set forth in this Phase 1 Methodology. Properties slated for development will first be assigned bond debt service assessments by the District based on the amounts set forth in Table 6 and Table 7. Bond indebtedness remaining to be allocated will initially be assigned on an equal per-acre basis to all acreage within the District or Phase that has not been developed.

The entitlements assigned or committed by the Developer via deed or development agreement will serve as the basis for determining the entitlements allocated to property within the District owned by a specific property owner. As undeveloped acreage is included as land to be developed, the District will assign par and annual assessments as outlined in Table 6 and Table 7 above until any outstanding District bond issuance is fully secured (subject to the exceptions outlined in Section 3.4).

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The District will fund its Phase 1 CIP via its Series 2020 Bonds. Future supplemental assessment methodology reports will outline the details of the Phase 1 District bond issuance. As outlined in Section
2.0 above, a Development Unit's full bond debt service assessment (estimates of which are provided in Table 6 and Table 7 above) will be assigned when that Development Unit is platted.

The total amount of bond debt necessary to fund the Phase 1 CIP may be revised in future supplemental assessment methodology reports. However, consistent with Section 2.0, each Development Unit's assigned bond debt service assessment will be based on the total assessment necessary to fund the District's CIP. Future supplemental assessment methodology reports will outline the specific units that are expected to ultimately provide security for the bonds that are the subject of that supplemental assessment methodology report.

In addition, a lien for the bond debt necessary to finance the District's Phase 1 CIP will be placed on Phase 1 lands within the District at the time of the District's bond issuance. This lien will be satisfied at some point in the future at the District's discretion by either the assignment of bond debt service assessments accompanying a future bond issuance providing funding for the CIP or a Contribution by the property owner in lieu of assessments. Should the District not issue bonds to fully fund the costs of its Phase 1 CIP, the District can enforce a completion agreement with the Developer, executed prior to the issuance of any bond debt, which requires the Developer to fund the balance of the Phase 1 CIP and contribute the improvements to the District. If the District's Phase 1 CIP is revised at some point in the future such that less than the total CIP costs in Table 4 are required, the District will reallocate any preexisting bond debt service assessments providing security for the CIP to all developable and assessable properties within the District pursuant to the assessment allocation principals outlined in this Phase 1 Methodology.

If all properties within the District's Phase 1 have been assigned bond debt service assessments such that the full par value of the District's bonds are secured, and additional development occurs within the District such that density is increased above the !and uses shown in Table 1 ("New Development"), bond debt service assessments will be assigned to that New Development and all properties will receive a proportionate reduction in their bond debt service assessment. In the event that a unit owner has prepaid its debt assessment, the respective unit will not be included in the reassignment analysis.

True-Up Mechanism

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

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

The ceiling level of debt is established at the time each series of bonds is issued. For example, the District may issue up to $11,990,000 in Bonds to fund the Phase 1 GIP. There are approximately 120.37 gross acres of land within the District's Phase 1; however, according the Engineer's Report. Each of these acres will be assigned an equal assessment of the $11,990,000 in remaining unassigned bond debt assessments. Therefore, and assuming for purposes of this illustration that all $11,990,000 in anticipated bond debt is issued by the District to fund its CIP, the ceiling level of debt for developable and assessable properties would be $99,610 per acre ($11,990,000 / 120.37.) This ceiling level is based upon the best information available at the time of this report, is subject to change, and will only be finalized at the time of the District's first bond issuance.

A test will be conducted when 25%, 50%, 75%, 90%, and 100% of the acreage within the District has been developed. The ceiling amount of debt is determined at the time any District bond issuance is closed. The ceiling amount is the ratio of the amount of debt outstanding divided by the number of acres of land for which no debt allocation has occurred as per this methodology. Table 8 below illustrates when the true-up test will be applied to determine if debt reduction payments are required.

Table 8. True- Up Thresholds, Phase 1

Category	25%	50%	75%	90%	100%	
Platted Developable Acres	30.1	60.2	90.3	108.3	120.4	
Unplatted Developable Acres	90.3	60.2	30.1	12.0	0.0	
Debt Ceiling per Acre	$99,610	$99,610	$99,610	$99,610	$99,610	
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 Phase 1 CIP is developed in such a manner as to receive special benefit from the CIP, it is contemplated that this Phase 1 Methodology will be re-applied to include such new parcels. The additional land, as a result of applying this Phase 1 Methodology, will be allocated an appropriate share of the special assessments, with all previously-assessed parcels receiving 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 ("Co ntribution"). 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.

5.0	Assessment Roll

Table 9 outlines the maximum bond principal assessment per assessable 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 9. Assessment Roll

     Bond Prlncl11al   	Net Total       Net Annual	  Bond Gross	 Bond Gross Annual Assessable	Bond Princi11al  Assessment 11er  Bond Annual Assessment		Annual		Assessment eer
Parcel ID Numbers	Acreage	Assessment	Acre	Assessment	per Acre	Assessment (1)	Acre (1)		
Phase 1•	120.37	$11,990,000	$99,610	$847,888	$7,044	$911,707	$7,574		
TOTAL	120.37	$11,990,000	$99,610	$847,888	$7,044	$911,707	$7,574		
*As described in the District Engineer'sReport
(1) Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes . Gross assessments include a 7 O¾gross-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"

LEGAL DESCRIPTION OF LAND LOCATED WITHIN THE DISTRICT

PHASE 1:
DESCRIPTION
A PORTION OF  sEcno.l .'l\, TO\INSHP  28 SOUllf, R,l,NG£  27 EAST. POU<  OOJN'l'Y, n..ORllA. B[]N(l  E	PARTlC\.U,RLY OE IBEO AS FOUOWS:

es•,,roir

ME:NC£ AT n-iE K0RT11KST CORl€R OF SOUTH CIJIJU (Sl/1/4) OF SJ\10 se::cnOH JI, TOWNSHIP  2.6  SOUl)j. RANQE  27 EAST: '!)je)IC£ NORTH e91!1'2Jl9 E"5T, AlffiG n-tE NCflTH UNt Of SAJO SOl/THWE:ST ClUARl[R, A OIST Ofl, 1.S!I rtET; lliOIOE", De'ARJJNG SAID tlOHlli Utt:, S Tli OO':i!1'5D" EAST, A DISTANa: OF 311.93 FEET TO A P0iNT ON 11,E SOUlH LINE OF ni£ COUNTY ldAINTAlm:D RIGHT- Of - WAY OF IIASSEE ROAD P£R MAP BOOI<	PAGES I THROUO 4 ANO M,-P BOOK I ♦, PA(a 4!> TmOOGH 52. OF'l'1CIAL RECOROS OF' POLK COUNlY F1.0RIOA. FOR A P ClNT Of BEQNMINC: THENCE. ALO>lG SAJO SOU11'1 LINE THE FOUDY,ING Fl	(!!) COURSES /.NO DIST,IJfQ;S: (1) NORTH 811'01'01" £AST, A T.V CE OF S.0.38 F'E£T1 (2) TuENC£ I.ORTH 88'S''J.4" EAS't. A DISTANC£ Of J05,0S F"E£T: (3)  1\il:NCE NORTH	£>.ST. A OISTANCt OF 300.00 rE CT1 (-4) THOie€ NOR'IH 88'•47'SJ' E'AST, A (J(ST r,F 579.oti F'EET; (5) 'llimCE NORTli 89 ll'sa"' EAST, A OlSlANC( 0, J0,39 FEET; ltt£NCC. OCPART\110 SAID
SOUTH UH£,  SCVlli  CJ01e·1r  E"5T,  A  DISTANCE:  Cf'  183.71  faT; l)1Dlct  IIM'ni  !191!1'20"  EAST,  II  OIST.1.NCE  0,  100 ,00  FtET; llENCf: SOUTH oo, 'lr E"5T, A DISTANCE: OF 1,095.19 FEET: THElfCE NOATH 69"JJ'o5· !:AST, A DISTANtE Of' 15-61.!IO FEET: THENCE SOUiH 0015'4!1" EAST, A CISTA/tc:E	1,318.74 FEET TO A POOIT ON TH:E SOl/TH UNE Cf' AFOOESMJ SECTION J1: lliEN SOl/Tri
59 • • 3 4• YIEST, ALONG SAID SOUTH LNE, A 01ST,IJIC£ OF 2101. 28 fttT: Tli£NC£ NORTH 00'10'58' WEST, fl. DISTANCE Of 10.00 FEET;

or

THENCE SOUTH 8r48'J..I" \lttST, A OISTANCE Of 351. ft:£T; 1HENC£ NORTH OO"HOJ" EAST, A OISTANCI: Of' 534.20 FEET TO  A POINT	CURVAlVRE TO ntE LETT, CONCAVE TO lHE WEST, HAVNG A RACILIS OF 1,0SS.14 F£El, A CENTRAL ANGU Of' 131)1'02", ANO A CttOAO LENGTH OF 2.41.+7 FEIT, WHICH BEARS NORlH  ·-1S2S" wtsT; THENCC NORTH LY ALONG TH£ AAC	SAJD CUIIVE A DISTANCE Of 241.519 fEr1' TO POINT OF REI/OISE CURVfl.1URE OF A CUIM: TO M RIGHT, Wi'tCAVE TO THE Si,.rr}1£AST, HA'-'NG II
RAOIVS OF 29MO FEET, A CENTRAL ANGI.E OF 69'37"-!8", Ai'(! A O!MD GTH Of 3Je.l'l:I FUT l\'HjQI BEARS NCllll-1 22'J4'!i5" tAST: TliENCE NORTHEAS1£Rl Y "1.000 lH£ ARC or SAIO ()JR A DISTANCE OF J5a.51 FEIT TO PattT OF R£\lmSE M\'ATVR£ Of  A CUINE TO TkE l.Erl', COtfCA'vE TO 'll-iE NDRlHW£ST, HAVD«i A RADIUS OF 3 .00 F££T, A CE!fTRAL A)jCl.E Dr 27"20'17', AND A
°'40Rll LENG'TM 0. 18\.Q6 FEET 111-jlCH BEARS NORTH <4Y4J'41" EAST, lHENct NC>lllHE:IISTD!LY .\LONG ll-i!: ARC OF SAID CUR\/E A DISTANCE Of'  183,70 FUT 10 A POINT Df' R£1<£RSE CURVA1\JRE Ot A CU	TD THE RIQiT, CCNCIIYE TO nl[ SOU™E:AST, HA...NG A
RACIUS Of' :U!l5.00 FU:l, A ctNTRIIL Af,IQ.E Or 40"05'-'2", ANO  A C:HMO  LENGTH  or 195,-4()  FEET  IOH BU./1S NORTH  50'08'23" EAST; THDICE NORTHE:A5TER1.Y Ill.ONG lliE ARC OF SA.10 ',( A DISTANCE OF 199.44- l'EET TO A POINT OF RE'YEASE ClJRVAT\JR:E: OF A CURyt TO "THE LEF'T, CONCAVE ll Trl\\ESTERL'I' HA\11NC A RAOIUS OF' J l.5.0 0 FEET, A CENTIL\L. ANGIL OF .:lSJlfl!i', AND A
OiORO lENGlH Cf' 12B,2J FUT 'M110i BEARS HORTH S&'24'49" E:AST; THOIC£ NORTHEAST ALOHG THE ARC Of SAID CURVE A OISTIINCf: Of' 128.lJ fUT TO A POINT Of NOII-TANOENCY WITH A CURVE TO THE I.UT. com;/\\'C :.oun, IIAVING A RAOIU5 Cir 2!1,00
fE[T, A C€Nl1Ul ANGL£ OF 8016'18".  I)  A  l>iMD  l.!NCTH  OF' 32.23 mT  'MllCH  BEARS  SOOTH  SB'22'01'  \IEST:  TMENCE YiESTERLY >UING THE AAC OF SAID ctlR\IE A DISTANC£ OF 35,03 f'EET TO A F'aH1' OF' REVERSE ctJRVATIJRE OF A CIJRl<E TO THE IGHT. OOt-lCIIIIE NORTH, HAVING A RADIUS OF J55.8D FEIT, A. CENlllUL ANGI.E OF a2•25•12•, D A OiOAO LENGTI-1 OF' '4118,63 FEET
'MUCH SEARS SO()ni 8 "26'58" v.£ST; '!HENCE HORTHEAS1ERLY Al.ONG lliE ARC Of SAID QJR'oti A DISTANCE Of 511.04 FEET TO A POINT OF RE'VEJlSE CURVATVAC WITH A CURVE TO llll!: U;n, CONCAVE SOUTH'/IEST, HAWfG A AAO!US OF 1 .00 F'EET, A COHRAL ANCU: Of' 26'35'30", IIHD A CHOR(] L.fNCTH OF 88.IXI FEET IIHIQl BEARS NORTH 82"J7'«J' WEST;
T1"EHC£ NOR TH	T£.Rl Y ALONG THE ARC Of SAID CURVE A OISTIINCE Of 69.G2 F'EET TO A ?WIT Of NON- TANGENCY; MNCC NORT>i  H'04'M"  £AST.  A  DISlANCE  OF  94_M     FrrT:  l)!ENCE  NORTI-I  1!1"18'48"  v.f'.ST,  A  DISTJ.HC[  OF  M.0I  FTI.T  TO  A POINT  OF ClJRVAl\JRE TO M LD'T. CAVE TO TI-IE SOI.JTHW£ST. HA.VIN!, A RAOIUS r:F !554-'JO FUT. A COHRAL AHGU: OF n;ros·. /\Ilg A
CHORD I.DfGTH  OF 360.2!> FrrT, 'MfCH 0£1\RS NMTH  J+i7'2.1" WEST;  CE	NOOTH LY ALONG lliE ARC Of SAID CUR'tE A DISTANCE  OF  306.08  F£IT TO A  T	ON A NOH-TAN T C\Al\lE TO 1liE LfTT, OONOJ\VE TO THE NOIHH, HA'l'\NQ A RAOIVS OF 4<10.30 l'EET, A comw. ANGL£ OF Z.,"lJ'OI", AND II CH O LENGTH OF 199.32 FEET ViHICtt 8£1\RS NORTII 6018'!!.'l" EAST; THENCE EASTUIL.Y Ill.ONO M ARC Or SAID CUR\IE A OISTA,IICE Of Z00.73 fUT TO A POINT ClN A II CN- TANGOIT Ct.JR\.£ TO Tl1E l.£'FT,
CONCA\,f; TO THE NOfllrlEAST, HAVING A RADIUS OF 7:19.Cll FE£T, II COHRIIL ANGLE OF 10'03'39", ,I.NO A OiOAO l[)jQlH Of 1.'lJ.21
f'ttl W!001 BEARS SCUTli M'27'07" EAST;  THENCE SOUT'HEASTOILY ALONC Tl,E AAC or SAIC OJAI,£ A DISTANCE OF t.U.38 rm:

◄

◄

THENCE NORTH 20'l1" ' EAST. II OISTAHCE Of' 110.00 FEIT TO A POINT ON A NON-TANCENT CUA'-€ TO lHE: LEn. CONCi.\lE TO THE NOR'l\j, HAW<G A RADIUS OF fi-49.111 FEET, A CENfflAL A>4Gl.E OF 31"1;",1.1•, ,I.ND A ORO U:NGTH OF lS0.7!1 FEET l'ltitcH BEARS SOUTH 8! '08 ' 6" EAST: THEHct EASTERLY ALONG n-tE AAO Ot SAID QJIM'. A OISTN+cc Ot .565.19 FEET; 11-IENCE NORll-i 3J•3+'1a• WESt . A OISTANCE Of' 54.63 FEET TO A PO!Nf ON A NOI-I-T,i,NGENT CURVE TO lHE LEFT. CONCAvE TO 'IHE NORTHWEST. HAWlG  A  RADIUS Of  25.00  rnT, A Q:f,llRAI. At-lGlE	85"0J' 09", »ID A Cl-10RO LENGTH r;E' Jl.80 fEIT '111-UCH BEARS' NOftTX 39· 4•1 00• EAST; THENCE H0ftlrlEASTERLY Al.ONO lHE ARC Of SMO CURVE A DISTANCE OF 37.11 FtET; THO«:E NORTH 00"41'64" WEST, A OISTI\HC£ Of' -'S 2 FEET TO A P NT OF CURVATURE TO THE Wl, CONCAVE TO lHE SOUlHv.EST, Hll \11/C A RADIUS OF
25.00 fUT, A  C£NTRAL  ANGLE Of  90i  ,•39•,  AND A  CHCRO UNcrn. OF' 3S.4J Fl:ET, WHO,  BEARS NORTH 45'48'17" 9'EST; 'l'HENct
NORTH STE'RlY Al.OtJG TH£ i,R¢ OF SAID CUR A DISTAHCE: OF' l9.38 F'EEf; Tl-lENCE IIOR™ 00"8'59" \\EST, A DISTANC€ Of' 14.IB
F!ET TO M PONT OF BEGl NING..

CONTI\JtjlNG !l,:Z4J, 4 SQUI\RE FEET CR 120,J51il ACRES, M E	OR LESS.

MASTER ASSESSMENT METHODOLOGY

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

December 2019

Prepared for:

Members of the Board of Supervisors,
Charles Cove Community Development District

Prepared on December 10, 2019

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 3281.7

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pfm

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MASTER ASSESSMENT METHODOLOGY CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

December 10, 2019

Introduction

Purpose

This "Master Assessment Methodology," dated December 10, 2019 ("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 Charles Cove Community Development District ("District") to fund beneficial public infrastructure 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 construction of the District's improvements and facilities, and (2) equitably allocating the costs incurred by the District to provide these benefits to properties in the District.

The District plans to implement a capital improvement program ("GIP") 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. These special assessments will serve 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 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.

Background

The District includes approximately 184 gross acres of property within its boundaries. The District is generally located south of Massee Road, west of US 27 and Lake Saint Charles, north of Diamond Acres Road within the City of Haines City, Florida. At build-out, the District is expected to contain 550 single­ family lots and related infrastructure. The land use plan for the District is found in Table 1.

Table 1. Summary of District Land Use Plan

RE Use
Single Family Units
Sourca: Developer

PH 1
322

PH 2	TOTAL
228	550

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CIP • Infrastructure Installation

The District will construct its public infrastructure and improvements on a phased basis, as outlined in the "Charles Cove Community Development District Engineer's Report for Capital Improvements", dated December 4, 2019 ("Engineer's Report"), as prepared by Dave Schmitt Engineering, Inc. ("District Engineer"). A legal description for the District, as provided by the District Engineer, is attached as Exhibit "A." The District infrastructure and improvements for Phase 1 are designed to serve Phase 1, with components of Phase 1 development benefitting Phase 2 as detailed in the Engineer's Report. The District infrastructure and improvements for Phase 2 are designed to serve and specially benefit the lands within Phase 2. It is important to note that the CIP costs are provided with respect to the timing of the costs on a phased basis (Table 2) as well as a benefit allocation basis (Table 3) based on the District's Engineer's footnote regarding the ,;master costs" of development which are shared by the entire project.

Table 2. Summary of CIP Cost Estimates - Phasing

Infrastructure Component11 l	Estimated Costs, Phase 1	Estimated Costs, Phase 2	Total Estimated Costs	
Stormwater Management Facilities	$3,500,000	$1,300,000	$4,800,000	
Utilities (Water/Sewer & Street Lighting) (2)	$1,800,000	$1,400,000	$3,200,000	
Roadways	$1,800,000	$1,500,000	$3,300,000	
Entry Feature (2)	$200,000	$25,000	$225,000	
Parks and Recreation Facilities (2)	$2,500,000	$300,000	$2,800,000	
Contingency (2)	$500,000	$100,000	$600,000	
Total	$10,300,000	$4,625,000	$14,925,000	
Source: Da e Schm1 l Engineering, Inc  (1) Any costs outlined herein the Engineer's Report not funded with bond proceeds will be funded via Developers Agreement with the District. (2) Master development costs shared by entire development

Table 3. Summary of CIP Cost Estimates - Benefit Allocation

Infrastructure Com11onent {1}	Estimated Costs, Phase 1	Estimated Costs, Phase 2	Total Estimated Costs	
Stormwater Management Facilities	$3,500,000	$1,300,000	$4,800,000	
Utilities (Water/Sewer & Street Lighling) (2)	$1,873,455	$1,326,545	$3,200,000	
Roadways	$1,800,000	$1,500,000	$3,300,000	
Entry Feature (2)	$131,727	$g3,273	$225,000	
Parks and Recreation Facilities (2)	$1,639,273	$1,160,727	$2,800,000	
Contingency (2)	$351,273	$248,727	$600,000	
Total	$9,295,727	$5,629,273	$14! 925,000	
Source: Davo Schmitt Engineering, Inc
Any costs outlined herein the Engineers Report not funded with bond proceeds will be funded via Developer's Agreement with the District
Master development cosls shared by entire development

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Requirements of a Valid Assessment Methodology

In PFM Financial Advisors LLC, the Assessment Consultant's ("PFM FA" and/or "AC") experience, there are two primary requirements for special assessments to be valid under Florida law. First, the properties assessed must receive a special benefit from the improvements paid for via the assessments. Second, the assessments must be fairly and reasonably allocated to the properties being assessed. If these two characteristics of valid special assessments are adhered to, Florida law provides some latitude to legislative bodies, such as the District's Board of Supervisors, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is likely impossible. PFM FA's experience 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.

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. 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 CIP described in the District Engineer's Report 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.

Special Benefits Provided by CIP Components

The roadway improvements will provide ingress and egress to residents and landowners, access to District commercial properties, and connections to existing roadways in the area, as outlined in more detail in the Engineer's Report. The roadway costs also include on-street parking, bicycle lanes, and sidewalks planned for the District. Some of the special benefits provided to properties within the District by the roadway improvements are added accessibility to the property, added use of the property, added enjoyment of the property, and the probability of increased marketability and value of the property. Further, roadway improvements are required by slate regulatory agencies and the local municipalities prior to or simultaneous with any development of property within the District.

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Stormwater Management System
The District's stormwater management system consists of water retention ponds, roadway inlets, collector pipes, manholes, and other improvements providing benefits to properties by effectively draining and dispersing stormwater runoff. Some of the special benefits provided to properties within the District by the stormwater management system are the added use of the property, increased sanitary conditions of the property, fiood mitigation, protection of the environment, and the probability of increased marketability and value of the property. Further, stormwater management improvements are required by state regulatory agencies and the local municipalities prior to or simultaneous with any development of property within the District.

Utility System Improvements
The District's utility system includes a series of interconnected and looped water mains connecting to an extension of the major distribution system from an existing water treatment plant. This water distribution system delivers potable water and fire protection water to the properties within the District. The CIP also includes a water distribution system used to deliver reclaimed water to the properties for irrigation purposes.

The District will provide sanitary sewer facilities including lift stations, gravity collection systems, and sanitary force mains. Some of the special benefits provided to properties within the District by the water and sewer utility improvements are the added use of the property, added enjoyment of the property, increased sanitary conditions of the property, protection of the environment, and the probability of increased marketability and value of the property, Further, these utility improvements are required by state regulatory agencies and local municipalities prior to any development of property within the District.

Landscaping and Irrigation Improvements
The landscaping and irrigation estimates include landscape, streetscape, hardscape, signage, monumentation, and common area improvement costs including the irrigation systems required to support such improvements. The electrical duct bank system & lighting improvements include a plastic pipe duct bank system that will allow for the undergrounding of utilities and will also serve to power streetlights needed to illuminate the roadways and pedestrian areas within the District. These improvements provide for the safety and added enjoyment of the property and the probability of increased marketability and value of the property. Further, many of these landscape and irrigation improvements are required by state regulatory agencies and local municipalities prior to or simultaneous with any development of property within the District.

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Demonstration of Benefit

As shown in Table 3, the estimated cost of the CIP is $14,925,000. The District plans to issue bonds to fund a portion of these costs, with Phase 1 bond principal of $11,990,000 and Phase 2 bond principal of
$7,340,000 with total bond principal estimated at $19,330,000 (Table 4). Following the installation of the District's CIP (as outlined in the Engineer's Report), there are an estimated 120.37 acres within the District's Phase 1. Therefore, the average cost of the District's Phase 1 CIP, per assessable acre, is
$99,610 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 $17,309 per acre. Therefore, as illustrated in Table 3, the total cost of the land with the proposed improvements implemented is approximately
$116,919 per acre. Following the installation of the District's CIP (as outlined in the Engineer's Report), there are an estimated 63.73 acres within the District's Phase 2. Therefore, the average cost of the District's Phase 1 CIP, per assessable acre, is $115,175 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 $17,309 per acre. Therefore, as illustrated in Table 3, the total cost of the land with the proposed improvements implemented is approximately $132,484 per acre.

Based on the land development plan and information from the Developer, the estimated average value of an ERU to be developed in the District is $250,000. PFM FA's experience suggests that the typical relationship between the total price of a new home and its finished lot is approximately 25%. So, the average finished lot in the District is expected to have a retail value of $62,500. The land use plan anticipates a density of 2.68 units per assessable acre for Phase 1 and 3.58 units per acre for Phase 2. Therefore, the average value per acre for properties developed into units is $167,194 for Phase 1 and
$223,603 for Phase 2. Thus, the estimated net special benefit to District's Phase 1 lands is $50,275 per acre and the estimated net special benefit to District's Phase 2 lands is $91,119 per acre. In other words, the installation of the CIP is expected to increase the estimated market value of the land within the District in excess of the cost of the assessments. Table 4 summarizes the estimation of special benefit on a per acre basis.

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Table 4. Demonstration of Special Benefit for Properties in the District

Category	 	PH 1 • Amount	PH 2 • Amo u□t
Maximum Bonds Necessary to Fund GIP	$11,990,000	$7,340,000		
Acres within District	120.37	63.73		
GIP Financed Cost Per Gross Acre	$99,610	$115,175		
Value of Unimproved Land/Acre•	$17,309	$17,309		
Total Cost of Improved Land per Acre	$116,919	$132,484		

Est. Avg. Value of Finished Home and Lot	
$250,000	
$250,000		
Value of Lot @ 25%	$62,500	$62,500		
Density/Acre	2.68	3.58		
Est. Value of Finished Lots/Land per Acre	$167.194	$223,603		
Net Benefit per Acre from CDD Improvements	$50,275	$91,119		
"Average or the 2018 values of all assessable District land provided by the Polk Counly Property Appraiser.

CIP Plan of Finance

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. The District's first series of bonds is expected to be issued in the 2020 calendar year ("Series 2020 Bonds"} and will help fund the costs of the Phase 1 District infrastructure and improvements. The District infrastructure and improvements for Phase 1 are designed to serve Phase 1, with components of Phase 1 infrastructure improvements benefitting Phase 2 as detailed in Table 3. Phase 2 District infrastructure and improvements will be assessed solely to properties located within Phase 2 District infrastructure and improvements. A number of component funds comprise the total principal of the bonds to be issued by the District. These funds may include but are not limited to acquisition and construction, capitalized interest, a 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 5. The construction/acquisition funds raised by the District's bonds may fund only a portion of the District's CIP. The balance of any remaining CIP costs will be funded by one or more District landowner(s} or by other means.

As bonds are issued by the District over time, the District will adopt 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.

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Table 5. Estimated District Bond Financing Details

	Bond Fund	Phase 1 Bonds Value {1}	Phase 2 Bonds Value {11	Total Bonds Value {1}		
	Construction/Acquisition Fund	$9,295,727	$5,629,273	$14,925,000		
	Debt Service Reserve	$847,888	$519,057	S1,366,945		
	Capitalized Interest	$1,378,850	$844,100	$2,222,950		
	Costs of Issuance (Including Underwriter's Fee)	$464,800	$346,800	$811,600		
	Contingency	$2,735	$770	$3,505		
	Maximum Bond Principal	$11,990,000	$7,340,000	$19,330,000		
	
Average Annual Interest Rate:					
	Term (Yea rs):	5.75%	5.75%			
	Capitalized Interest (Months):	30	30			
	Maximum Net Annual Debt Service:	24	24			
	Maximum Net Annual Debt Service (2):	$847,888	$519,057	$1,366,945		
The values shown are estimated and subjsct to change.
Gross assessments represent the assessment placed on the County lax roll each year, if the District elects lo use the Uniform Method of collecting non­ ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 7,0% gross-up to account for the lees 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 each phase 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.

Allocation of Specific Assessments

The discussion offered below illustrates the process by which the District will allocate bond debt it incurs to fund its CIP. The District's maximum of $19,330,000 of total bond debt of bond financing to be used to fund the portion of the CIP is detailed in Table 5. The District's bond debt will be secured primarily by special assessments allocated to properties in the District based on and proportional to the benefits that each property receives from the CIP.

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EXHIBIT "A"

LEGAL DESCRIPTION OF LAND LOCATED WITHIN THE DISTRICT

PHASE 1:
DESCRIPTION
A POR110N Of SEcno.l 31, TO SHJ'  2& SOUlli, RANGE  27  EAST, POLK  00.INTY, R..OIOOA, e o	.:	PARTICUVIRLY DESallEIEO AS rCUOWS;

COMMENCE AT 1HE NORTH\\EST CCR R	SOlJTHllltST QUAl't'l'EA (SW1/4) OF SAIO 5£CTION 31, TO',lh,ISHIP 26 SOUlH, RANGE 27
£AST; THENCE NOR'TH !191!1'10" EA.ST, AL.Ct,!G THE NCATH UN( OF SAJO SOUTHWEST QUARTER, A DISTANCE Of' 1.41!11.1111 l"aET; THENCE", DEPARlWCi SAID NORTH LltE, SOUTH 00"!18'511" EAST, A DIST.a.N OF" Jll.!13 F'EET TO A POINT OH THE SOtJTH LINE OF IBE COUNTY M"1NTAINEO RIGHT-OF-WAY OF MASSEE ROAD PER M...,. BDOIC I). PA.tit:S I THROUGH 4 AND MAP BOOK 1♦, PA	45
TmOUGi 52, omCIAL ECDRDS Or PW< COUNTY FLOAIDA, FOR A POINT OF B£GIN NG; THENc;E, ALONG SAID  SOJnt  UNE  TH£ FCl.L.OW1NO n	(!I) COURSES AND OISTANa:.s: (1) NORTH B9'01'0I" EAST, A DISTANCE OF' eo.sa 11:El'; (2) THENCE MOfllli 88':>''J,4" EAST. A DIST.me£ OF J05.06 F'E.ET; (3) 11-!DICE NORlli sa·«·oa· EAST. A DISTANCE OF 300.00 FEET; (4) THENCE NOR 88'47'53' E:AST, A OtSTANC( OF 79.06 Ft£ T: (!!) '1HDICE MORT1'! 1111111'56 EAST, A DISTANCE cE JS.39 FEE'T; THEIIICE. DEPARTINO SAJD
SOUTH LM, SCIVlli OCl11S'17" UST, A DISTANC£ CF ,ee.71 FEET; 'IHOlCE NORTI-l ea,e'20" EAST, A OISTANCE Of" 100.00 F££T;
Tl£Nct SOUTH oo,e'l, EAST, A OISTANCE OF 1,095.19 FEET; 11-iEtfCE NORTI-i 119 J"OIS' u,sr, A OISTANCt or 1.l50 FUT; THENCE
!rruTH 001li'-4e"  EAST, A DfSTANC(  r:J' 1,;116.H  F'£ET TO A POIHT ON 1HE SOUTI-i LINE Of AF	SECTION 31; TH Cl: SOUTH 15g•411'34• YIEST, &ONG SAID SOUTH LINE, A D1STANa: OF 2101.2.8 F'EtT; lliENa'. NORTH 00'111'!!15' WEST, A DISTANCE Of 10.00 F'tET; TH£Hc£ SOUTH 69"48'3-I" T.	A DISTANCE a'  JE1.5.l FE'ET: 1HEt+CE NORTH 00"4703. EAST, A DISTAMC£	!.la.2.9 FE£T TO A P01NT OF CUR\IATURE TO THE LETT, CONCAVE TO '!ME 'M:'.ST, HAWfO A RADIUS OF 1,055.14 FEET, A CEN'fflAL ANGLE Of' ll'Ot'Ol".

or

ANO A CHORD L£NGTH OF :1.41,47 FEE.T, 111-JICH SEARS NORnt 05'+.3"28" wtST; THENCE NORTHEAL'f  ALONG IHC AAC OF SJ.JO CUll'-1: A DISTANCE Of  241.99 FEIT TO POINT	REVERSE CURVAlURE OF ,._ CUR'<£ TO THE RIGHT, CONCAVE TO lHE SCO"THEA5T, HAlolNO A RAO!OS Of' 295.00 fn:T, .a. CENTRAi. AIKiLE OF 1511·Jr411•, Ami A CHORO LENGTH <Y 335.115 f££T WHIOi BEARS NOOlH :u,·34•55• EAST; THENCE NORlHEASTERl..'f ALONG THE ARC OF' SAID CORVE A DISTANCE OF .158.51 FEET TO POINT OF RE'l[RSC: CUfWATURC <:H' A CURVE TO THE LEFT. CONCAi.£ TO lHE NORlliWEST, HA O A RADIUS Of ,a, 00 f'E'ET. A CENlRAL A>lGlE Cf' 27'20'17'. AND A CHORO LENGll-1 OF 181.Q6 FEET ICH BEARS NORTH -4J'4J'41" EAST; THENCE NORTHEAS'T[RLY "1.0ffG THE ARC OF SAJ(l CUR';£ A DISTANCE  Of  183.70 FUT  TO A POINT Of' SE	CURvA'1\IAE Of A CURVE TO THE RKltff, CONCA-'E TO THE SOU'IMEAST. HAI/ING A RADIUS Of" 285.00 FEET, A CENTRAL ANCl.E OF' 40'!15'42", AND A CffMD LENGTH OF 105.40 FEET \IHICH 8£AAS NOR™ 50'06'23" EAST; THDl<:E NORTI-IEASTERL'f &ONC ™E ARC Of' SAID CIA!VE A 01S"TANC£ OF 1 .44 FUT TO A. POINT OF RE SE CURVAT\JR£ OF A CURii£ TO THE U:n. CONCAVE HORTH\\£St'ERLY Hrl."'1NG A RADIUS Cf' JIS.O0 FEET, A CENTRAL A 'GLE OF .23'2i'15", AND A 010RO LENGrn OF 128.2;) f"EIT li\HICH BEAAS NORTH s11·24'4B" EAST; THENC£ NORTHEAST /II.ONG 'IHE ARC Of' SA.ID OJRV.: A IJl!T CJr 12a.1;, fEl:T TO A l"OIHT Of l'COO-TANC>elC, 1'11TH " CURVE ro n-tE u:i:., CONCAVC :iOUTII llA\'114G A RADIU:i or 2,.00 FE:i:T, A CENTRAl. ANGLE Of 80,6'18", .WO A OiOfiO l.ENG»i Or  J.2.2J FEET 'MltCH BEARS SOUTH 88°22'01" T;		THENCE v.ESTml..Y ALONG lllt A.RC OF SAID CUR 14 OISTANCt OF' JS,03 F'EET TO A ?OIHT OF' REVERSE OJR\/AT\JRE	A CURVE TO THE Rl(ltff. CONCA\IE NORTH. HAVIMG A RADIUS OF JS5.6D FEET, A CENlRA AN<J.E OF 82'26'12·, .v!O A CHORD LENGTI-l Of" II.el FEET 'MilCH BEARS SOUTH 89"26°58" ffST; 'THENCE OOR11-trASTl"R1.Y ALONG THE ARC OF SJ.JO OORVE A DISTANCE OF 511.64 ITIT TO A
POINT c:E REVERSE VAlURE WITI-l A CURVE TO THE: un, CONCAVE SOUTHM:ST, HAWfC: A RAOtUS OF I !!O 00 rErT, A C£NTRAL
ANCU OF' 26'3!'30", AHO A CHORC l.El+GTH OF 6B.91l FEIT I\Hleti BEARS NORlH 62'37'40" l'fEST;
THENCE NORTH TERL'f ALONG lliE ARC Of SAJD ClJRYE A DISTAACE Of 611.el FEET TO A POINT OF' NON-TANGENCY: THENCl: HORTH 14'04'.35" EAST, A DISTANCE Of 94.84 FrrT; THENCE N T\i 1!1"18'411" 'i,EST, A OISTAHC[ Of' 84.01 F'EET TO A POINT r:YF CURVAl\JRE TO THE I.EFT, COOCAVE TO THE SOIJT!il'EST. HAVING A RADIUS OF !554.00 FEET. A WHRAL. AHCU OF JT5ros·	A
ORD LmGTH Of l& O 20 FEET, 'MilCH BEARS NORll-l 3417'2.1" \'11:ST; THENCE MOR1J,I\\CSTe R Y "l.ONC me: ARC OF SAID CVR"" A DISTANCE OF 386,96 FEET TO A F'OlNl ON A NOH-TANGENT CUIIVE TO THE LEFT, CONC.,.VE ro lli t NORlH , HA"'1NO A AAOIUS OF
4116.JG F'EET, A camw. ANGIL OF 2J'3-3'01", AND A CHOAD LENGTH OF 199.32 FEET 'M-11CH BEARS NORTll 68"\8' · EAST; TI--IENCE E:ASTEJILY Al.ONO THE: ARC OF SA.II) CURYE A OIST c. OF 200.7J FEET TO A POINT ON A K -TIIIN!XNT CUA'JC ro THE I.UT, CONCA'tE TO IHE NOOTI-tEAST, HA\11NC: A AAOIUS OF 7!19.111 f'EET, A C04lRAL ANGLE OF' 10'03'J9", AND A OiORD l.fNGTI-l Of'	133.21
FE£T Wl4o-l BEARS SOOTH IH"27'o7" EAST; CE	SOlJTiiEASTERLY ALONG Tl,t ARC Of SAJD OJRVE /\. OIS'TAHCE: OF 13l.J8 FEET: THENCE HORTI-i 20'Jro4• EAST. A DISTANCE Of' 110,00 FEET TO A POINT ON A NON-TANGENT CURYE TO THE LEFT. CDHCA\IE TO THE NORlri, HA\ilNG A AADllJS Of' 649.61 FEET, A CEMmAL A)JGLE' OF l1--ig'4-1•, ANll A Cl!CRD LENGTI-1 OF' 350,79 FEIT 'M!ICH EIEARS Sllllll-t M'OB'-45" EAST; iHE:NC£ EASTrnl'f ALONG THE AAC Of' SAID ct.lR\IE A DISTAHC£ Of 355.19 F!ET: 1lfENCE NOATH

or

3 '34-'18"  ll.£ST, A DISTANCt OF	.63 F'££T TO A POINT ON A NOH-T».GENT CURVE TO TI--1 L.Ul', CetlCAIIE TO 'IHE HClflltl\lt:sr, HAWl<l A Rrl.OIUS OF 2S.00 FEET, A c.NTRAL ,MfGlE CF 85'03'09", AIID A CliORO LEN011i ()f 3) 80 rEET w.ti!Cl'i BEARS' NOATK
J B'  -41'00 ' EAST; THENCE: ff 0R1r1EASTERLY Al.OliO THE ARC OF SAlO CURVE A ll!STAJICE:	37.11 fttl: lHEHCE NORlli 00'-41 '5,8· WEST, A OIST/\NCIL Of' 2-4 FEET TO A POINT OF CURVATURE TO 11-iE LEFT, OONC.\VE TO 11-iE SDUlH\lrEST, HAVING A R IUS Of 25.CJO FU:T, A CENTRAL ANGLE CF' ao,,09", AND A CH O UNClll-1 Of JS..4.3 FtET. WHICH BEARS NORTel 45"411'17" YIEST; THENC£ NOR1WNES'lcR1.'I' ,t,LONG TH£ AAC OF' Si.JD OJRVE A D15TAHCE OF .l9.3a FEET: Tl-lENCE NOR1H 00'!18'59" T,	A DISTANCE Of 14,1B mT TO THE' PC1NT Cf' EIEGl NIHG.

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