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, May 20, 2020 at 1:00 p.m. using telephonic conferencing due to the COVID-19 Executive Orders 20-52, 20-69, & 20-112. The proposed agenda for this Board Meeting is found below.

Please use the following information to join the telephonic conferencing:

Phone:	1-844-621-3956	Participant Code:	796 580 192#

BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters
Roll Call to Confirm Quorum
Public Comment Period
Discussion regarding Executive Orders 20-52, 20-69, & 20-112
Consideration of the Minutes of the April 3, 2020 Board of Supervisors’ Meeting
Letter from Supervisor of Elections – Polk County
Consideration of Appointment of Board Vacancy for Seat #3

Business Matters
Consideration of Resolution 2020-36, Approving a Preliminary Budget for Fiscal Year 2021 and Setting a Public Hearing Date [suggested date of August 19, 2020 at 1:00 p.m.]
Consideration of Agreement Between Charles Cove CDD and D.R. Horton, Inc., Regarding the Acquisition of Certain Work Product, Improvements and Real Property
Consideration of Matters Relating to the Issuance of the Special Assessment Revenue Bonds,
Series 2020
Consideration of Declaration of Consent to Jurisdiction of Charles Cove CDD and to Imposition of Special Assessments (Series 2020)
Consideration of Collateral Assignment and Assumption of Development Rights Relating to the Capital Improvement Plan
Consideration of Agreement Between the Charles Cove CDD and D.R. Horton, Inc.,
Regarding the Completion of Certain Improvements
Consideration of Agreement Between the Charles Cove CDD and D.R. Horton, Inc., Regarding True-Up as to Series 2020 Assessments
Consideration of Resolution 2020-37, Supplemental Assessment Resolution
Consideration of Funding Request No. 2
Ratification of Payment Authorization Nos. 1 - 8
Review of District Financial Statements (provided under separate cover)

Other Business
Staff Reports District Counsel District Engineer

District Manager
Supervisor Requests and Audience Comments
Adjournment

Charles Cove Community Development District

Executive Orders 20-52, 20-69 & 20-112

STATE OF FLORIDA
OFFICE OF THE GOVERNOR
EXECUTIVE ORDER NUMBER 20-52
(Emergency Management - COVID-19 Public Health Emergency)
WHEREAS, Novel Coronavirus Disease 2019 (COVID-19) is a severe acute respiratory illness that can spread among humans through respiratory transmission and presents with symptoms similar to those of influenza; and
WHEREAS, in late 2019, a new and significant outbreak ofCOVID-19 emerged in China;

and
WHEREAS, the World Health Organization previously declared COVID-19 a Public

Health Emergency of International Concern; and
WHEREAS, in response to the recent COVID-19 outbreak in China, Iran, Italy, Japan and South Korea, the Centers for Disease Control and Prevention ("CDC") has deemed it necessary to prohibit or restrict non-essential travel to or from those countries; and
WHEREAS, on March 1, 2020, I issued Executive Order number 20-51 directing the Florida Department of Health to issue a Public Health Emergency; and
WHEREAS, on March 1, 2020, the State Surgeon General and State Health Officer declared a Public Health Emergency exists in the State of Florida as a result of COVID-19; and
WHEREAS, on March 7, 2020, I directed the Director of the Division of Emergency Management to activate the State Emergency Operations Center to Level 2 to provide coordination and response to the COVID-19 emergency; and
WHEREAS, as of March 9, 2020, eight counties in Florida have positive cases for COVID-19, and COVID-19 poses a risk to the entire state of Florida; and

WHEREAS, the CDC currently recommends community preparedness and everyday prevention measures be taken by all individuals and families in the United States, including voluntary home isolation when individuals are sick with respiratory symptoms, covering coughs and sneezes with a tissue and disposal of the tissue immediately thereafter, washing hands often with soap and water for at least 20 seconds, using of alcohol-based hand sanitizers with 60%-95% alcohol if soap and water are not readily available and routinely cleaning frequently touched surfaces and objects to increase community resilience and readiness for responding to an outbreak; and
WHEREAS, the CDC currently recommends mitigation measures for communities experiencing an outbreak including staying at home when sick, keeping away from others who are sick, limiting face-to-face contact with others as much as possible, consulting with your healthcare provider if individuals or members of a household are at high risk for COVID-19 complications, wearing a facemask if advised to do so by a healthcare provider or by a public health official, staying home when a household member is sick with respiratory disease symptoms ifinstructed to do so by public health officials or a health care provider; and
WHEREAS, as Governor, I am responsible for meeting the dangers presented to this state and its people by this emergency.
NOW, THEREFORE, I, RON DESANTIS, as Governor of Florida, by virtue of the authority vested in me by Article IV, Section (l)(a) of the Florida Constitution, Chapter 252, Florida Statutes, and all other applicable laws, promulgate the following Executive Order to take immediate effect:
Section I. Because ofthe foregoing conditions, I declare a state of emergency exists in the State of Florida.

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Section 2. I designate the Director ofthe Division ofEmergency Management ("Director") as the State Coordinating Officer for the duration of this emergency and direct him to execute the State's Comprehensive Emergency Management Plan and other response, recovery, and mitigation plans necessary to cope with the emergency. Additionally, I designate the State Health Officer and Surgeon General as a Deputy State Coordinating Officer and State Incident Commander.
Pursuant to section 252.36(1)(a), Florida Statutes, I delegate to the State Coordinating
Officer the authority to exercise those powers delineated in sections 252.36(5)-(10), Florida Statutes, which he shall exercise as needed to meet this emergency, subject to the limitations of section 252.33, Florida Statutes. In exercising the powers delegated by this Order, the State Coordinating Officer shall confer with the Governor to the fullest extent practicable. The State Coordinating Officer shall also have the authority to:
Seek direct assistance and enter into agreements with any and all agencies of the United States Government as may be needed to meet the emergency.
Designate additional Deputy State Coordinating Officers, as necessary.
Suspend the effect of any statute, rule, or order that would in any way prevent, hinder, or delay any mitigation, response, or recovery action necessary to cope with this emergency.
Enter orders as may be needed to implement any ofthe foregoing powers; however, the requirements of sections 252.46 and 120.54(4), Florida Statutes, do not apply to any such orders issued by the State Coordinating Officer; however, no such order shall remain in effect beyond the expiration of this Executive Order, to include any extension.
Section 3. I order the Adjutant General to activate the Florida National Guard, as needed, to deal with this emergency.

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Section 4. I find that the special duties and responsibilities resting upon some State, regional, and local agencies and other governmental bodies in responding to the emergency may require them to suspend the application of the statutes, rules, ordinances, and orders they administer. Therefore, I issue the following authorizations:
Pursuant to section 252.36(1)(a), Florida Statutes, the Executive Office of the Governor may suspend all statutes and rules affecting budgeting to the extent necessary to provide budget authority for state agencies to cope with this emergency. The requirements of sections
and 120.54(4), Florida Statutes, do not apply to any such suspension issued by the Executive Office of the Governor; however, no such suspension shall remain in effect beyond the expiration of this Executive Order, to include any extension.
Each State agency may suspend the provisions of any regulatory statute prescribing the procedures for conduct of state business or the orders or rules of that agency, if strict compliance with the provisions of any such statute, order, or rule would in any way prevent, hinder, or delay necessary action in coping with the emergency. This includes, but is not limited to, the authority to suspend any and all statutes, rules, ordinances, or orders which affect leasing, printing, purchasing, travel, and the condition of employment and the compensation of employees. For the purposes of this Executive Order, "necessary action in coping with the emergency" means any emergency mitigation, response, or recovery action: (1) prescribed in the State Comprehensive Emergency Management Plan ("CEMP"); or (2) ordered by the State Coordinating Officer. The requirements of sections 252.46 and 120.54, Florida Statutes, shall not apply to any such suspension issued by a State agency; however, no such suspension shall remain in effect beyond the expiration of this Executive Order, to include any extensions.

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In accordance with section 465.0275, Florida Statutes, phannacists may dispense up to a 30-day emergency prescription refill ofmaintenance medication to persons who reside in an area or county covered under this Executive Order and to emergency personnel who have been activated by their state and local agency but who do not reside in an area or county covered by this Executive Order.
In accordance with section 252.38, Florida Statutes, each political subdivision within the State of Florida may waive the procedures and fonnalities otherwise required of the political subdivision by law pertaining to:
Perfonnance of public work and taking whatever prudent action is necessary to ensure the health, safety, and welfare of the community;
Entering into contracts; however, political subdivisions are cautioned against entering into time and materials contracts without ceiling as defined by 2 CFR 200.318(j) or cost plus percentage contracts as defined by 2 CFR 200.323(d);
Incurring obligations;
Employment ofpennanent and temporary workers;
Utilization ofvolunteer workers;
Rental ofequipment;
Acquisition and distribution, with or without compensation, of supplies, materials, and facilities; and,
Appropriation and expenditure ofpublic funds.
All State agencies responsible for the use of State buildings and facilities may close such buildings and facilities in those portions ofthe State affected by this emergency, to the extent necessary to meet this emergency. I direct each State agency to report the closure of any State

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building or facility to the Secretary of the Department of Management Services. Under the authority contained in section 252.36, Florida Statutes, I direct each County to report the closure ofany building or facility operated or maintained by the County or any political subdivision therein to the Secretary of the Department of Management Services. Furthermore, I direct the Secretary of the Department of Management Services to:
Maintain an accurate and up-to-date list of all such closures; and,
Provide that list daily to the State Coordinating Officer.
Section 5. I find that the demands placed upon the funds appropriated to the agencies of the State of Florida and to local agencies are unreasonably great and the funds currently available may be inadequate to pay the costs of coping with this emergency. In accordance with section 252.37(2), Florida Statutes, I direct that sufficient funds be made available, as needed, by transferring and expending moneys appropriated for other purposes, moneys from unappropriated surplus funds, or from the Budget Stabilization Fund.
Section 6. All State agencies entering emergency final orders or other final actions in response to this emergency shall advise the State Coordinating Officer contemporaneously or as soon as practicable.
Section 7. Medical professionals and workers, social workers, and counselors with good and valid professional licenses issued by states other than the State of Florida may render such services in Florida during this emergency for persons affected by this emergency with the condition that such services be rendered to such persons free of charge, and with the further condition that such services be rendered under the auspices of the American Red Cross or the Florida Department of Health.

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Section 8. All activities taken by the Director ofthe Division of Emergency Management and the State Health Officer and Surgeon General with respect to this emergency before the issuance of this Executive Order are ratified. This Executive Order shall expire sixty days from this date unless extended.
IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Great Seal of the State of Florida to be affixed, at Tallahassee, this 9th day of March, 2::..0_.,..

ATTEST:

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STATE OF FLORIDA
OFFICE OF THE GOVERNOR EXECUTIVE ORDER NUMBER 20-69
(Emergency Management- COVID-19 - Local Government Public Meetings)
WHEREAS, on March 1, 2020, I issued Executive Order 20-51 directing the Florida Department of Health to issue a Public Health Emergency as a result of COVID-19; and
WHEREAS, on March 1, 2020, the State Surgeon General and State Health Officer declared a Public Health Emergency exists in the State of Florida as a result of COVID-19; and
WHEREAS, on March 9, 2020, I issued Executive Order 20-52 declaring a state of emergency for the entire State of Florida as a result of COVID-19; and
WHEREAS, on March 16, 2020, President Donald J. Trump and the Centers for Disease Control and Prevention ("CDC") issued the "15 Days to Slow the Spread" guidance advising individuals to adopt far-reaching social distancing measures, such as working from home and
avoiding gatherings of more than 10 people; and
WHEREAS, on March 17, 2020, I wrote a letter to Attorney General Ashley Moody seeking an advisory opinion regarding concerns raised by local government bodies about their ability to hold meetings through teleconferencing and other technological means in order to protect
the public and follow the CDC guidance regarding social distancing; and
WHEREAS, on March 19, 2020, Attorney General Ashley Moody delivered an opinion to me indicating that certain provisions of Florida law require a physical quorum be present for
local government bodies to conduct official business, and that local government bodies may only conduct meetings by teleconferencing or other technological means if either a statute permits a quorum to be present by means other than in person, or that the in person requirement for constituting a quorum is lawfully suspended during the state of emergency; and

WHEREAS, it is necessary and appropriate to take action to ensure that COVID-19 remains controlled, and that residents and visitors in Florida remain safe and secure;
NOW, THEREFORE, I, RON DESANTIS, as Governor of Florida, by virtue of the authority vested in me by �rticle IV, Section (l)(a) of the Florida Constitution, Chapter 252, Florida Statutes, and all other applicable laws, promulgate the following Executive Order to take
immediate effect:
Section 1. I hereby suspend any Florida Statute that requires a quorum to be present in person or requires a local government body to meet at a specific public place.
Section 2.	Local government bodies may utilize communications media technology, such as telephonic and video conferencing, as provided in section 120.54(5)(b)2., Florida Statutes. Section 3.	This Executive Order does not waive any other requirement under the  Florida Constitution and "Florida's Government in the Sunshine Laws," including Chapter 286,
Florida Statutes.
Section 4. This Executive Order shall expire at the expiration of Executive Order 20- 52, including any extension.
IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Great Seal of the
State of Florida to be affixed, at Tallahassee, this 20th da T of March, 20
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STATE OF FLORIDA
OFFICE OF THE GOVERNOR EXECUTIVE ORDER NUMBER 20-112
(Phase 1: Safe. Smart. Step-by-Step. Plan for Florida's Recovery)
WHEREAS, on March 9, 2020, I issued Executive Order 20-52 declaring a state of emergency for the entire State of Florida as a result of COVID-19; and
WHEREAS, on April 3, 2020, I issued Executive Order 20-91 and Executive Order 20-92 directing all persons in Florida to limit their movements and personal interactions outside oftheir home only to those necessary to obtain or provide essential services or conduct essential activities; and
WHEREAS, my administration has implemented a data-driven strategy devoted to high-volume testing and aggressive contact tracing, as well as strict screening protocols in long-term care facilities to protect vulnerable residents; and
WHEREAS, data collected by the Florida Department of Health indicates the State has achieved several critical benchmarks in flattening the curve, including a downward trajectory of hospital visits for influenza-like illness and COVID-19-like syndromic cases, a decrease in percent positive test results, and a significant increase in hospital capacity since March 1, 2020; and
WHEREAS, during the week of April 20, 2020, I convened the Task Force to Re­ Open Florida to evaluate how to safely and strategically re-open the State; and
WHEREAS, the path to re-opening Florida must promote business operation and economic recovery while maintaining focus on core safety principles.

NOW, THEREFORE, I, RON DESANTIS, as Governor of Florida, by virtue of the authority vested in me by Article IV, Section (l)(a) of the Florida Constitution and Chapter 252, Florida Statutes, and all other applicable laws, promulgate the following Executive Order:
Section 1. Phase 1 Recovery
In concert with the efforts of President Donald J. Trump and the White House Coronavirus Task Force, and based on guidance provided by the White House and the Centers for Disease Control and Prevention (CDC), the Occupational Safety and Health Administration (OSHA), and the Florida Surgeon General and State Health Officer, Dr. Scott Rivkees, I hereby adopt the following in response to the recommendations in Phase 1 of the plan published by the Task Force to Re-Open Florida.
Section 2. Responsible Individual Activity
All persons in Florida shall continue to limit their personal interactions outside the home; however, as ofthe effective date of this order, persons in Florida may provide or obtain:
All services and activities currently allowed, i. e. , those described in Executive Order 20-91 and its attachments, which include activities detailed in Section 3 of Executive Order 20-91, the U.S. Department of Homeland Security in its Guidance on the Essential Critical Infrastructure Workforce and a list propounded by Miami-Dade County in multiple orders (as of April 1, 2020), as well as other services and activities approved by the State Coordinating Officer. Such services should continue to follow safety

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guidelines issued by the CDC and OSHA. If necessary, employee screening or use of personal protective equipment should continue.
Additional services responsibly provided in accordance with Sections 3 and 4 of this order in counties other than Miami-Dade, Broward and Palm Beach. In Miami-Dade, Broward and Palm Beach counties, allowances for services and activities from Sections 3 and 4 of this order will be considered in consultation with local leadership.
	Except as provided in Section 2(A)( I) of this order, senior citizens and individuals with a significant underlying medical condition (such as chronic lung disease, moderate-to-severe asthma, serious heart conditions, immunocompromised status, cancer, diabetes, severe obesity, renal failure and liver disease) are strongly encouraged to stay at home and take all measures to limit the risk of exposure to COVID-19.
For the duration ofthis order, all persons in Florida should:
l. Avoid congregating in large groups. Local jurisdictions shall ensure that groups ofpeople greater than ten are not permitted to congregate in any public space that does not readily allow for appropriate physical distancing.
Avoid nonessential travel, including to U.S. states and cities outside of Florida with a significant presence of COVID-19.
Adhere to guidelines from the CDC regarding isolation for 14 days following travel on a cruise or from any international destination and any area with a significant presence of COVID-19.

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	This order extends Executive Order 20-80 (Airport Screening and Isolation) and Executive Order 20-82 (Isolation oflndividuals Traveling to Florida), with exceptions for persons involved in military, emergency, health or infrastructure response or involved in commercial activity. This order extends Sections 1 (C) and 1(D) of Executive Order 20-86 (Additional Requirements of Certain Individuals Traveling to Florida), which authorize the Department of Transportation, with assistance from the Florida Highway Patrol and county sheriffs, to continue to implement checkpoints on roadways as necessary.
Section.3.	Businesses Restricted by Previous Executive Orders
Unless I direct otherwise, for the duration of this order, the following applies to businesses directly addressed by my previous Executive Orders:
Bars, pubs and nightclubs that derive more than 50 percent of gross revenue from the sale of alcoholic beverages shall continue to suspend the sale of alcoholic beverages for on-premises consumption. This provision extends Executive Order 20-68, Section I as modified by Executive Order 20-71, Sections I and 2.
Restaurants and food establishments licensed under Chapters 500 or 509, Florida Statutes, may allow on-premises consumption of food and beverage, so long as they adopt appropriate social distancing measures and limit their indoor occupancy to no more than 25 percent of their building occupancy. In addition, outdoor seating is permissible with appropriate social distancing. Appropriate social distancing requires maintaining a minimum of 6 feet between parties, only seating parties of 10 or fewer people and keeping bar counters closed to seating. This provision

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extends Executive Order 20-68, Section 3 and supersedes the conflicting provisions of Executive Order 20-71, Section 2 regarding on-premises food consumption.
Gyms and fitness centers closed by Executive Order 20-71 shall remain closed.
0. The prohibition on vacation rentals in Executive Order 20-87 remains in effect for the duration of this order.
E. The Department of Business and Professional Regulation shall utilize its authorities under Florida law to implement and enforce the provisions of this order as appropriate.
Section 4. Other Affected Business Services
Unless I direct otherwise, for the duration of this order, the following applies to other business services affected by my previous Executive Orders:
In-store retail sales establishments may open storefronts if they operate at no more than 25 percent of their building occupancy and abide by the safety guidelines issued by the CDC and OSHA.
Museums and libraries may open at no more than 25 percent of their building occupancy, provided, however, that (a) local public museums and local public libraries may operate only if permitted by local government, and (b) any components ofmuseums or libraries that have interactive functions or exhibits, including child play areas, remain closed.
Section 5. Medical Procedures
Subject to the conditions outlined below, elective procedures prohibited by Executive Order 20-72 may resume when this order goes into effect. A hospital ambulatory surgical center, office surgery center, dental office, orthodontic office, endodontic office or other health care
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practitioners' office in the State of Florida may perform procedures prohibited by Executive Order 20-72 only if:
The facility has the capacity to immediately convert additional facility-identified surgical and intensive care beds for treatment of COVID- 19 patients in a surge capacity situation;
The facility has adequate personal protective equipment (PPE) to complete all medical procedures and respond to COVID-19 treatment needs, without the facility seeking any additional federal or state assistance regarding PPE supplies;
The facility has not sought any additional federal, state, or local government assistance regarding PPE supplies since resuming elective procedures; and
The facility has not refused to provide support to and proactively engage with skilled nursing facilities, assisted living facilities and other long-term care residential providers.
The Agency for Health Care Administration and the Department of Health shall utilize their authority under Florida law to further implement and enforce these requirements. This order supersedes the conflicting provisions of Executive Order 20-72.
Section 6. Previous Executive Orders Extended
The Executive Order 20-69 (Local Government Public Meetings) is extended for the duration ofthis order.
Section 7. Enforcement
This order shall be enforced under section 252.47, Florida Statutes. Violation of this order is a second-degree misdemeanor pursuant to section 252.50, Florida Statutes, and is punishable by imprisonment not to exceed 60 days, a fine not to exceed $500, or both.
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Section 8.	Effective Date
This order is effective at 12 :0 I a.m. on May 4, 2020.

IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Great Seal of the State of Florida to be affixed, at Tallahassee, this 29th day of April, 2020.

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CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT
NOTICE OF PUBLIC MEETING HELD DURING PUBLIC HEALTH EMERGENCY DUE TO COVID-19

Notice is hereby given that the Board of Supervisors (“Board”) of the Charles Cove Community Development District (“District”) will hold a regular meeting of the Board of Supervisors on May 20, 2020, at 1:00 p.m., to be conducted by means of communications media technology, pursuant to Executive Orders 20-52, 20-69, and 20-112 issued by Governor DeSantis on March 9, 2020, March 20, 2020, and April 29, 2020 respectively, and pursuant to Section 120.54(5)(b)2., Florida Statutes. The meeting is being held for the necessary public purpose of approving the Fiscal Year 2021 Proposed Budget and at such time the Board is so authorized and may consider any business that may properly come before it.

While it is necessary to hold the above referenced meeting of the District’s Board of Supervisors utilizing communications media technology due to the current COVID-19 public health emergency, the District fully encourages public participation in a safe and efficient manner. Toward that end, anyone wishing to listen and participate in the meeting can do so telephonically at 1-844-621-3956; Access Code: 796 580 192. Additionally, participants are encouraged to submit questions and comments to the District Manager in advance at (407) 723-5900 to facilitate the Board’s consideration of such questions and comments during the meeting.

A copy of the agenda may be obtained at the offices of the District Manager, c/o PFM Group Consulting, LLC, 12051 Corporate Boulevard, Orlando, Florida 32817, Phone: (407) 723-5900 (“District Manager’s Office”) during normal business hours or from the District’s website at https://charlescovecdd.com/.

The meeting is open to the public and will be conducted in accordance with the provisions of Florida law for community development districts. The meeting may be continued to a date, time, and place to be specified on the record at such meeting. There may be occasions when Board Supervisors or District Staff may participate by speaker telephone.

Any person requiring special accommodations at the meeting because of a disability or physical impairment should contact the District Manager’s Office at least forty-eight (48) hours prior to the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1-1, or 1-800-955-8771 (TTY) / 1-800-955-8770 (Voice), for aid in contacting the District Manager’s Office.

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

Jennifer Walden District Manager

Charles Cove Community Development District

Minutes of the April 3, 2020 Board of Supervisors’ Meeting

MINUTES OF MEETING

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD OF SUPERVISORS’ MEETING
Wednesday, April 3, 2020 1:00 p.m.
Via telephonic conferencing due to the COVID-19 Executive Orders 20-52 & 20-69.

Board Members in attendance via conference call:

Timothy Hultgren	Board Member	(via phone)	
Branden Eckenrode	Board Member	(via phone)	
Bradley Kingsley Sean Bailey	Board Member Board Member	(via phone)	
Also present were:			
Jennifer Walden	PFM	(via phone)	
Lynne Mullins	PFM	(via phone)	
Kevin Plenzler	PFM	(via phone)	
Roy Van Wyk	Hopping Green & Sams, P.A.	(via phone)	
Dave Schmitt	Dave Schmitt Engineering	(via phone)	
Brett Sealy	MBS Capital Markets, LLC	(via phone)	
Justin Rowan	MBS Capital Markets, LLC	(via phone)	
Mike Williams	Akerman	(via phone)	

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 1:00 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. She noted there were no public comments.

THIRD ORDER OF BUSINESS	Discussion of Executive Orders 20-52 and 20-69

Ms. Walden explained the Executive Orders stated that the District can hold their meetings via telephonic conferencing due to the COVID-19 situation. Also included behind the Executive Orders is a proof of the ad that was placed for today’s meeting which notes those Executive Orders as well as the telephonic conferencing information so the public can safely join the meeting

FOURTH ORDER OF BUSINESS	Consideration of the Minutes of the February 19, 2020 Board of Supervisors’ Meeting

The Board reviewed the minutes for the February 19, 2020 Board of Supervisors’ Meeting.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved the Minutes of the February 19, 2020 Board of Supervisors’ Meeting, as presented.

FIFTH ORDER OF BUSINESS	Consideration of the Minutes of the February 19, 2020 Auditor Selection Committee Meeting

The Board reviewed the minutes for the February 19, 2020 Auditor Selection Committee Meeting.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved the Minutes of the February 19, 2020 Auditor Selection Committee Meeting.

SIXTH ORDER OF BUSINESS	Consideration of Mr. Christopher Wrenn’s Resignation Letter & Naming a Replacement for Seat #3

Ms. Walden noted per the letter Mr. Wrenn resigned as of March 13, 2020. She requested a motion to approve his resignation.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Mr. Christopher Wrenn’s Resignation Letter.

Ms. Walden requested nominations for replacement for Seat #3. The Board did not have anyone in mind to appoint to the Board, so this item will be put on the agenda for the next meeting.

SEVENTH ORDER OF BUSINESS	Ratification of Polk County Property Appraiser Agreement

Ms. Walden explained the Polk County property Appraiser Agreement was already approved by the Chair and needs to be ratified by the Board in order for the District to be able to go on the Tax Roll.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board ratified Polk County Property Appraiser Agreement.

EIGHTH ORDER OF BUSINESS	Consideration of Uniform Method of Collection Agreement

Ms. Walden noted this agreement was given to the Board by the Tax Collector. The first page, paragraph one states Lakeside Preserve. Ms. Walden will make sure that is updated to reflect Charles Cove.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved the Uniform Collection Agreement, as amended.

NINTH ORDER OF BUSINESS	Consideration	of	Landscaping Proposals
Down to Earth
Floralawn
Prince & Sons

Ms. Walden explained District staff solicited bids from five companies and got a response back from Down to Earth, Floralawn, and Prince & Sons.

Mr. Glasgow stated the three bids are different in composition. Prince & Sons is the least expensive but Down to Earth and Floralawn are more complete bids. The Down to Earth bid does not include the Amenity Center but adding in the Amenity Center still brings Down to Earth as the middle bidder. Prince & Sons bid is a little too low and it is missing a couple things that would bring it back in line with the other two.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved the Down to Earth proposal for landscaping Services, subject to conveyance of the parcels and funding.

TENTH ORDER OF BUSINESS	Consideration of Resolution 2020-32, Re-setting the Date, Time and Location of the Public Hearing on the Proposed Budget for Fiscal Year 2019- 2020

Ms. Walden noted this resolution ratifies the actions in re-setting the public hearing and meeting. District staff recommended June 17, 2020 at 1:00 p.m. using the telephonic conferencing that is included in the Resolution.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-32, Re-setting the Date, Time and Location of the Public Hearing on the proposed Budget for Fiscal Year 2029-2020 to June 17, 2020 using the telephonic conferencing that is included in the Resolution.

ELEVENTH ORDER OF BUSINESS	Consideration of Resolution 2020-33, Re-setting the Date, Time and Location of the Public Hearing on the Adoption of Amended and Restated Rules of Procedure

Ms. Walden noted this resolution ratifies the actions in re-setting the public hearing and meeting. District staff recommended June 17, 2020 at 1:00 p.m. using the telephonic conferencing that is included in the Resolution.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-33, Re-setting the Date, Time and Location of the Public Hearing on the Adoption of Amended and Restated Rules of Procedure to June 17, 2020 p.m. using telephonic conferencing.

TWELFTH ORDER OF BUSINESS	Consideration of Resolution 2020-34, Re-setting the Date, Time and Location of the Public Hearing on the Adoption of Rules Relating to Parking and Parking Enforcement.

Ms. Walden noted this resolution ratifies the actions in re-setting the public hearing and meeting. District staff recommended June 17, 2020 at 1:00 p.m. using the telephonic conferencing that is included in the Resolution.

On MOTION by Mr. Hultgren, seconded by Mr. Eckenrode, with all in favor, the Board approved Resolution 2020-34, Re-setting the Date, Time and Location of the Public Hearing on the Adoption of Rules Relating to Parking and Parking Enforcement to June 17, 2020 p.m. using telephonic conferencing.

THIRTEENTH ORDER OF BUSINESS	Consideration of Resolution 2020-35, Delegation Award Resolution

Mr. Williams with Akerman summarized the Delegation Award resolution. It authorizes a not-to-exceed
$7,000,000.00 of the 2020 Assessment area Bonds, approves the following: First Supplemental Trust Indenture, Bond Purchase Agreement, Preliminary Limited Offering Memorandum and, Continuing Disclosure Agreement. Section 5 sets forth parameters that MBS Capital Markets must meet and the time or pricing the Bonds for the Chair or Vice-Chair to sign the Bond Purchase Agreement. It authorizes District staff to take all actions necessary to close the transaction.

On MOTION by Mr. Eckenrode, seconded by Mr. Hultgren, with all in favor, the Board approved Resolution 2020-35, Delegation Award Resolution in substantial form.

FOURTEENTH ORDER OF BUSINESS	Review	of	District	Financial Statements

The Board reviewed the District financial Statements. No action was required by the Board.

FIFTEENTH ORDER OF BUSINESS	Staff Reports

Attorney: Mr. Van Wyk stated that the District Engineer is briefing the District on the transfer of the surface floor management permit.

Engineer: Mr. Schmitt stated the Water Management District Permit is being transferred to the CDD and it is currently in process. Mr. Van Wyk suggested the Board make a motion authorizing the acceptance of the Surface Water Management Permit and transferring it over to operation and maintenance of the District.

On MOTION by Mr. Eckenrode, seconded by Mr. Bailey, with all in favor, the Board authorized the acceptance of the Surface Water Management Permit and transferring it over to operation and maintenance of the District.

District Manager: Ms. Walden noted the next scheduled meeting is Wednesday, May 20 2020 at 1:00
p.m. at this location unless items need to come before the Board and then the District can hold a special meeting. The District will also have the June 17, 2020 meeting. And there will be three public hearings scheduled – one for the budget adoption, one for the rules of procedure and one for the parking enforcement.

SIXTEENTH ORDER OF BUSINESS	Audience Comments & Supervisor Requests

Mr. Sealy with MBS Capital Markets addressed Mr. Eckenrode’ question regarding the approval of documents in substantial form. The process is for District staff, DR Horton, and Landowner/Developer to work together and go through standard protocol.

Mr. Eckenrode stated Bond Counsel needs to get approval from all acting agencies prior to submittal to Regent. Mr. Hultgren stated District staff is coordinating as a team including Shutts and Bowens and will continue the process to make sure the District follows the same protocol before working with similar transactions for DR Horton.

Mr. Van Wyk noted he received Steve’s comments on the documents, and he will be going back to Steve with any other comments that he has.

SEVENTEENTH ORDER OF BUSINESS	Adjournment

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

On MOTION by Mr. Eckenrode, seconded by Mr. Kingsley, with all in favor, the April 3, 2020 Special Meeting of the Board of Supervisors of the Charles Cove Community Development District was adjourned.

 	_ 		 	_ 	
Secretary / Assistant Secretary	Chairperson / Vice Chairperson

Charles Cove Community Development District

Supervisor of Elections
-	Polk County

ELECTIONS

SUPERVISOR OF

Lori Edwards

POLK COUNTY, FLORIDA

April 16, 2020

Jennifer Walden - District Manager Fishkind & Associates - PPM
1205 1  Corporate Blvd.
Orlando, Florida 328 1 7-1450 

RE: Charles Cove Community Development District Registered Voters

Dear Ms. Walden,
In response to your request, there are currently no voters within the Charles Cove Community Development District as of April 15, 2020.
Please do not hesitate to contact us ifwe can be of further assistance.

h

Sincerely,

f�OAd.s
Lori Edwards Supervisor of Elections Polk County, Florida

P. O. Box 1 460, Bartow, FL 33831 • PHONE: (863) 534-5888
PolkElections.com

Para asistencia en Espanol, por favor de llamar al (863) 534-5888

Charles Cove Community Development District

Appointment of Board Vacancy for Seat #3

Charles Cove Community Development District

Resolution 2020-36,
Approving a Preliminary Budget for Fiscal Year 2021 and Setting a Public Hearing Date

RESOLUTION 2020-36

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT APPROVING A PROPOSED BUDGET FOR FISCAL YEAR 2020/2021 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; ADDRESSING SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the District Manager has heretofore prepared and submitted to the Board of Supervisors (“Board”) of the Charles Cove Community Development District (“District”) prior to June 15, 2020, a proposed budget (“Proposed Budget”) for the fiscal year beginning October 1, 2020 and ending September 30, 2021 (“Fiscal Year 2020/2021”); and

WHEREAS, the Board has considered the Proposed Budget and desires to set the required public hearing thereon.

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

PROPOSED BUDGET APPROVED. The Proposed Budget prepared by the District Manager for Fiscal Year 2020/2021 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said Proposed Budget.

SETTING A PUBLIC HEARING. A public hearing on said approved Proposed Budget is hereby declared and set for August 19, 2020 at 5:00 p.m. The hearing may be conducted remotely, pursuant to media technology and/or by telephone pursuant to Executive Orders 20-52 and 20-69 issued by Governor DeSantis on March 9, 2020, and March 20, 2020, as such orders may be extended, respectively, and pursuant to Section 120.54(5)(b)2., Florida Statutes. In the event that conditions allow the meeting to be held in person, it will be held at the following location:

LOCATION:	 	

TRANSMITTAL OF PROPOSED BUDGET TO LOCAL GENERAL PURPOSE GOVERNMENTS. The District Manager is hereby directed to submit a copy of the Proposed Budget to the City of Haines City and Polk County at least 60 days prior to the hearing set above.

POSTING OF PROPOSED BUDGET. In accordance with Section 189.016,
Florida Statutes, the District’s Secretary is further directed to post the approved Proposed Budget

on the District’s website at least two days before the budget hearing date as set forth in Section 2, and shall remain on the website for at least 45 days.

PUBLICATION OF NOTICE. Notice of this public hearing shall be published in the manner prescribed in Florida law.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.

EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 20TH DAY OF MAY, 2020.

ATTEST:	CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

By: 	

Secretary	Its: 	

Charles Cove CDD
FY 2021 Proposed O&M (and Capital) Budget
EXHIBIT A
Year To Date

Actual Through 04/30/2020

Anticipated May
- Sep.

Anticipated Total FY 2020

FY 2020
Adopted Budget

FY 2021
Proposed Budget

Revenues

Developer Contributions	$	25,000.00		$ 176,115.99		$ 201,115.99		$	265,805.00		$ 295,805.00	
Net Revenues	$	25,000.00		$ 176,115.99		$ 201,115.99		$	265,805.00		$ 295,805.00	
General & Administrative Expenses										
Public Officials' Liability Insurance	$	1,849.00		$	-		$	1,849.00		$	2,250.00		$	2,250.00	
Management	10,416.65		14,583.35		25,000.00		25,000.00		25,000.00	
Engineering	-		4,166.67		4,166.67		10,000.00		10,000.00	
Dissemination Agent	-		5,000.00		5,000.00		5,000.00		5,000.00	
District Counsel	16,638.08		11,884.34		28,522.42		15,000.00		15,000.00	
Assessment Administration	-		7,500.00		7,500.00		7,500.00		7,500.00	
Reamortization Schedules	-		250.00		250.00		250.00		250.00	
Audit	-		5,000.00		5,000.00		5,000.00		5,000.00	
Travel and Per Diem	169.00		120.71		289.71		2,500.00		2,500.00	
Telephone	-		41.67		41.67		100.00		100.00	
Postage & Shipping	15.59		11.14		26.73		1,000.00		1,000.00	
Copies	-		208.33		208.33		500.00		500.00	
Legal Advertising	9,267.64		6,619.74		15,887.38		5,000.00		5,000.00	
Bank Fees	-		104.17		104.17		250.00		250.00	
Meeting Room	328.99		234.99		563.98		1,800.00		1,800.00	
Web Site Maintenance	225.00		2,375.00		2,600.00		5,700.00		5,700.00	
Dues, Licenses, and Fees	-		175.00		175.00		175.00		175.00	
General Liability Insurance	-		-		-		2,700.00		2,700.00	
Contingency	2,260.00		1,614.29		3,874.29		1,000.00		1,000.00	
Hurricane Cleanup	-		4,166.67		4,166.67		10,000.00		10,000.00	
Total General & Administrative Expenses	$	41,169.95		$	64,056.06		$ 105,226.01		$	100,725.00		$ 100,725.00	

Field Expenses

Amenity - Miscellaneous	$	-	$	416.67		$	416.67		$	1,000.00		$	1,000.00	
Amenity - Security	-	1,041.67		1,041.67		2,500.00		2,500.00	
Amenity - Landscape Maintenance	-	3,333.33		3,333.33		8,000.00		8,000.00	
Amenity - Pool Maintenance	-	3,000.00		3,000.00		7,200.00		7,200.00	
Amenity - Access Control	-	416.67		416.67		1,000.00		1,000.00	
Amenity - Janitorial	-	5,833.33		5,833.33		14,000.00		14,000.00	
Amenity - Pest Control	-	366.67		366.67		880.00		880.00	
Amenity - R&M Grounds	-	208.33		208.33		500.00		500.00	
Property & Casualty Insurance	-	2,083.33		2,083.33		5,000.00		5,000.00	
Irrigation	-	4,166.67		4,166.67		10,000.00		10,000.00	
Lake Maintenance	-	6,250.00		6,250.00		15,000.00		15,000.00	
Landscaping Maintenance & Material	-	20,833.33		20,833.33		50,000.00		50,000.00	
Landscape Improvements	-	8,333.33		8,333.33		20,000.00		20,000.00	
Signage & Amenities Repair	-	4,166.67		4,166.67		10,000.00		10,000.00	
Streetlights	-	8,333.33		8,333.33		20,000.00		20,000.00	
Total Field Expenses	
$	-	$	68,783.33		$	68,783.33		$	165,080.00		$ 165,080.00	

Capital Expenses

Capital District Counsel	$	15,812.21		$	11,294.44		$	27,106.65		$	-	$	30,000.00	
Total Capital Expenses	$	15,812.21		$	11,294.44		$	27,106.65		
$	-	$	30,000.00	

Total Expenses

   $	56,982.16 

  $ 144,133.83 

   $ 201,115.99 

  $	265,805.00 

   $ 295,805.00 

Net Income (Loss)

$	(31,982.16)

 
$	31,982.16	$	-	$

-	$	-

    

Single Family Lots Planned Proposed Per Unit

322

$	918.65

Page 1 of 1

Charles Cove Community Development District

Agreement Between Charles Cove CDD and D.R. Horton, Inc., Regarding the Acquisition of Certain Work Product, Improvements and Real Property

AGREEMENT BETWEEN
CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT AND
D.R. HORTON, INC., REGARDING THE ACQUISITION OF CERTAIN WORK PRODUCT, IMPROVEMENTS AND REAL PROPERTY

THIS ACQUISITION AGREEMENT (“Agreement”) is made and entered into this day of 	_, 2020, by and between:

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

D.R. HORTON, INC., a Delaware corporation, and the owner and developer of certain lands within the boundaries of the District, with a mailing address of 6200 Lee Vista Boulevard, Suite 400, Orlando, Florida 32822 (the “Developer” and together with the District, the “Parties”).

RECITALS

WHEREAS, the District was established for the purposes of planning, financing, constructing, acquiring, operating and/or maintaining certain public infrastructure, as authorized by Chapter 190, Florida Statutes; and

WHEREAS, the District has adopted a capital improvement plan for the planning, design, acquisition, construction, and installation of various public infrastructure improvements, facilities, and services (the “Improvements”) within the District, and the anticipated cost thereof, as described in that certain Engineer’s Report for Capital Improvements, dated December 4, 2019 (the “Engineer’s Report”), attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, the Developer is the owner and developer of certain lands located within the boundaries of the District known as “Phase 1A”, “Phase 1B”, and “Phase 1C” (collectively, “Phase 1”), within which a portion of the Improvements will be located (the “Phase 1 Project”); and

WHEREAS, the District intends to finance all or a portion of the Phase 1 Project through the anticipated issuance of its Charles Cove Community Development District Special Assessment Bonds, Series 2020 (2020 Assessment Area) (the “Phase 1 Bonds”); and

WHEREAS, because the Phase 1 Bonds have not yet been issued, the District has not had sufficient monies on hand to allow the District to fund the cost of preparation of the necessary surveys, reports, drawings, plans, permits, specifications, and related documents which would allow the timely commencement and completion of construction of the Improvements (the “Work Product”); and

WHEREAS, the District acknowledges the Developer’s need to have the Improvements constructed in an expeditious and timely manner in order to develop Phase 1; and

WHEREAS, the District agrees that it will not have sufficient monies to proceed with either the preparation of the Work Product or the commencement of construction of the Improvements described in Exhibit A until such time as the District has closed on the sale of the Phase 1 Bonds; and

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

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

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

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

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

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

SECTION 2. WORK PRODUCT. The District agrees to pay the lesser of actual  cost incurred by the Developer or fair market value, for preparation of the Work Product in accordance with the provisions of this Agreement. The Developer shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Developer for the Work Product. The Parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement on such date or dates as the Parties may jointly agree upon (each an “Acquisition Date”). The Parties agree that separate or multiple Acquisition Dates may be established for any portion of the acquisitions contemplated by this Agreement. The District Engineer shall review all evidence of cost and shall certify to the District’s Board of Supervisors (the “Board”) the total actual amount of cost, which, in the District Engineer’s sole opinion, is reasonable for the Work Product. The District Engineer’s opinion as to cost shall be set forth in an Engineer’s Certificate which shall accompany the requisition for the funds from the trustee (“Trustee”) for the Phase 1 Bonds. In the event that the Developer disputes the District

Engineer’s opinion as to cost, the District and the Developer agree to use good faith efforts to resolve such dispute. If the Parties are unable to resolve any such dispute, the Parties agree to jointly select a third-party engineer whose decision as to any such dispute shall be binding upon the Parties. Such decision by a third-party engineer shall be set forth in an Engineer’s Affidavit which shall accompany the requisition for the funds from the Trustee. The Parties acknowledge that the Work Product is being acquired for use by the District in connection with the construction and/or acquisition of the Improvements.

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

The Developer agrees to release to the District all right, title, and interest which the Developer may have in and to the above described Work Product, as well as all common law, statutory, and other reserved rights, including all copyrights in the Work Product and extensions and renewals thereof under United States law and throughout the world, and all publication rights and all subsidiary rights and other rights in and to the Work Product in all forms, mediums, and media, now known or hereinafter devised; provided, however, that the District agrees and acknowledges that the Developer shall retain the right, title and interest to use the Work Product, and the District shall grant the Developer a license to use the Work Product to the extent reasonably required by the Developer in connection with the ownership, construction, development, and management of Phase 1 or other lands owned by Developer to which such Work Product pertains. To the extent determined necessary by the District, the Developer shall use commercially reasonable efforts to obtain all releases from any professional providing services in connection with the Work Product to enable the District to use and rely upon the Work Product. Such releases may include, but are not limited to, any architectural, engineering, or other professional services.

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

The Developer agrees to make reasonable good faith efforts, but without imposing any requirement on Developer to pay for additional warranty rights on behalf of the District, to provide or cause to be provided to the District, either by assignment or directly from such third parties as may be necessary and desirable to the mutual satisfaction of the Parties hereto, a warranty that the Work Product is fit for the purposes to which it will be put by the District, as contemplated by the Engineer’s Report. The District agrees to pursue primary recovery for any maintenance obligation or loss resulting from any latent or patent defect in the Work Product from any person or entity providing the applicable warranty assigned to the District.

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

SECTION 3.  IMPROVEMENTS.  The Developer has expended certain funds on behalf of the District relating to the Improvements. The District agrees to acquire or otherwise reimburse the Developer for those portions of the Improvements which have been commenced or completed prior to the issuance of the Phase 1 Bonds. When a portion of the Improvements is ready for conveyance by the Developer to the District, the Developer shall notify the District in writing, describing the nature of the improvement, its general location, and its estimated cost. Developer agrees to provide, at or prior to the Acquisition Date, the following: (i) documentation of actual costs paid; (ii) instruments of conveyance such as special warranty bills of sale or such other instruments as may be reasonably requested by the District; and (iii) any other releases, indemnifications, or documentation as may be reasonably requested by the District. Any interests in Real Property necessary for the functioning of the Improvements to be acquired under this paragraph shall be reviewed and conveyed in accordance with the provisions of Section 5 herein. The District Engineer in consultation with District Counsel shall determine in writing whether the infrastructure to be conveyed is a part of the Improvements contemplated by the Engineer’s Report, and if so, shall provide Developer with a list of items necessary to complete the acquisition. Each such acquisition shall also be subject to the engineering review and certification process described in Section 2 above. The District Manager shall determine, in writing, whether the District has, based on the Developer’s estimate of cost, sufficient unencumbered funds to acquire the improvement.

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

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

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

Nothing herein shall require the District to accept any Work Product and/or Improvements unless the District Engineer, in his or her professional opinion, is able to certify that, in addition to any other requirements of law: (i) the Work Product and/or Improvements are as set forth in the Engineer’s Report; (ii) the price for such Work Product

and/or Improvements is equal to or less than each of (a) the cost actually paid to develop and/or install the Work Product and/or Improvements by the Developer and (b) the fair market value of the Work Product and/or Improvements determined using customary industry standards; (iii) as to Work Product, the Work Product is capable of being used for the purposes intended by the District, and, as to any Improvements, the Improvements were installed in accordance with their specifications, and are capable of performing the functions for which they were intended; and (iv) as to any Improvements, all known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for operations and maintenance responsibilities.

SECTION 4. ASSIGNMENT OF CONTRACTS. The District may accept the assignment of certain contracts. Such acceptance is predicated upon: (i) each contractor providing a bond in the form and manner required by Section 255.05, Florida Statutes, or the Developer providing adequate alternative security in compliance with Section 255.05, Florida Statutes, if required; and
receipt by the District of a release from each general contractor acknowledging each assignment and the validity thereof, acknowledging the furnishing of the bond or other security required by Section 255.05, Florida Statutes, if any, and waiving any and all claims against the District arising as a result of or connected with such assignment. Until such time as the Phase 1 Bonds are actually issued, the Developer agrees to provide such funds as are needed by the District to make all payments for any such assigned contracts when and as needed by the District.

SECTION 5. CONVEYANCE OF REAL PROPERTY.

Conveyance. In the event that interests in the Real Property are to be conveyed by the Developer and acquired by the District in connection with the acquisition of the Improvements, and as mutually agreed upon by the District and the Developer, then in such event, the Developer agrees that it will convey to the District at or prior to the Acquisition Date by a special warranty deed, or non-exclusive easement, as reasonably acceptable to the District together with a metes and bounds or other legal description, the Real Property upon which the Improvements are constructed or which are necessary for the operation and maintenance of, and access to the Improvements. The Parties agree that in no event shall the purchase price for such interest in the Real Property exceed the lesser of the actual cost to the Developer or the reasonable fair market value based on an appraisal or similar third party report (prepared by a qualified appraiser or appraisal company) or based on other evidence of its value, excluding any increased value resulting from the Improvements, obtained by the Developer in a form acceptable to the District. The Parties agree that the purchase price shall not include amounts attributable to the value of improvements on the Real Property or the value of other Improvements serving the Real Property that have been, or will be, funded by the District. The District may determine in its reasonable discretion that fee title is not necessary and in such cases shall accept such other interest in the Real Property as the District deems reasonably acceptable. Such special warranty deed or other instrument shall be subject to a reservation by Developer of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related purposes (including, but not limited to, construction traffic relating to the construction of the development) not inconsistent with

the District’s use, occupation or enjoyment thereof. The Developer shall pay the cost for recording fees and documentary stamps required, if any, for the conveyance of any interest in Real Property to the District. The Developer shall be responsible for the prorated amount of all taxes and assessments levied on the Real Property until such time as the Developer conveys said lands to the District and in compliance with Section 196.295, Florida Statutes. At the time of conveyance, the District may require, at Developer’s expense, an owner’s title insurance policy in a form satisfactory to the District (or title search, if the District determines, in its sole discretion, that a title policy is not necessary). In the event a title commitment reveals exceptions to title which render title unmarketable or which, in the District’s reasonable discretion, would materially interfere with the District’s use of such lands for the intended purpose, the District shall not be required to accept such conveyance of Real Property and/or any related Improvements or Work Product.

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

SECTION 6. TAXES, ASSESSMENTS, AND COSTS.

Taxes and Assessments on Property Being Acquired. The District is an exempt governmental unit acquiring property pursuant to this Agreement for use exclusively for public purposes. Accordingly, in accordance with Florida law, the Developer agrees to place in escrow with the Polk County Tax Collector an amount equal to the current ad valorem taxes and non-ad valorem assessments prorated to the date of transfer of title, based upon the expected assessment and millage rates giving effect to the greatest discount available for early payment.
If and only to the extent the property acquired by the District is subject to ad valorem taxes or non-ad valorem assessments, the Developer agrees to reimburse the District for payment, or pay on its behalf, any and all ad valorem taxes and non-ad valorem assessments imposed during the calendar year in which each parcel of property is conveyed.
Nothing in this Agreement shall prevent the District or the Developer from asserting any rights to challenge any taxes or assessments imposed, if any, on any property conveyed or to be conveyed to the District.

Notice. The Parties agree to provide notice to the other within ten (10) calendar days of receipt of any notice of potential or actual taxes, assessments, or costs, as a result of any transaction pursuant to this Agreement, or notice of any other taxes

assessments or costs imposed on the property acquired by the District as described in Subsection A above. The Developer covenants to make any payments due hereunder in a timely manner in accordance with Florida law. In the event that the Developer fails to make timely payment of any such taxes or costs, the Developer acknowledges the District’s right to make such payment. If the District makes such payment, the Developer agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at a rate not greater than three percent per annum from the date of the payment made by the District.

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

SECTION 7. ACQUISITION IN ADVANCE OF RECEIPT OF PROCEEDS. The District and
Developer hereby agree that an acquisition by the District may be completed prior to the District obtaining proceeds from the Phase 1 Bonds (“Prior Acquisitions”). The District agrees to pursue the issuance of the Phase 1 Bonds in good faith and, within thirty (30) days from the issuance of such Phase 1 Bonds, to make payment for any Prior Acquisitions completed pursuant to the terms of this Agreement; provided, however, that in the event Bond Counsel determines that any such Prior Acquisitions are not properly compensable for any reason, including, but not limited to, federal tax restrictions imposed on tax-exempt financing, the District shall not be obligated to make payment for such Prior Acquisitions. Interest shall not accrue on the amounts owed for any Prior Acquisitions. In the event the District does not or cannot issue the Phase 1 Bonds within three (3) years from the date of this Agreement (the “Bond Issuance Period”), and, thus does not make payment to the Developer for the Prior Acquisitions, the Parties agree that the District shall have no reimbursement obligation whatsoever and, there having been no consideration paid, the District agrees, to the extent permitted by law and upon request by the Developer, to convey back to the Developer any Prior Acquisitions that have not been subsequently conveyed or transferred by the District to another governmental entity or public utility. Such request by the Developer must be made within one hundred eighty (180) days of the end of the Bond Issuance Period. The Developer shall pay any third party transaction costs resulting from the conveyance back to the Developer of any Prior Acquisitions, including, but not limited to, taxes, title insurance, recording fees or other third party transfer costs. The Developer acknowledges that the District intends to convey some of the Improvements to the State of Florida, Polk County and the City of Haines City, Florida and consents to the District’s conveyance of such Improvements prior to payment for any Prior Acquisitions.

SECTION 8. DEFAULT. A default by either Party under this Agreement, which continues for a period of thirty (30) days after written notice of such default, shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages and/or specific performance, but excluding special, consequential or punitive damages.

SECTION 9. INDEMNIFICATION. For all actions or activities which occur prior to the respective Acquisition Date of the relevant Real Property, Improvement or Work Product hereunder, the Developer agrees to indemnify and hold harmless the District and its officers, staff, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or claims of any nature arising out of, or in connection with, the use by the Developer, its officers, agents, employees, invitees or affiliates, of the Real Property, Improvement, or Work Product, including litigation or any appellate proceedings with respect thereto, irrespective of the date of the initiation or notice of the claim or suit, provided the statute of limitations has not run. In no event shall the Developer be required to indemnify the District, its officers, employees or agents: (i) for a default by the District under this Agreement, (ii) for any claim, damage or loss arising out of or in connection with any activity or occurrence on or after the applicable Acquisition Date of such Real Property, Improvement or Work Product or (iii) for any claim, damage or loss arising out of or in connection with the use of such Real Property, Improvement or Work Product by the District, its engineers, employees, contractors, or such persons’ or entities’ negligence or willful misconduct.

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

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

SECTION 12. AMENDMENTS. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter hereof and may be amended in writing only by the mutual agreement of all Parties, and with regards to any amendment having a material effect on the payment of debt service on the Phase 1 Bonds, with the prior written consent of the trustee for the Phase 1 Bonds (the “Trustee”) acting at the direction of the holders owning a majority of the aggregate principal amount of the Phase 1 Bonds then outstanding.

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

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

If to the District:	Charles Cove Community
Development District
c/o PFM Group Consulting LLC 12051 Corporate Boulevard

Orlando, Florida 32817 Attn: District Manager
With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300 Post Office Box 6526
Tallahassee, Florida 32314 Attn: Roy Van Wyk

If to Landowner:	D.R. Horton, Inc.
6200 Lee Vista Boulevard, Suite 400
Orlando, Florida 32822
Attn:  	

With a copy to:	Shutts & Bowen LLP
300 South Orange Avenue, Suite 1600
Orlando, Florida 32801 Attn: Brian Jones

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

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

SECTION 16. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns. Notwithstanding the foregoing, nothing in this paragraph

shall be construed as impairing or modifying the rights of any holders of Phase 1 Bonds issued by the District for the purpose of acquiring any Work Product, Improvements and/or Real Property. Also, notwithstanding anything herein to the contrary, the Trustee for the Phase 1 Bonds, on behalf of the owners of the Phase 1 Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall, acting at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Phase 1 Bonds then outstanding, be entitled to cause the District to enforce the Developer’s obligations hereunder.

SECTION 17. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by either Party only upon the written consent of the other, which consent shall not be unreasonably withheld, and the Trustee acting on behalf of the Bondholders owning a majority of the aggregate principal amount of the Phase 1 Bonds then outstanding. Such consent shall not be required in the event of a sale of the majority of Phase 1 then-owned by the Developer pursuant to which the unaffiliated purchaser agrees to assume any remaining obligations of the Developer under this Agreement. Upon the merger, amendment, or name change of the District, the Agreement will be assumed by operation of law by the District’s successor in interest and no consent to such assumption shall be required.

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

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

SECTION 20. TERMINATION. This Agreement may be terminated by the District without penalty in the event that the District does not issue its proposed Phase 1 Bonds within the Bond Issuance Period. The agreement and obligations in Section 7 with regard to the conveyance back to the Developer of Prior Acquisitions shall survive the termination of this Agreement.

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

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

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

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

SECTION 25. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

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

ATTEST:	CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

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

By:		 Donna Pope
Vice President and Division President	

Exhibit A:	Engineer’s Report for Capital Improvements, dated December 4, 2019

Charles Cove Community Development District

Matters Relating to the Issuance of the Special Assessment Revenue Bonds, Series 2020

Declaration of Consent to Jurisdiction of Charles Cove CDD and Imposition of Special Assessments (Series 2020)

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

Roy Van Wyk, Esq.
HOPPING GREEN & SAMS, P.A.
Post Office Box 6526 Tallahassee, Florida 32314

DECLARATION OF CONSENT TO JURISDICTION OF CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT
AND TO IMPOSITION OF SPECIAL ASSESSMENTS (SERIES 2020)

D.R. HORTON, INC., a Delaware corporation (the “Landowner”), is the owner of certain lands within the boundaries of the District, which lands consist of approximately 120.369 gross acres representing Phase 1 of the development planned for 322 single-family lots as more particularly described in Exhibit A attached hereto and made part hereof (the “2020 Assessment Area”), located within the boundaries of the Charles Cove Community Development District (the “District”). The Landowner, intending that it and its successors in interest and assigns shall be legally bound by this Declaration, hereby declares, acknowledges and agrees as follows:

The District is, and has been at all times, on and after December 5, 2019, a legally created, duly organized, and validly existing community development district under the provisions of Chapter 190, Florida Statutes, as amended (the “Act”). Without limiting the generality of the foregoing, the Landowner acknowledges that (a) the petition filed with the Board of City Commissioners of the City of Haines City, Florida (“City”), relating to  the creation of the District contained all matters required by the Act to be contained therein and was filed in the manner and by the persons required by the Act; (b) Ordinance 19-1666, effective as of December 5, 2019, was duly and properly adopted by the City in compliance with all applicable requirements of law; (c) the members of the Board of Supervisors of the District were and are duly and properly designated and/or elected pursuant to the Act to serve in their official capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from December 5, 2019, to and including the date of this Declaration.

The Landowner, for itself and its successors and assigns, hereby acknowledges and agrees, that the debt service special assessments on the 2020 Assessment Area (the “Series 2020 Assessments”) imposed by Resolution Nos. 2020-23, 2020-24, 2020-28, and 2020-37 (the “Assessment Resolutions”), duly adopted by the Board, and all proceedings undertaken by the District as of the date hereof with respect to the Series 2020 Assessments have been in accordance with applicable Florida law (including Executive Order 20-69 dated March 20, 2020, issued by Governor Ron DeSantis), that the District has taken all action necessary to levy and impose the Series 2020 Assessments, and the Series 2020 Assessments are legal, valid and binding first liens upon the 2020 Assessment Area co-equal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid.

The Landowner, for itself and its successors and assigns, hereby waives the right granted in Chapter 170.09, Florida Statutes, to prepay the Series 2020 Assessments without interest within thirty (30) days after the improvements are completed, in consideration of the rights granted by the District to prepay the Series 2020 Assessments in full or in part, but with interest, under the circumstances set forth in the Assessment Resolutions of the District levying the Series 2020 Assessments.

The Landowner hereby expressly acknowledges, represents and agrees that (i) the Series 2020 Assessments, the Assessment Resolutions, and the terms of the (a) Agreement Between Charles Cove Community Development District and D.R. Horton, Inc., Regarding the Acquisition of Certain Work Product, Improvements and Real Property, (b) Agreement Between The Charles Cove Community Development District and D.R. Horton, Inc., Regarding the Completion of Certain Improvements, (c) Agreement Between The Charles Cove Community Development District and D.R. Horton, Inc. Regarding True Up As To Series 2020 Assessments and (d) Collateral Assignment and Assumption of Development Rights Relating To The Capital Improvement Plan (documents (a) through (d) collectively referred to herein as the “Financing Documents”) as they relate to the District’s issuance of the Charles Cove Community Development District Special Assessment Revenue Bonds, Series 2020 (2020 Assessment Area) (the “Series 2020 Bonds”), or securing payment thereof, are valid and binding obligations enforceable under the laws of the State of Florida in accordance with their respective terms; (ii) there are no claims or offsets whatsoever against, or defenses or counterclaims whatsoever to, payments of the Series 2020 Assessments or claims of invalidity, deficiency or unenforceability of the Series 2020 Assessments and Financing Documents (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims) (iii) to the extent Landowner fails to timely pay any Series 2020 Assessments collected by mailed notice of the District, such unpaid Series 2020 Assessments and future Series 2020 Assessments may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year.

The Landowner hereby expressly waives (i) any argument, claim or defense that foreclosure proceedings cannot be commenced until one (1) year after the date of the Landowner’s default and agrees that, immediate use of remedies in Chapter 170, Florida Statutes, is an appropriate and available remedy, notwithstanding the provisions of Section 190.026, Florida Statutes, and (ii) any and all rights to challenge the validity of: (a) Executive Order 20-69 dated March 20, 2020, issued by Governor Ron DeSantis (“Executive Order”) and
(b) any argument, claim or defense resulting from any defect or omission of any and all District notices, meetings, workshops, public hearings and other proceedings in relation to the Series 2020 Assessments or the Series 2020 Bonds that were conducted on or prior to the date hereof whether pursuant to Florida law or any waiver of Florida law granted in said Executive Order, including any extensions thereof.

This Declaration shall represent a lien of record for purposes of Chapter 197, Florida Statutes, including, without limitation, Section 197.573, Florida Statutes. Other information regarding the Series 2020 Assessments is available from the District Manager (PFM Group Consulting, LLC,) 12051 Corporate Boulevard, Orlando, Florida 32817.

THE DECLARATIONS, ACKNOWLEDGEMENTS AND AGREEMENTS CONTAINED HEREIN SHALL BE BINDING ON THE LANDOWNER AND ON ALL PERSONS (INCLUDING CORPORATIONS, ASSOCIATIONS, TRUSTS AND OTHER LEGAL ENTITIES) TAKING TITLE TO ALL OR ANY PART OF THE 2020 ASSESSMENT AREA, AND THEIR SUCCESSORS IN INTEREST, WHETHER OR NOT THE 2020 ASSESSMENT AREA IS PLATTED AT SUCH TIME. BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE DEEMED TO HAVE CONSENTED AND AGREED TO THE PROVISIONS OF THIS DECLARATION TO THE SAME EXTENT AS IF THEY HAD EXECUTED IT AND BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE ESTOPPED FROM CONTESTING, IN COURT OR OTHERWISE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THIS DECLARATION.

EFFECTIVE THIS 	day of 	, 2020.

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

By:		 Donna Pope
[Print Name]	Vice President and Division President

[Print Name]

STATE OF FLORIDA
COUNTY OF  	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this        day of 	, 2020, by Donna Pope, as Vice President and Division President of D.R. Horton, Inc. She is personally known to me or has produced
 	 (type of identification) as identification.

(Official Notary Signature & Seal)
Name:	 Personally Known  	 OR Produced Identification  	 Type of Identification  	

EXHIBIT A – 2020 ASSESSMENT AREA

Collateral Assignment and Assumption of Development Rights Relating to the Capital Improvement Plan

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

Roy Van Wyk, Esq.
Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301	(This space reserved for Clerk)	

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS RELATING TO THE CAPITAL IMPROVEMENT PLAN

This COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS	RELATING	TO	THE	CAPITAL	IMPROVEMENT	PLAN	(herein,	the
“Assignment”), is made this day of May, 2020, by D.R. HORTON, INC., a Delaware corporation (together with certain successors and assigns as specified herein, the “Landowner”), in favor of the CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government organized and created under the laws of the State of Florida, located in the City of Haines City, Florida (together with its successors and assigns, the “District”).

RECITALS

WHEREAS, the District was established by Ordinance No. 19-1666 of the City Commission of the City of Haines City, Florida, effective December 5, 2019, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (“Act”), and for the purposes, among others, of planning, financing, constructing, operating and/or maintaining certain public infrastructure improvements within and outside the boundaries of the District; and

WHEREAS, Landowner is the owner of certain lands within the boundaries of the District, which lands consist of approximately 120.369 gross acres representing Phase 1 of the development planned for 322 single-family lots (the “2020 Assessment Area”), which lands are described in Exhibit A hereto; and

WHEREAS, the District proposes to issue its Charles Cove Community Development District Special Assessment Revenue Bonds, Series 2020 (2020 Assessment Area) (the “Series 2020 Bonds”), to finance the construction and/or acquisition of certain public improvements which will specially benefit all of the land within the 2020 Assessment Area; and

WHEREAS, among the security for the repayment of the Series 2020 Bonds, as defined herein, are the special assessments (“Series 2020 Assessments”) levied against the land within the 2020 Assessment Area; and

WHEREAS, the District has adopted an improvement plan (“Capital Improvement Plan,” or “CIP”) for the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities and services within and without the boundaries of the

District, which CIP is detailed in the Engineer’s Report for Capital Improvements, dated December 4, 2019 (the “Engineer’s Report”), as may be amended and supplemented;

WHEREAS, approximately 120.369 gross acres constituting the 2020 Assessment Area will be platted and developed into 322 single family lots as described in the Master Assessment Methodology Phase 1 dated December 10, 2019 (the “Phase 1 Master Report”), as supplemented by the Supplemental Assessment Methodology Phase 1 dated April, 2020 (the “Phase 1 Supplemental Report,” together with the Phase 1 Master Report, the “Assessment Report”);

WHEREAS, the portion of the Capital Improvement Plan that will be financed, in part, with proceeds of the Series 2020 Bonds (the “Series 2020 Project”) has an estimated cost of approximately $ 	as set forth in the Engineer’s Report; and

WHEREAS, in the event of default in the payment of the Series 2020 Assessments or an Event of Default hereunder, the District has certain remedies with respect to the lien of the Series 2020 Assessments, including, but not limited to, the Remedial Rights set forth in Section 6 herein; and

WHEREAS, in the event the District exercises its Remedial Rights, the District will require the assignment of certain Development Rights (defined below) in order to complete or enable a third party to complete development within the 2020 Assessment Area to the extent that such Development Rights have not been previously assigned, transferred, or otherwise conveyed to: (1) an unaffiliated residential home builder or a retail home buyer in the ordinary course of business; (2) Haines City, Florida; (3) Polk County, Florida; (4) the District; (5) any applicable homeowners’ association; (6) any utility provider; or (7) any other governmental entity or association as may be required by applicable permits, government approvals, plats, entitlements, or regulations associated with the Series 2020 Project or affecting the 2020 Assessment Area (each a “Partial Transfer”); and

WHEREAS, in the event of a transfer, conveyance or sale of any portion of the 2020 Assessment Area that is not a Partial Transfer, the successors-in-interest to the real property so conveyed by Landowner shall be subject to this Assignment, which shall be recorded in the Official Records of Polk County, Florida.

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the sufficiency of which is acknowledged, Landowner and District agree as follows:

Recitals; Exhibits. The foregoing recitals are true and correct and, together with the exhibits attached hereto, are hereby incorporated herein by this reference.

Collateral Assignment.

Subject to the terms and conditions of this Assignment, Landowner hereby collaterally assigns to the District, to the extent assignable, all of Landowner’s development rights, permits, entitlements and work product relating to development of the Series 2020 Project with respect to land within the 2020 Assessment Area (collectively, the “Development Rights”), as security for Landowner’s payment of the Series 2020 Assessments levied against land within

the 2020 Assessment Area owned by Landowner from time to time, and any True-Up Obligation of the Landowner pursuant to that certain Agreement between the District and Landowner Regarding True-Up as to the Series 2020 Assessments, dated May , 2020. The Development Rights shall include, without limitation, the items listed in subsections (i) through (viii) below as they pertain to development of the Series 2020 Project, but shall specifically exclude any portion of the Development Rights which relate solely to (x) Lots which have been or are conveyed to homebuilders or homebuyers effective as of such conveyance, (y) any portion of the 2020 Assessment Area which has been transferred, dedicated and/or conveyed, or is in the future transferred, dedicated or conveyed as a Partial Transfer or (z) lots conveyed to end user residents:

Zoning approvals, density approvals and entitlements, concurrency and capacity certificates, and development agreements;

Engineering and construction plans and specifications for grading, roadways, site drainage, storm water drainage, signage, water distribution, wastewater collection, recreational facilities and other improvements;

Preliminary and final site plans and plats;

Architectural plans and specifications for recreational buildings and other public improvements to the developable property within the District;

Permits, approvals, resolutions, variances, licenses, and franchises granted by governmental authorities, or any of their respective agencies, for or affecting the development of the Series 2020 Project or the construction of public improvements thereon or off-site to the extent such off-site improvements are necessary or required to complete the Series 2020 Project;

Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the construction of the Series 2020 Project or the construction of improvements thereon;

Declarant rights under any declaration of covenants, conditions and restrictions recorded upon the lands within the 2020 Assessment Area; and

All future creations, changes, extensions, revisions, modifications, substitutions, and replacements of any of the foregoing.

This Assignment is not intended to and shall not impair or interfere with the development of the land within the 2020 Assessment Area, including, without limitation, Landowner’s contracts with homebuilders, if any, and homebuyers (collectively, “Sales Contracts”), and shall only be inchoate and shall become an effective and absolute assignment and assumption of the Development Rights only upon a failure of Landowner to pay the Series 2020 Assessments levied against the land within the 2020 Assessment Area owned by Landowner, failure of Landowner to satisfy a True-Up Obligation, or any other Event of Default hereunder and the resulting exercise by the District of its Remedial Rights. The District shall not be deemed to have assumed any obligations associated with the Development Rights unless and

until the District exercises its rights under this Assignment, and then only to the extent of such exercise.

In the event that this Assignment has not become an effective and absolute assignment and assumption of the Development Rights, this Assignment shall automatically terminate upon the earliest to occur of the following events: (i) payment, or prepayment, in full of the Series 2020 Assessments; (ii) final platting of all land within the 2020 Assessment Area and the payment of any related True-Up Obligation (“Development Completion”); (iii) transfer of any Development Rights with respect to a Partial Transfer but only to the extent of such transfer; or (iv) transfer of any portion of the 2020 Assessment Area to an unaffiliated homebuilder or homebuyer but only as to such portion transferred, from time to time. Further, this Assignment shall terminate with respect to the Development Rights related to any lands or lots within the 2020 Assessment Area that have had their associated allocation of Series 2020 Assessments prepaid in full.

Warranties by Landowner. Landowner represents and warrants to the District that, subject to the Sales Contracts and only for so long as this Assignment shall remain in effect with respect to the Landowner pursuant to the terms hereof:

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

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

Any transfer, conveyance or sale of property within the 2020 Assessment Area to any affiliated entities or successors-in-interest of Landowner shall subject such affiliated entities or successors-in-interest of Landowner to this Assignment to the extent of the portion of the 2020 Assessment Area so conveyed, except to the extent described in Section 2 above.

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

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

The Development Rights include all of Landowner’s rights to modify the Development Rights, to terminate the Development Rights, and to waive or release the performance or observance of any obligation or condition of the Development Rights; provided, however, that this Assignment does not and shall not (i) pertain to lands outside of the 2020 Assessment Area not relating or necessary to development of the Series 2020 Project, (ii) pertain to any portion of the 2020 Assessment Area or the Series 2020 Project that were the subject of a Partial Transfer or (iii) limit Landowner’s right, from time to time, to modify, waive or release the Development Rights, subject to Section 4(c) below.

Landowner agrees not to take any action that would decrease the development entitlements in the 2020 Assessment Area to a level below the amount necessary to support the then-outstanding Series 2020 Assessments or would materially impair or impede the ability to achieve Development Completion.

Events of Default. Any breach of Landowner’s warranties contained in Section 3 hereof, any breach of covenants contained in Section 4 hereof which is not cured within sixty
(60) days after receipt of written notice thereof (or such longer period of time to cure as may be agreed to by the District, in its sole discretion), will constitute an “Event of Default” under this Assignment.

Remedial Rights. Upon an Event of Default and (i) the transfer of title to applicable lots or unplatted lands within the 2020 Assessment Area owned by Landowner to the District or its designee pursuant to a judgment of foreclosure entered by a court of competent jurisdiction in favor of the District (or its designee), (ii) a deed in lieu of foreclosure to the District or its designee, or (iii) the acquisition of title to such property through the sale of tax certificates, the District may, as the District’s sole and exclusive remedies under this Assignment, take any or all of the following actions (the “Remedial Rights”), at the District’s option:

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

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

Further assign any and all of the Development Rights to a third party acquiring title to the land within the 2020 Assessment Area, or any portion thereof, from the District or at a District foreclosure sale.

Authorization. Upon the occurrence of an Event of Default and the exercise by the District of any Remedial Rights, Landowner does hereby authorize and shall direct any party to any agreement relating to the Development Rights to tender performance thereunder to the District upon written notice and request from the District. Any such performance in favor of the District shall constitute a full release and discharge to the extent of such performance as fully as though made directly to Landowner. Notwithstanding the foregoing or anything to the contrary set forth in this Assignment, no exercise by the District or the District’s rights under this Assignment shall operate to release Landowner from any remaining obligations under this Assignment.

Third Party Beneficiaries. The parties hereto agree that the trustee under the Indenture (“Trustee”), on behalf of the bondholders, shall be a direct third party beneficiary of the terms and conditions of this Assignment and entitled to enforce Landowner’s obligations hereunder at the direction of the bondholders owning a majority of the aggregate principal amount of the Series 2020 Bonds then outstanding. The Trustee shall not be deemed by virtue of this Assignment to have assumed any obligations or duties. No right or cause of action shall accrue upon or by reason hereof to or for the benefit of any other third party.

Amendment. This Assignment may be modified in writing only by the mutual agreement of all parties hereto. This Assignment may not be amended without the prior written consent of the Trustee acting on behalf and at the direction of the bondholders owning a majority of the aggregate principal amount of the Series 2020 Bonds then-outstanding.

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

Notices. All notices, requests, consents and other communications hereunder (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, by overnight delivery service, or telecopied or hand delivered to the parties, as follows:
If to the District:	Charles Cove
Community Development District 12051 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300 Post Office Box 6526
Tallahassee, Florida 32314 Attn: Roy Van Wyk
If to Developer:	D.R. Horton, Inc.
6200 Lee Vista Blvd., Suite 400
Orlando, Florida 32833 Attn: Donna Pope
With a copy to:	Shutts & Bowen LLP
South Orange Avenue, Suite 1600
Orlando, Florida 32801 Attention: Brian Jones
With a copy to:	D.R. Horton, Inc.
Commerce Street 500 D.R. Horton Tower Fort Worth, Texas 76102 Attn: Chief Legal Officer

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address or telecopy number set forth herein. If mailed as

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

Applicable Law and Venue. This Assignment and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Assignment shall be in Polk County, Florida.

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

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.]

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

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

By:		 Donna Pope

[Print Name]	Vice President and Division President

STATE OF FLORIDA
COUNTY OF  	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this        day of 	, 2020, by Donna Pope, as Vice President and Division President of D.R. Horton, Inc. She is personally known to me or has produced
 	 (type of identification) as identification.

(Official Notary Signature & Seal)
Name:	 Personally Known  	 OR Produced Identification  	 Type of Identification  	

Attest:	CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

STATE OF FLORIDA
COUNTY OF  	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this        day of 	, 2020, by 	, as Chairman of the Board of Supervisors of the Charles Cove Community Development District. He is

personally  known  to  me  or has produced   	 identification) as identification.

(type of

(Official Notary Signature & Seal)
Name:	 Personally Known  	 OR Produced Identification  	 Type of Identification  	

EXHIBIT A-Legal Description of 2020 Assessment Area

Agreement Between the Charles Cove CDD and D.R. Horton, Inc., Regarding the Completion of Certain Improvement

AGREEMENT BETWEEN THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT AND D.R. HORTON, INC., REGARDING THE COMPLETION OF CERTAIN IMPROVEMENTS

This Agreement is made and entered into as of this 	day of May, 2020, by and between:
Charles Cove Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Haines City, Florida whose address is c/o PFM Group Consulting, LLC, 12051 Corporate Boulevard, Orlando, Florida 32817(the “District”); and
D.R. Horton, Inc., a Delaware corporation, the primary developer of lands within the boundaries of the District, whose address is 6200 Lee Vista Blvd., Suite 400, Orlando, Florida 32822 (the “Developer”).
RECITALS
WHEREAS, the District was established by Ordinance No. 19-1666, adopted by the City Commission of the City of Haines, City, Florida, effective December 5, 2019, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure, including roadway improvements, stormwater management, water distribution system, sanitary sewer system and other infrastructure within or outside the boundaries of the District; and

WHEREAS, the Developer is the owner and/or developer of certain lands in Haines City, Florida, located within the boundaries of the District, as more particularly described in Exhibit A attached hereto (the “2020 Assessment Area”); and,

WHEREAS, the District has adopted an Engineer’s Report for the planning, design, acquisition, construction, and installation of various infrastructure improvements and facilities within the boundaries of the District as described in the Engineer’s Report for Capital Improvements, dated December 4, 2019 (the “Engineer’s Report”), attached to this Agreement as Exhibit B (the “Improvements”), as such Engineer’s Report may be amended or supplemented from time to time; and,

WHEREAS, the District has imposed special assessments on the 2020 Assessment Area to secure financing for a portion of the construction and/or acquisition of the infrastructure improvements described in Exhibit B, and has validated up to $19,500,000 in Special Assessment Revenue Bonds to fund the planning, design, permitting, construction and/or acquisition of improvements including the Improvements; and,

WHEREAS, the District intends to finance the construction and/or acquisition of a portion of the Improvements, such portion as identified in the Engineer’s Report as Phase 1 and referred to herein as the “Series 2020 Project,” through the use of proceeds from the sale of
$ 	in  aggregate  principal  amount  of  Charles  Cove  Community  Development
District Special Assessment Revenue Bonds, Series 2020 (2020 Assessment Area) (the “Series 2020 Bonds”); and,

WHEREAS, in order to ensure that the Series 2020 Project is completed and funding is available in a timely manner to provide for its completion, the Developer and the District hereby agree  that the  District will be obligated to issue  no more than $ 	_ in bonds to fund the Series 2020 Project and the Developer will make provision for any additional funds that may be needed in the future for the completion of the Series 2020 Project over and above that amount including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs.

NOW THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the District and the Developer agree as follows:

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

COMPLETION OF IMPROVEMENTS. The Developer and District agree and acknowledge that the District’s proposed Series 2020 Bonds may provide only a portion of the funds necessary to complete the Series 2020 Project. In the event that the cost of the Series 2020 Project is such that the construction funds available from the Series 2020 Bonds proceeds are insufficient to complete the Series 2020 Project, as described in Exhibit B as amended, the Developer hereby agrees to complete, cause to be completed, or provide funds to the District in an amount sufficient to allow the District to complete or cause to be completed, those portions of the Series 2020 Project which remain unfunded including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs (the “Remaining Project Improvements”) whether pursuant to existing contracts, including change orders thereto, contracts assigned by the Developer to the District, or future contracts. Nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Project Improvements. The District and Developer hereby acknowledge and agree that the District’s execution of this Agreement constitutes the manner and means by which the District has elected to provide any and all portions of the Remaining Project Improvements not funded by District bonds or other indebtedness.

When all or any portion of the Remaining Project Improvements is the subject of an existing District contract, the Developer shall provide funds directly to the District in an amount sufficient to complete the Remaining Project Improvements pursuant to such contract, including change orders thereto.

When any portion of the Remaining Project Improvements is not the subject of an existing District contract, the Developer may choose to complete, cause to be completed, or provide funds to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Project Improvements, subject to a formal determination by the District’s Board of Supervisors that the option selected by the Developer will not adversely impact the District, and is in the District’s best interests.

OTHER CONDITIONS, ACKNOWLEDGMENTS AND AGREEMENTS

The District and the Developer agree and acknowledge that the exact location, size, configuration and composition of the Series 2020 Project may change from that described in the Engineer’s Report, depending upon final design of the development, permitting or other regulatory requirements over time, or other factors. Material changes to the Series 2020 Project resulting from (i) changes to the final design of the development initiated or caused by the Developer or (ii) permitting or regulatory requirements shall be reflected by written amendment to the Engineer’s Report, which shall include an estimate of the cost of the changes. Any other material changes to the Series 2020 Project from the description in the original Engineer’s Report which the District desires to be completed or funded by the Developer pursuant to this Agreement shall be subject to the prior written consent of the Developer, which may be withheld in its sole and absolute discretion.

The District and Developer agree and acknowledge that for any and all portions of the Remaining Project Improvements which are constructed, or caused to be constructed, acquired or otherwise completed by the Developer for the benefit of the District shall be conveyed to the District or such other appropriate unit of local government as is designated in the Engineer’s Report or required by governmental regulation or development approval. All conveyances to another governmental entity shall be in accordance with and in the same manner as provided in any agreement between the District and the appropriate unit of local government. All conveyances to the District shall be in accordance with an agreement or agreements governing conveyances between the Developer and the District, including acquisitions.

Notwithstanding anything to the contrary contained in this Agreement, the payment or performance by Developer of its completion obligations hereunder is expressly
subject  to,  dependent  and  conditioned  upon  (a)  the issuance of $ 	par  amount of
bonds and use of at least $ 	of the proceeds thereof to fund the Series 2020 Project, and
(b) the scope, configuration, size and/or composition of the Series 2020 Project not materially changing without the consent of the Developer, which may be withheld in its sole and absolute discretion; provided, however, that such consent of the Developer is not necessary and the Developer must meet its completion obligations when the scope, configuration, size and/or composition of the Series 2020 Project are materially changed as a result of one or more of the circumstances listed in Section 3(a)(i) or (ii).

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

If the Developer fails to keep, observe or perform any of the agreements, terms, covenants or representations, or otherwise is in default of this Agreement, the District shall give written notice to Developer (at the address listed in Section 7 of this Agreement, with copies to

appropriate counsel), and the Developer shall have sixty (60) days to cure such default (which time may be extended by the District in its sole discretion), unless a shorter time to cure is mandated by applicable law or regulation.

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

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

NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:
If to Developer:	D.R. Horton, Inc.
6200 Lee Vista Blvd., Suite 400
Orlando, Florida 32822 Attn:  	
With a copy to:	Shutts & Bowen LLP
South Orange Avenue, Suite 1600
Orlando, Florida, 32801 Attention: Brian Jones
With a copy to:	D.R. Horton, Inc.
Commerce Street 500 D.R. Horton Tower Fort Worth, TX 76102 Attn: Chief Legal Officer
If to District:	Charles Cove Community Development District
c/o PFM Group Consulting, LLC 12051 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager
With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Roy Van Wyk
Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day.  If any time for giving Notice contained in this Agreement would otherwise expire on a non-

business day, the Notice period shall be extended to the next succeeding business day.  Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Developer may deliver Notice on behalf of the District and the Developer. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.
ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Developer as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.
THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in  this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns.

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

CONTROLLING LAW. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida.

EFFECTIVENESS. This Agreement shall become effective on the date of issuance of the Series 2020 Bonds.

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

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

SOVEREIGN IMMUNITY. Developer agrees that nothing in this Agreement shall constitute or be construed as a waiver of the District's limitations on liability beyond that contained in Section 768.28, Florida Statutes, as amended, or other statutes or law.

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

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

IN WITNESS WHEREOF, the parties execute this agreement the day and year first written above.

Attest:	Charles Cove Community Development District

Secretary	Chairman, Board of Supervisors

D.R. Horton, Inc., a Delaware corporation

Witness	Donna Pope
Vice President and Division President

Exhibit A:	Description of 2020 Assessment Area
Exhibit B:	Engineer’s Report for Capital Improvements, dated December 4, 2019 (the “Engineer’s Report”)

Exhibit A:	Description of 2020 Assessment Area

Agreement Between the Charles Cove CDD and D.R. Horton, Inc., Regarding True-Up as to Series 2020 Assessments

This Instrument Prepared By and Once Recorded Please Return To: Roy Van Wyk, Esq.
Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301

[space above for recording purposes]

AGREEMENT BETWEEN THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT AND D.R. HORTON, INC., REGARDING TRUE-UP
AS TO SERIES 2020 ASSESSMENTS

THIS AGREEMENT is made and entered into this 	day of May 2020, by and between:

CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT, a local unit
of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Haines City, Florida, whose mailing address is 12051 Corporate Boulevard, Orlando, Florida 32817 (the “District”), and

D.R. HORTON, INC., a Delaware corporation, the owner of certain lands within the boundaries of the District and developer within the District, whose mailing address is 6200 Lee Vista Blvd., Suite 400, Orlando, Florida 32822, and its successors and assigns (the “Landowner”; and together with the District, the “Parties”).

RECITALS

WHEREAS, the District was established by Ordinance No. 19-1666, adopted by the City Commission of the City of Haines City, Florida, effective December 5, 2019, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and is validly existing under the Constitution and laws of the State of Florida; and

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

WHEREAS, Landowner is the owner of certain lands within the boundaries of the District, which lands consist of approximately 120.369 gross acres representing Phase 1 of the development planned for 322 single-family lots (the “2020 Assessment Area”), which lands are described in Exhibit A; and
WHEREAS, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services as detailed in the Engineer’s Report for Capital Improvements dated December 4, 2019 (the “Engineer’s Report”), including those improvements, facilities and services related to the

development of the 2020 Assessment Area (the “Series 2020 Project”) and the anticipated costs of the Series 2020 Project; and
WHEREAS, the District intends to finance a portion of the Series 2020 Project through the anticipated issuance of its Charles Cove Community Development District Special Assessment Revenue Bonds, Series 2020 (2020 Assessment Area), in the principal amount of $ 	(the “Series 2020 Bonds”); and
WHEREAS, pursuant to Resolutions 2020-23, 2020-24, 2020-28, and 2020-37 (the “Assessment Resolutions”), the District imposed special assessments (the “Series 2020 Assessments”) on the 2020 Assessment Area to secure the repayment of the Series 2020 Bonds; and

WHEREAS, Landowner agrees that all assessable lands within the 2020 Assessment Area benefit from the timely design, construction, or acquisition of the Series 2020 Project; and
WHEREAS, Landowner agrees that the Series 2020 Assessments, which were imposed on the 2020 Assessment Area, have been validly imposed and constitute valid, legal and binding liens upon such lands within the 2020 Assessment Area, which Series 2020 Assessments remain unsatisfied; and

WHEREAS, to the extent permitted by law, Landowner waives any defect in any prior notice or publication or in any prior proceedings to levy, impose and collect the Series 2020 Assessments on lands within the District; and

WHEREAS, the Master Assessment Methodology Phase 1 dated December 10, 2019 (the "Phase 1 Master Report"), as supplemented by the Supplemental Assessment Methodology Phase 1 dated April, 2020 (the "Supplemental Report" and, together with the Phase 1 Master Report, the “Assessment Report”), attached hereto as Composite Exhibit B, provides that as the 2020 Assessment Area is platted, the allocation of the amounts assessed to and constituting a lien upon the 2020 Assessment Area would be calculated based upon certain density assumptions relating to the number of each type of single-family units to be constructed in the 2020 Assessment Area, which assumptions were provided by Landowner; and

WHEREAS, Landowner intends that the 2020 Assessment Area will be platted, planned and developed based on then-existing market conditions, and the actual densities developed may be at some density less than the densities assumed in the District's Assessment Report; and

WHEREAS, the District's Assessment Report anticipates a mechanism by which Landowner shall, if required, make certain payments to the District in order to satisfy, in whole or in part, the Series 2020 Assessments allocated and the liens imposed on lands within the 2020 Assessment Area pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of the final plat or site plan for a parcel or tract, as described in the District’s Assessment Report (which payments shall collectively be referenced as the “True-Up Payment”); and

WHEREAS, the Parties desire to enter into an agreement to confirm Landowner’s intention and obligation, if required, to make the True-Up Payment related to the Series 2020 Assessments

imposed on lands in the 2020 Assessment Area subject to the terms and conditions contained herein.

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

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

SECTION 2. VALIDITY OF ASSESSMENTS. Landowner agrees that the Assessment Resolutions have been duly adopted by the District. Landowner further agrees that the Series 2020 Assessments imposed as a lien by the District are legal, valid and binding liens on the lands within the 2020 Assessment Area against which assessed until paid, coequal with the lien of all state, county, district, and municipal taxes, and superior in dignity to all other liens, titles, and claims. Landowner hereby waives and relinquishes any rights it may have to challenge, object to or otherwise fail to pay such Series 2020 Assessments.

SECTION 3. COVENANT. Landowner further acknowledges that to the extent Landowner fails to timely pay on an annual basis the Series 2020 Assessments invoiced by mailed notice of the District, said unpaid Series 2020 Assessments (including True-Up Payments) may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year.

SECTION 4.	SPECIAL ASSESSMENT ALLOCATION.

Assumptions as to the Series 2020 Assessments. As of the date of the execution of this Agreement, Landowner has informed the District that it plans to provide for the construction in Phase 1 of the development of 322 single family lots, which equals to 322 equivalent residential units (“ERUs”), in the 2020 Assessment Area, of which 138 lots have been platted.

Process for Allocation of Assessments. The Series 2020 Assessments will initially be levied on the platted lots within the 2020 Assessment Area based on the equivalent ERUs. The remaining balance of the Series 2020 Assessments will be allocated over the unplatted acreage within the 2020 Assessment Area on an equal acreage basis, and are to be reallocated on a first platted, first assigned basis. It is anticipated that once the remaining acreage within the 2020 Assessment Area is platted (hereinafter referred to as “plat” or “platted”), the Series 2020 Assessments levied on the unplatted acreage within the 2020 Assessment Area will be reallocated to platted lots in accordance with the product type within the area being platted. In furtherance thereof, at such time as the remaining unplatted acreage in the 2020 Assessment Area is to be platted, Landowner covenants that such plat shall be presented to the District. The District shall allocate the Series 2020 Assessments to the residential product type being platted based on the number of ERUs assigned in accordance with the Assessment Report and cause such reallocation to be recorded in the District’s Improvement Lien Book.

It is an express condition of the liens established by the Assessment Resolutions that any and all plats containing any portion of the 2020 Assessment Area subject to the Series 2020 Assessments, shall be presented to the District for review and allocation of the Series 2020 Assessments to the ERUs being platted and the remaining acreage within the 2020 Assessment Area in accordance with the Assessment Report (“Reallocation”). Landowner covenants to comply with this requirement for the Reallocation. The District agrees that no further action by the Board of Supervisors shall be required. The District’s review of the plats shall be limited solely to the Reallocation of Series 2020 Assessments and enforcement of the District’s assessment liens. Nothing herein shall in any way operate to or be construed as providing any other plat and plan approval or disapproval powers to the District.

The purpose of the True-Up calculation is to ensure that the debt per acre remaining on the un-platted lands within the 2020 Assessment Area is never allowed to increase above the ceiling debt per net developable acre level as set forth in the Assessment Report. The ceiling level of debt per acre is calculated as the total amount of debt for the Series 2020 Bonds assigned to the 2020 Assessment Area divided by the number of gross acres within the 2020 Assessment Area. Thus, every time the True-Up calculation is applied, the debt on lands within the 2020 Assessment Area remaining unplatted must remain equal to or lower than the amount indicated in the Assessment Report per gross acre for the 2020 Assessment Area. If not, the District would require a True-Up Payment from the Landowner or the person or entity seeking to file such plat in an amount sufficient to reduce the remaining debt per gross acre to the ceiling amount based on the schedule set forth in Exhibit A to the Assessment Report.

The True-Up calculation shall be performed anytime any land within the 2020 Assessment Area is platted.

If at the time the True-Up calculation is performed, it is determined that the level of ceiling debt is breached, a True-Up Payment shall become due and payable by the Landowner or the person or entity seeking to file such plat. Any such True-Up Payment determined to be due by the Landowner shall be paid in full prior to platting any remaining unsubdivided land within the 2020 Assessment Area. Such True-Up Payment shall be in addition to the regular Series 2020 Assessments installment payable for the lands owned by the Landowner within the 2020 Assessment Area. The District will take all necessary steps to ensure that True-Up Payments are made in a timely fashion, and in all cases, Landowner agrees that such payments shall be made in order to ensure the District’s timely deposit into the Series 2020 Prepayment Subaccount for the extraordinary mandatory redemption, in part, of Series 2020 Bonds in accordance with the District’s First Supplemental Trust Indenture. The District shall record all True-Up Payments in its Improvement Lien book. The District may defer the collection of the True-Up Payment if the Landowner can demonstrate to the District and the Bondholders that there is sufficient development potential in the remaining acreage within the 2020

Assessment Area to build the densities required to support payments to satisfy the respective Series 2020 Assessments annual installment for the Series 2020 Bonds. If such True-Up Payment is made at least 45 days prior to the next redemption date on the Series 2020 Bonds, the Landowner shall include accrued interest as part of the True-Up Payment to such redemption date. If such True-Up Payment becomes due within 45 days of the next redemption date, accrued interest shall be calculated to the next succeeding redemption date.

The foregoing is based on the District's understanding with Landowner that Landowner will plat 322 single family lots, of which 138 lots have been platted, within the 2020 Assessment Area as identified in the Assessment Report, which will equate to 322 ERUs on the property Landowner owns within the 2020 Assessment Area, as set forth in the Assessment Report. However, the District agrees that nothing herein prohibits more or less than the currently planned ERUs from being platted. In no event shall the District collect Series 2020 Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the Series 2020 Project, including all costs of financing and interest. The District, however, may collect Series 2020 Assessments in excess of the annual debt service related to the Series 2020 Project, including all costs of financing and interest, which shall be applied to prepay the Series 2020 Bonds. If the strict application of the True-Up methodology to any Reallocation for any plat pursuant to this paragraph would result in Series 2020 Assessments collected in excess of the District's total debt service obligation for the Series 2020 Project, the District agrees to take appropriate action by resolution to equitably Reallocate the assessments.

SECTION 5. ENFORCEMENT. This Agreement is intended to be an additional method of enforcement of Landowner’s obligation to pay the Series 2020 Assessments and to abide by the requirements of the Reallocation of Series 2020 Assessments, including the making of the True- Up Payment, if any, as set forth in the Assessment Resolutions. A default by any Party under this Agreement shall entitle any other Party to all remedies available at law or in equity, but excluding special, consequential or punitive damages.

SECTION 6. RECOVERY OF COSTS AND FEES. In the event any party is required to  enforce this Agreement by court proceedings or otherwise, then the prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the non-prevailing party all fees and costs incurred, including reasonable attorneys' fees and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings.

SECTION 7. NOTICE. All notices, requests, consents and other communications  hereunder ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, by overnight delivery service, or telecopied or hand delivered to the parties, as follows:

If to the District:	Charles Cove

Community Development District 12051 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

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

If to Developer:	D.R. Horton, Inc.
6200 Lee Vista Blvd., Suite 400
Orlando, Florida 32833
Attn:  	

With a copy to:	Shutts & Bowen LLP
South Orange Avenue, Suite 1600
Orlando, Florida 32801 Attention: Brian Jones

With a copy to:	D.R. Horton, Inc.
Commerce Street 500 D.R. Horton Tower Fort Worth, Texas 76102 Attn: Chief Legal Officer

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

Notwithstanding the foregoing, to the extent Florida law requires notice to enforce the collection of any assessments placed on the 2020 Assessment Area by the District, then the provision of such notice shall be in lieu of any additional notice required by this Agreement.

SECTION 8.	ASSIGNMENT.

Landowner may not assign its duties or obligations under this Agreement except in accordance with the terms of this Section 7(C) below. This Agreement shall constitute a covenant running with lands within the 2020 Assessment Area, binding upon Landowner and its successors and assigns as to the 2020 Assessment Area or portions thereof, and any transferee of any portion of the 2020 Assessment Area, but shall not be binding upon transferees permitted by Sections 7(B)(i), (ii) or (iii) below.

Landowner shall not transfer any portion of the 2020 Assessment Area to any third party without complying with the terms of Section 7(C) below, other than:

Platted and fully-developed lots to homebuilders restricted from re- platting;

Platted and fully-developed lots to end users; and

Portions of the 2020 Assessment Area to be conveyed to Polk County, Haines City, the District, other government agency, a public utility, or the applicable homeowners’ association.

Any transfer of any portion of the 2020 Assessment Area pursuant to subsections (i), (ii) or (iii) of this Section 7(B) shall constitute an automatic release of such portion of the 2020 Assessment Area from the scope and effect of this Agreement.

Landowner shall not transfer any portion of the 2020 Assessment Area to any third party, except as permitted by Section 7(B) above, without satisfying the following conditions (“Transfer Conditions”): (i) causing such third party to assume in writing Landowner’s obligations under this Agreement with respect to such portion of the 2020 Assessment Area intended to be conveyed and (ii) delivering such written assignment and assumption instrument to the District. Any transfer that is consummated pursuant to this Section 7(C) shall operate as a release of Landowner from its obligations under this Agreement as to such portion of the 2020 Assessment Area only arising from and after the date of such transfer and satisfaction of all of the Transfer Conditions, and the transferee assuming Landowner’s obligations in accordance herewith shall be deemed the “Landowner” from and after such transfer for all purposes as to such portion of the 2020 Assessment Area so transferred.

SECTION 9. AMENDMENT. This Agreement shall constitute the  entire  agreement between the Parties as to the matters set forth herein and may be modified in writing only by the mutual agreement of all Parties. This Agreement may not be amended without the prior written consent of the Parties.

SECTION 10. TERMINATION. This Agreement shall continue in effect until it is rescinded in writing by the mutual assent of each Party or until the date on which the lands within the 2020 Assessments Area have been fully platted.

SECTION 11. NEGOTIATION AT ARM’S LENGTH. This Agreement has been negotiated fully between the Parties as an arm’s length transaction. The Parties participated fully in the

preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the Parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against either party.

SECTION 12. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Landowner and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and the Landowner any right, remedy or claim under or by reason of this Agreement or any provisions or conditions of this Agreement; and all of the provisions, representations, covenants and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Landowner and their respective representatives, successors and assigns. Notwithstanding anything herein to the contrary, the Trustee for the Series 2020 Bonds, on behalf of the owners of the Series 2020 Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement. The Trustee shall not be deemed to have assumed any obligations hereunder.

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

SECTION 14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Florida.

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

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

SECTION 17. EFFECTIVE DATE. This Agreement shall become effective after execution by the Parties hereto on the date reflected above.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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

WITNESSES:	CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors
[Print Name]

[Print Name]

STATE OF FLORIDA
COUNTY OF  	

The foregoing instrument was acknowledged before me by means of ▢ physical presence
or   ▢   online notarization  this 	day  of  _ 	,  2020,  by 	,  as
Chairperson of the Board of Supervisors of the Charles Cove Community Development District. He is personally known to me or has produced 	(type of identification) as identification.

(Official Notary Signature & Seal)
Name:	 Personally Known  	 OR Produced Identification  	 Type of Identification  	

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

By:	 Donna Pope

[Print Name]	Vice President and Division President

[Print Name]

STATE OF FLORIDA
COUNTY OF  	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this        day of 	, 2020, by Donna Pope, as Vice President and Division President of D.R. Horton, Inc. She is personally known to me or has produced
 	 (type of identification) as identification.

(Official Notary Signature & Seal)
Name:	 Personally Known  	 OR Produced Identification  	 Type of Identification  	

Exhibit A:	Legal Description of the 2020 Assessment Area
Composite Exhibit B:	Assessment Report

Exhibit A-Legal Description of the 2020 Assessment Area

Charles Cove Community Development District

Resolution 2020-37, Supplemental Assessment Resolution

RESOLUTION 2020-37

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT SETTING FORTH THE SPECIFIC TERMS OF THE DISTRICT’S SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (2020 ASSESSMENT AREA); CONFIRMING THE DISTRICT’S PROVISION OF IMPROVEMENTS; CONFIRMING THE ENGINEER’S REPORT AND THE SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT (PHASE 1); CONFIRMING, ALLOCATING AND AUTHORIZING THE COLLECTION OF SPECIAL ASSESSMENTS SECURING THE SERIES 2020 BONDS; PROVIDING FOR THE APPLICATION OF TRUE-UP PAYMENTS; PROVIDING FOR THE SUPPLEMENTATION OF THE IMPROVEMENT LIEN BOOK; PROVIDING FOR THE RECORDING OF A NOTICE OF SERIES 2020 SPECIAL ASSESSMENTS; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE

WHEREAS, the Charles Cove Community Development District (“District”) has previously indicated its intention to undertake, install, establish, construct or acquire certain public improvements and to finance such public improvements through the imposition of special assessments on benefited property within the District and the issuance of bonds; and

WHEREAS, the District’s Board of Supervisors (“Board”) has previously adopted, after notice and public hearing, Resolution 2020-28, relating to the imposition, levy, collection and enforcement of such special assessments; and

WHEREAS, pursuant to and consistent with the terms of Resolution 2020-28, this Resolution shall set forth the terms of bonds actually issued by the District, and apply the adopted special assessment methodology to the actual scope of the project to be completed with  a series of bonds and the terms of the bond issue; and

WHEREAS, on 	, 2020, the District entered into a Bond Purchase Contract, whereby it agreed to sell $ 		of its Special Assessment Revenue Bonds, Series 2020 (2020 Assessment Area) (the “Series 2020 Bonds”); and

WHEREAS, pursuant to and consistent with Resolution 2020-28, the District desires to set forth the particular terms of the sale of the Series 2020 Bonds and to confirm the liens of the levy of special assessments securing the Series 2020 Bonds.

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 the provisions of Florida law, including Chapters 170, 190 and 197, Florida Statutes, and Resolution 2020-28.

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

On January 15, 2020, the District, after due notice and public hearing, adopted Resolution 2020-28, which, among other things, equalized, approved, confirmed and levied special assessments on property benefiting from the improvements authorized by the District. That Resolution provides that as each series of bonds is issued to fund all or any portion of the District’s improvements, a supplemental resolution will be adopted to set forth the specific terms of each series of the bonds and certifying the amount of the liens of the special assessments securing any portion of the bonds, including interest, costs of issuance, the number of payments due, any True-Up amounts and the application of receipt of any True-Up proceeds.

The Charles Cove Community Development District’s Engineer’s Report for Capital Improvements dated December 4, 2019, attached to this Resolution as Exhibit A (the “Engineer’s Report”), which identifies and describes the presently expected components of the infrastructure improvements of the District (the “Improvements”), to be financed all or in part with the Series 2020 Bonds benefiting those lands identified as Phase 1 (the “Series 2020 Project”), as described in the Engineer’s Report, and the estimated costs of the Series 2020 Project as $ 	. The District hereby confirms that the Series 2020 Project serves a proper, essential and valid public purpose. The Engineer’s Report is hereby approved, adopted, and confirmed. The District ratifies its use in connection with the sale of the Series 2020 Bonds.

Master Assessment Methodology Phase 1 dated December 10, 2019 (the "Phase 1 Master Report"), as supplemented by the Supplemental Assessment Methodology Phase 1 dated April, 2020 (the "Supplemental Report" and, together with the Phase 1 Master Report, the “Assessment Report”), attached to this Resolution as Composite Exhibit B, is applied to the actual terms of the Series 2020 Bonds. The Assessment Report is hereby approved, adopted and confirmed. The District ratifies its use in connection with the sale of the Series 2020 Bonds.

The Series 2020 Project will specially benefit certain property within the District, a legal description of which is attached hereto as Exhibit C (“2020 Assessment Area”). It is reasonable, proper, just and right to assess the portion of the costs of the Series 2020 Project financed with the Series 2020 Bonds to the specially benefited properties within the District as set forth in Resolution 2020-28, and this Resolution.

SECTION 3.	CONFIRMATION OF MAXIMUM ASSESSMENT LIEN FOR SERIES 2020
BONDS. As provided in Resolution 2020-28, this Resolution is intended to set forth the terms of the Series 2020 Bonds and the final amount of the liens of the special assessments securing those bonds.

The Series 2020 Bonds, in a par amount of $ 	, shall bear such rates of interest and maturity as shown on Exhibit D attached hereto. The final payment on the Series 2020 Bonds shall be  due on 	. The estimated sources and uses of funds of the Series 2020 Bonds shall be as set forth in Exhibit E. The debt service due on the Series 2020 Bonds is set forth on Exhibit F attached hereto.

The lien of the special assessments securing the Series 2020 Bonds on 2020 Assessment Area (the “Series 2020 Assessments”), shall be the principal amount due on the Series 2020 Bonds, together with accrued but unpaid interest thereon, and together with the amount by which annual assessments are grossed up to include early payment discounts required by law and costs of collection. The Series 2020 Bonds are secured solely by the lien against  2020 Assessment Area.

SECTION 4.	ALLOCATION OF ASSESSMENTS SECURING THE SERIES 2020 BONDS.

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

The lien of the Series 2020 Assessments securing the Series 2020 Bonds includes all property within 2020 Assessment Area, and as such land is ultimately defined and set forth in any plats, certificates of occupancy or other designations of developable acreage.

Taking into account capitalized interest and earnings on certain funds and accounts as set forth in the Master Trust Indenture, dated as of May 1, 2020, and the First Supplemental Trust Indenture, dated as of May 1, 2020 (together, the “Indenture”), the District shall begin annual collection of the Series 2020 Assessments for the Series 2020 Bonds debt service payments using the methods available to it by law. Debt service payments and semi- annual installments of interest are reflected on Exhibit F. The Series 2020 Bonds include an amount for capitalized interest through 	.

The Series 2020 Assessments may be paid in not more than thirty (30) substantially equal consecutive annual installments of principal and interest. Series 2020 Assessments may be paid in full without interest at any time within thirty (30) days after the completion of the Improvements and the adoption by the Board of a resolution accepting the Improvements; provided, however, that the Board shall at any time make such adjustments by resolution, at a noticed meeting of the Board, to that payment schedule as may be necessary and in the best interests of the District to account for changes in long and short term debt as actually issued by the District. All impact fee credits received shall be applied against the outstanding indebtedness of any debt issuance that funded the improvement giving rise to the credits which application may be addressed by such resolutions. At any time subsequent to thirty (30) days after the Improvements have been completed and a resolution accepting the Improvements has been adopted by the Board, the Series 2020 Assessments may be prepaid in full including interest amounts to the next succeeding interest payment date or to the second succeeding interest payment date if such a prepayment is made within forty-five (45) calendar days before  an interest payment date (or such other time as set forth in the supplemental indenture for the applicable series of bonds secured by the debt assessment in question). The owner of property subject to Series 2020 Assessments may prepay the entire remaining balance of the Series 2020

Assessments at any time, or a portion of the remaining balance of the Series 2020 Assessments one time if there is also paid, in addition to the prepaid principal balance of the Series 2020 Assessments, an amount equal to the interest that would otherwise be due on such prepaid amount on the next succeeding interest payment date, or, if prepaid during the forty-five day period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date (or such other time as set forth in the supplemental indenture for the applicable series of bonds secured by the debt assessment in question). Prepayment of Series 2020 Assessments does not entitle the property owner to any discounts for early payment.

The District hereby certifies the Series 2020 Assessments for collection and directs staff to take all actions necessary to meet the time and other deadlines imposed by Polk County and Florida law for collection. The District intends, to the extent possible and subject to entering into the appropriate agreements with the Polk County Tax Collector and Polk County Property Appraiser (or other appropriate Polk County, Florida officials) to collect the Series 2020 Assessments on platted lands contained within a plat or certificate of occupancy using the Uniform Method in Chapter 197, Florida Statutes. The District intends, to the extent possible, to directly bill, collect and enforce the Series 2020 Assessments on lands not included within an approved plat or certificate of occupancy unless in any year, the District determines it to be in its best interest to collect such assessments using the Uniform Method in Chapter 197, Florida Statutes.  The District Manager shall prepare or cause to be prepared each year an assessment  roll for purposes of effecting the collection of the Series 2020 Assessments and present same to the District Board as required by law. The District Manager is further directed and authorized to take all actions necessary to collect special assessments on property using methods available to the District authorized by Florida law in order to provide for the timely payment of debt service.

SECTION 5.	APPROVAL OF TRUE-UP PROCESS AND APPLICATION OF TRUE-UP
PAYMENTS. Pursuant to Resolution 2020-28, there may be required from time to time certain True-Up payments. As parcels of land are included in a plat or certificate of occupancy, the Series 2020 Assessments securing the Series 2020 Bonds shall be allocated as set forth in Resolution 2020-28, this Resolution, and the Assessment Report, including, without limitation, the application of the True-Up process set forth in the Assessment Report.

Based  on  the   final  par   amount  of  $ 	in Series 2020 Bonds, the True-Up
calculations will be made in accordance with the process set forth in the Assessment Report.  The District shall apply all True-Up payments related to the Series 2020 Bonds only to the credit of the Series 2020 Bonds. All True-Up payments, as well as all other prepayments of Series 2020 Assessments, shall be deposited into the accounts specified in the Indenture governing the Series 2020 Bonds.

SECTION 6. IMPROVEMENT LIEN BOOK. Immediately following the adoption of this Resolution, the Series 2020 Assessments as reflected herein shall be recorded by the Secretary of the Board of the District in the District’s Improvement Lien Book. The Series 2020 Assessments or assessments against each respective parcel shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.

SECTION 7. OTHER PROVISIONS REMAIN IN EFFECT. This Resolution is intended to supplement Resolution 2020-28, which remains in full force and effect. This Resolution and Resolution 2020-28 shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.

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

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

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

APPROVED AND ADOPTED this 20th day of May, 2020.

ATTEST:	CHARLES COVE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Engineer’s Report for Capital Improvements dated December 4,
2019
Composite Exhibit B:	Master Assessment Methodology Phase 1 dated December 10,
2019,	as	supplemented	by	the	Supplemental	Assessment Methodology Phase 1 dated April, 2020
Exhibit C:	Legal Description of 2020 Assessment Area
Exhibit D:	Maturities and Coupons of Series 2020 Bonds
Exhibit E:	Sources and Uses of Funds for Series 2020 Bonds
Exhibit F:	Annual Debt Service Payment Due on Series 2020 Bonds

Exhibit A

Engineer’s Report for Capital Improvements dated December 4, 2019

Composite Exhibit B

Master Assessment Methodology Phase 1 dated December 10, 2019, as supplemented by the
Supplemental Assessment Methodology Phase 1 dated April, 2020

Exhibit C: Legal Description of 2020 Assessment Area

Exhibit D: Maturities and Coupons of Series 2020 Bonds

Exhibit E: Sources and Uses of Funds for Series 2020 Bonds

Exhibit F: Annual Debt Service Payment Due on Series 2020 Bonds

Charles Cove Community Development District

Funding Request No. 2

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 002
5/3/2020		
Item No.	Vendor	Invoice Number	General Fund	

1	
Developer Funding Request	
--	
$ 40,000.00	

TOTAL	$ 40,000.00

Board Member

Please Return To:
Charles Cove CDD
c/o PFM Group Consulting 12051 Corporate Boulevard
Orlando, FL 32817
(407) 723-5900 // LaneA@pfm.com

Charles Cove Community Development District

Payment Authorization Nos. 1-8

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Payment Authorization No. 1	
1/10/2020	

Item	Vendor	Invoice	General	
No.		Number	Fund	

1	PFM Group	Consulting	
DM Fee: Dec	ember 2019	107762	

$  2,083.33

TOTAL	$  2,083.33

Officer		Board Member	

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Payment Authorization No. 2	
1/24/2020	

Item	Vendor	Invoice	General	
No.		Number	Fund	

1	PFM Group	Consulting	
DM Fee: Jan	uary 2020	DM-01-2020-0090	

$  2,083.33

TOTAL	$  2,083.33

Officer		Board Member	

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Payment Authorization No. 3	
1/31/2020	

Item	Vendor	Invoice	General	Construction	
No.		Number	Fund	Fund	

1	Hopping Green & Sams		
General Counsel Through 12/31/	2019	112327	
2019 Bond Validation Counsel T	hrough 12/31/2019	112328	
Phase 1 Acquisition & Construct	on Counsel Through 12/31/2019	112329	

$ 3,375.00	
$ 2,574.00	

$ 8,065.32

i

$   8,065.32	$ 5,949.00

TOTAL	$ 14,014.32

Officer		Board Member	

Please Return To:
Charles Cove CDD
c/o PFM Group Consulting 12051 Corporate Boulevard
Orlando, FL 32817

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Payment Authorization No. 4	
2/21/2020	

Item	Vendor	Invoice	General	
No.		Number	Fund	

1	Egis Insu	rance Advisors	
FY 2020 I	nsurance	10461	

$ 4,109.00

2	PFM Group Consulting

$ 2,083.33	
$	15.59	

DM Fee: February 2020	DM-02-2020-0089
Reimbursables: November 2019	OE-EXP-00549

TOTAL	$ 6,207.92

Officer		Board Member	

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Payment Authorization No. 5	
2/28/2020	

Item	Vendor	Invoice	General	Construction	
No.		Number	Fund	Fund	

1	Hopping Green & Sams		
General Counsel Through	01/31/2020	112920	
2019 Bond Validation Cou	nsel Through 01/31/2020	112921	

$ 4,099.50
$ 1,546.50

2	PFM Gr	oup Consulting	
Billable	Expenses	108463	

$ 9,027.69

13,127.19	1,546.50

TOTAL	$ 14,673.69

Officer		Board Member	

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Payment Authorization No. 6	
3/13/2020	

Item	Vendor	Invoice	General	
No.		Number	Fund	

1	The Ledger		
Legal Advertising	on 02/26/2020	L060G0J617	

$	346.50

2	PFM Group	Consulting	
DM Fee:	March 2020	DM-03-2020-0089	

$  2,083.33

TOTAL	$  2,429.83

Officer		Board Member	

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Payment Authorization No. 7	
3/27/2020	

Item	Vendor	Invoice	General	Construction	
No.		Number	Fund	Fund	

1	Hopping Green & S	ams	
General Counsel Thr	ough 02/29/2020	113615	
2019 Bond Validation	Through 02/29/2020	113616	

$ 1,702.50
$ 2,130.45

2	PFM Group Co	nsulting	
February/March	Reimbursables	108802	

$	616.44

2,318.94	2,130.45

TOTAL	$ 4,449.39

Officer		Board Member	

CHARLES COVE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Payment Authorization No. 8	
4/24/2020	

Item	Vendor	Invoice	General	Construction	
No.		Number	Fund	Fund	

1	Hopping Green & S	ams	
General Counsel Thr	ough 03/31/2020	114115	
2019 Bond Validation	Through 03/31/2020	114116	

$  2,770.76

2	PFM Gro	up Consulting	
DM Fee:	April 2020	DM-04-2020-0089	

$  2,083.33

$  4,854.09

$  6,186.26

$  6,186.26

TOTAL	$11,040.35

Officer		Board Member	

Charles Cove Community Development District

District Financial Statement
(provided under separate cover)