Longleaf Pine Community Development District
3501 Quadrangle Boulevard, Suite 270, Orlando, FL 32817; Phone 407-723-5900; Fax 407-723-5901

The following is the Agenda for the meeting of the Board of Supervisors for the Longleaf Pine Community Development District, scheduled to be held Thursday, May 19, 2022, at 11:00 a.m. at the Guy Harvey Resort St. Augustine Beach- 860 A1A Beach Blvd, St Augustine Beach, FL 32080. Questions or comments on the Board Meeting or proposed agenda may be addressed to Vivian Carvalho at carvalhov@pfm.com or (407) 723-5900. A quorum (consisting of at least three of the five Board Members) will be confirmed prior to the start of the Board Meeting.

If you would like to attend the Board Meeting by phone, you may do so by dialing:

Call in number: 1-844-621-3956 Passcode: 790 562 990 #
https://pfmgroup.webex.com/meet/carvalhov

BOARD OF SUPERVISORS’ MEETING AGENDA
Roll Call to Confirm Quorum
Public Comment Period

General Business Matters

Consideration of Supplemental Engineer’s Report
Consideration of Supplemental Assessment Methodology Report
Consideration of Lands Legal Description
Consideration of Resolution 2022-37, Special Assessment Resolution
Exhibit A	Supplemental Engineer’s Report, dated March 17, 2022
Exhibit B	Supplemental Assessment Methodology, Series 2022 Bonds, dated May 11, 2022
Exhibit C	Legal Description
Exhibit D	Maturities and Coupons of Series 2022 Bonds
Exhibit E	Sources and Uses of Funds for Series 2022 Bonds
Exhibit F	Annual Debt Service Payment Due on Series 2022 Bonds
Consideration of Completion Agreement
Consideration of Collateral of Assignment Agreement
Consideration of Declaration of Jurisdiction Agreement
Consideration of True-up Agreement
Consideration of Acquisition Agreement
Other Business Staff Reports
District Counsel District Engineer

District Manager
Supervisor Requests and Audience Comments Adjournment

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Supplemental Engineer’s Report

SUPPLEMENTAL ENGINEER’S REPORT CAPITAL IMPROVEMENTS FOR INFRASTRUCTURE

FOR
LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT
ST. JOHNS COUNTY, FLORIDA

JANUARY 19, 2022

PREPARED BY:

DUNN & ASSOCIATES, INC.
8647 BAYPINE ROAD, SUITE 200
JACKSONVILLE, FL 32256

Longleaf Pine
Capital Improvements for Infrastructure	Page 1 of 5

TABLE OF CONTENTS
Background

District Infrastructure

Stormwater Management Improvements

Roadway Improvements

Water, Reuse and Sewer Improvements

Water Distribution
Reuse Distribution
Sewage Collection
Pump Stations

Landscaping / Entranceway

EXHIBITS:

Exhibit “1”  General Location Map

Exhibit “2” Parcel No. 1 and No. 2 Legal Descriptions Exhibit “2A” Parcel No. 3 Legal Description
Exhibit “2B” Parcel 1 Legal Map Exhibit “2C” Parcel 2 Legal Map Exhibit “2D” Parcel 3 Legal Map Exhibit “3”  Project Layout
Exhibit “4”	Existing / Future Land Use Map Exhibit “5A” Master Water Plan
Exhibit “5B” Master Reuse Plan Exhibit “5C”  Master Sewer Plan
Exhibit “5D” Master Drainage Plan Exhibit “6”	Proposed Infrastructure Plan Exhibit “7”	Estimated Cost Summary

Longleaf Pine
Capital Improvements for Infrastructure	Page 2 of 5

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENTS FOR INFRASTRUCTURE
Background
Longleaf Pine Community Development District (the “District” or “CDD”) encompasses
528.53 acres of land in three parcels. The property is at the intersection of Longleaf Pine Pkwy. and Veterans Pkwy. in St. Johns County.

ICI Crossroads Holdings, LLC, (the “Developer”) is serving as the master developer of Longleaf Pine (the “Development”), a master planned residential community planned to include 426 residential units and recreational facilities. The Development’s boundaries are entirely within the boundaries of the District. The District was created to finance, acquire, construct, and in some instances, operate and maintain certain public infrastructure improvements (the “Capital Improvement Plan”, described herein) that will support the Development. A portion of the Capital Improvement Plan is anticipated to be financed with special assessment bonds issued by the District.

The Development is generally located in the NE, NW and SW quadrants of Longleaf Pine Pkwy. and Veterans Pkwy. intersection in St. Johns County.

The lands within the Development have been approved by the St Johns County Board of County Commissioners as a Planned Unit Development (PUD). The PUD Ordinance Number 2018-29 allows for up to 426 single-family detached residential units, some non- residential development (which is not a part of the CDD) and certain recreational facilities. Of the approximately 529 gross acres comprising the District 208 acres are considered developable areas. These 208 developable acres include approximately 33 acres of proposed lakes and approximately 23 acres of proposed road rights-of-way. Minor revisions to the currently contemplated development program can be implemented if consistent with the County-approved PUD however the current development plan for the Development is consistent with the approved PUD.

Various lakes will be excavated to handle stormwater runoff. Wetland mitigation bank credits have been purchased to offset wetland impacts from the proposed improvements within Phase 1.

Landscaping and signage improvements are planned at numerous common areas.

Water, reuse and sewer improvements will be constructed to serve the Development including watermains, fire hydrants, reuse mains, two sewage pump stations, force mains, gravity sewer, and other appurtenances.

Transportation improvements will include paving and drainage construction within the District as required by St. Johns County. In addition, offsite roadway improvements including the southerly extension of Veterans Pkwy. will be completed by the Developer but are not included in the Capital Improvement Project. Since CDD parcel 3 will be gated and the roads maintained by the Homeowners Association, the onsite roadway costs are not included in the Capital Improvement Plan.

Longleaf Pine
Capital Improvements for Infrastructure	Page 3 of 5

The only roadway improvement cost contemplated in the Capital Improvement Plan is the section of road between the gate and Veterans Pkwy. along with curb and gutter throughout the development since the curb conveys drainage runoff and is part of the drainage system. The applicable permits for the Development include a St. Johns River Water Management District Environmental Resource Permit, Florida Department of Environmental Protection (FDEP) State 404 Program Individual Permit for wetland impacts, St. Johns County Development Review approval, FDEP Water Distribution Permit and FDEP Wastewater Collection Permits. The SJRWMD permit, the FDEP water and sewer permits, the FDEP State 404 Program Individual permit and St. Johns County approvals have all been issued for the initial phase of construction (153 lots in the SW parcel 3) and construction is currently underway. Permitting is underway for the 35 lots in Phase 2 and the Amenity Center.

Permit Status:

St. Johns River Water Management District Permit No. 113098-16 (for all site horizontal improvements, plus dredge and fill operations in District jurisdictional wetlands) for Phase 1 was issued 12/14/2020 and expires 12/14/2025.
FDEP Water Distribution System Permit No. 0159044-818-DSGP for Phase 1 was issued 11/18/2019 and expires 11/17/2024.
FDEP Sewage Collection/Transmission System Permit No. 0143628-369-DWC for Phase 1 was issued 11/18/2019 and expires 11/17/2024.
St. Johns County engineering plans approval under SUBCON 2019-000025 for Phase 1 was issued 01/25/2021 and expires 01/25/2026.
FDEP State 404 Program Individual Permit No. 55-396565-001-SFI for Phase 1 was issued7/9/21 and expires 7/9/26.

The capital improvements reflected in this report represent the present intentions of the District. The implementation of any improvements discussed in this plan requires the final approval by many regulatory and permitting agencies including Board of County Commissioners of St. Johns County. The actual improvements may vary from the capital improvements in this report based upon changes in regulatory criteria, permitting requirements, the development needs of the lands within the District and other such changes in the Development. This report, therefore, may be amended from time to time.

Cost estimates contained in this report have been prepared based on the best available information at this time and are a reasonable estimation based on current unit prices in the area. The actual costs of construction, final engineering design, planning, approvals and permitting may vary from cost estimates presented.

Phase one of the Capital Improvement Plan includes 153 lots with completion of the residential infrastructure anticipated in Spring 2022 for Phase 1.

Ultimate project buildout is presently expected to occur over a several year period depending on market conditions. See Exhibit 3 for the project phasing.

Longleaf Pine
Capital Improvements for Infrastructure	Page 4 of 5

District Infrastructure (Capital Improvement Plan)
Stormwater Management Improvements
The lands within the District are made up of pine forests, wetlands and smaller areas of upland hardwood forests. The natural runoff from Parcel 1 flows west, Parcel 2 flows east into a wetland and Parcel 3 flows into the existing JEA easement to the south, and to the west into a wetland system.

The proposed stormwater management improvements will provide water quality treatment and flood control for all property within the CDD. Such improvements include curbing, inlets, pipes, roadway underdrain, stormwater lakes and lake outfall control structures. Some of the future lakes will be interconnected. The local drainage systems and the lakes are designed to meet the requirements of St. Johns County and the St. Johns River Water Management District.

The cost of the master storm drainage system includes the collection and conveyance systems. The cost of the mass earthwork associated with lake excavation and lake outfall control structures is also included. Such mass earthwork does not include any subsequent grading that may be required for lot pad development or home construction, which will not be financed by the District. These stormwater management facilities will be owned and operated by the District.

Wetland impacts associated with the proposed development require mitigation. The approved mitigation for Phase 1 consists of wetland preservation and wetland mitigation bank credits. The wetland mitigation credit costs are included in the Capital Improvement Plan.

Roadway Improvements
A description of the roadway improvements follows.

The proposed road system will include construction of the numerous interior minor roadways within the development. The road improvements consist of the paving, curbing, limerock base, stabilized subgrade and sidewalks.

All interior roads will be constructed by the developer and dedicated to the Homeowners Association for operation and maintenance. The $470,000 roadway cost estimate listed in exhibit 7 includes only that portion of road way between the gate and Veterans Pkwy. in parcel 3 and all of the curbing along all interior minor roadways within the development.

As previously mentioned, Veterans Parkway south of Longleaf Parkway with turn lanes into the site will be completed by the developer but the cost is not included in this Capital Improvement Plan.

Longleaf Pine
Capital Improvements for Infrastructure	Page 5 of 5

Water, Reuse and Sewer Improvements
The District presently intends to finance, design, construct, install and/or acquire water, reuse and sewer facilities within its boundaries. The District financed water, reuse and sewer improvements include the complete water, reuse and sewer systems including two sewage pump stations and associated sewage forcemain.

Water Distribution
The District intends to provide a complete water transmission and distribution system, including fire protection and water service to serve all property within the District.

Reuse Distribution
The District intends to provide a complete reuse irrigation transmission and distribution system and reuse service to serve all property within the District.

Sewage Collection
The District intends to provide a sewage collection system including gravity sewer, manholes and sewer services to serve all property within the District.
Pump Stations
The District intends to install two (2) sewage pumping stations with associated forcemains within the boundaries of the District.

All water, reuse and sewer design and construction will meet the requirements of St. Johns County and JEA. These facilities will be owned, operated, and maintained by JEA after construction and dedication by the District. JEA has issued a Water and Sewer Availability Letter which confirms service availability for the Development. In addition, JEA has approved the construction plans and issued permits for the water, reuse and sewer construction for Phase 1.

Landscaping / Entranceway
The District intends to finance, design, construct and/or acquire certain landscaping and entry features within its boundaries. These improvements are to include roadway streetscape tree planting, irrigation, signage, fencing and entranceway features ancillary to the roadway improvements, and in common areas. These facilities will be owned, operated, and maintained by the District.

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 1

GENERAL LOCATION

May 25, 2021

LEGEND

LONGLEAF PINE CDD

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 2

PARCEL LEGAL DESCRIPTIONS

May 25, 2021

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 2A

PARCEL LEGAL DESCRIPTIONS

May 25, 2021

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 2A

 EXHIBIT 2B 

PARCEL 1 LEGAL MAP

May 25, 2021

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 2C

EXHIBIT 2B

PARCEL 2 LEGAL MAP

May 25, 2021

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 2C

 EXHIBIT 2D 

PARCEL 3 LEGAL MAP

May 25, 2021

LONGLEAF PINE
DEVELOPMENT PHASING	COMMUNITY

PHASE 1	153 LOTS
PHASE 2	35 LOTS

DEVELOPMENT DISTRICT

FUTURE	238 LOTS	VETERANS	EXHIBIT 3

TOTAL	426 LOTS

PARK

PROJECT LAYOUT

FUTURE

FUTURE

FUTURE	PHASE 1
GATED
ENTRANCE
AMENITY CENTER

FUTURE

CREEKSIDE HIGH SCHOOL

May 25, 2021

PHASE 1	PHASE 2

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

JULINGTON CREEK DRI

RESIDENTIAL-B

RES-C

EXHIBIT 4

EXISTING / FUTURE LAND USE

May 25, 2021

PARK / RECREATION

PUBLIC

COMMUNITY COMMERCIAL

LEGEND

LONGLEAF PINE CDD

RESIDENTIAL-B
RESIDENTIAL-C

RESIDENTIAL-B

COMMUNITY COMMERCIAL
RUR / SYLV

RUR / SYLV

RESIDENTIAL-B

EXISTING WATER MAINS
W	PROPOSED WATER MAINS
NOTE: EXACT SIZE AND LOCATION OF WATER MAINS WILL BE DETERMINED AT TIME OF FINAL
ENGINEERING DESIGN. RESIDENTIAL SITE PLANS ARE PRELIMINARY AND SUBJECT TO CHANGE.

LEGEND

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 5A

4"WM

EXIST 16"WM

MASTER WATER PLAN

MMaayy 2265,, 22002211

EXIST 16"WM

8"WM

8"WM

10"WM

4"WM

12"WM

8"WM

EXIST 16"WM

12"WM

EXIST 16"WM

12"WM	4"WM
10"WM
4"WM	8"WM
4"WM

8"WM
12"WM	4"WM

LEGEND

EXISTING REUSE MAINS
R	PROPOSED REUSE MAINS
NOTE: EXACT SIZE AND LOCATION OF REUSE MAINS WILL BE DETERMINED AT TIME OF FINAL
ENGINEERING DESIGN. RESIDENTIAL SITE PLANS ARE PRELIMINARY AND SUBJECT TO CHANGE.

4"RM

EXIST 20"RM

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 5B

MASTER REUSE PLAN

MMaayy 2265,, 22002211

EXIST 16"RM

6"RM

6"RM

8"RM

4"RM

6"RM

6"RM			8"RM	
6"RM			

		4"RM	
				
4"RM				
4"RM				

8"RM

EXIST 20"RM

EXIST 16"RM

 	 	 	

6"RM

8"RM	4"RM

LEGEND

EXISTING FORCE MAINS
FM		PROPOSED FORCE MAINS PROPOSED SEWER MAINS
NOTE: EXACT SIZE AND LOCATION OF SEWER MAINS WILL BE DETERMINED AT TIME OF FINAL
ENGINEERING DESIGN. RESIDENTIAL SITE PLANS ARE PRELIMINARY AND SUBJECT TO CHANGE.

8"SS (TYP)

EXIST 16"FM

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 5C

MASTER SEWER PLAN

MMaayy 2265,, 22002211

8"SS (TYP)

6"FM

EXIST 16"FM

6"FM

PUMP
STATION NO. 2

PUMP
STATION NO. 1

LEGEND

PROPOSED STORM DRAINAGE PIPES
2	STORMWATER POND

NOTE: EXACT SIZE AND LOCATION OF STORM MAINS WILL BE DETERMINED AT TIME OF FINAL
ENGINEERING DESIGN. RESIDENTIAL SITE PLANS ARE PRELIMINARY AND SUBJECT TO CHANGE.

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 5D

MASTER DRAINAGE PLAN

MMaayy 2265,, 22002211

16
18	17

15

13	8	14

12
7	GATED
ENTRANCE
5

6	4	AMENITY
11	CENTER
3

10

9

1
2

EXHIBIT “6”

PROPOSED INFRASTRUCTURE PLAN LONGLEAF PINE
COMMUNITY DEVELOPMENT DISTRICT

FACILITY	OWNERSHIP	OPERATION	
		MAINTENACE	
Roadways	HOA & CDD	HOA & CDD	
Water, Reuse & Wastewater	JEA	JEA	
Stormwater Management	CDD	CDD	
Landscaping/Entranceway	CDD	CDD	

Acceptance of any offer of dedication shall be at the sole discretion of the Board of County Commissioners. Nothing herein shall be construed as affirmative acceptance by the Board of County Commissioners of improvements or any operation and maintenance obligation of the District.

EXHIBIT “7”

ESTIMATED COST SUMMARY LONGLEAF PINE
COMMUNITY DEVELOPMENT DISTRICT

COST ESTIMATE SHEET
LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

INFRASTRUCTURE COSTS

Annual Outlay3

Total	2021	2022	2023

1. Clearing and Earthwork	4,757,500	1,409,760	352,440	2,995,300	
2. Roadway Improvements	470,000	200,000	20,000	250,000	
3. Utilities (Water, Reuse, Sewer) 1	6,310,700	1,870,000	467,500	3,973,200	
4. Stormwater Systems	2,611,000	633,000	514,000	1,464,000	
5. Landscaping/Entrance Way	527,000	0	527,000	0	
6. Engineering, Testing, Planning, CEI	850,000	400,000	200,000	250,000	
TOTAL COSTS	$15,526,200
Includes all Water, Reuse, Sewer, Sewer Force Main, and Pump Stations.
These estimates contemplate the exercise of special powers pursuant to Sections 190.012(2)(a) and 190.012(2)(d), Florida Statutes.
Represents anticipated annual outlay of costs based on anticipated construction timeline.
10% contingency has been added to all costs in 2021 and 2022.

Note: This exhibit identifies the current intentions of the District and is subject to change based upon various factors such as future development plans or market conditions.

All estimates are 2021 dollars. All estimated costs are based on existing contracts for phase 1 and projections for the future phases. This cost summary contemplates the exercise of special powers by the District.

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Supplemental Assessment Methodology Report

SUPPLEMENTAL ASSESSMENT METHODOLOGY, SERIES 2022 BONDS

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

May 2022

Prepared for:

Members of the Board of Supervisors,
Longleaf Pine Community Development District

Prepared on May 11, 2022

PFM Financial Advisors LLC
3501 Quadrangle Boulevard, Ste 270
Orlando, FL 32817

SUPPLEMENTAL ASSESSMENT METHODOLOGY, SERIES 2022 BONDS LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

May 11, 2022

Introduction

Purpose

This Supplemental Assessment Methodology, Series 2022 Bonds (“Supplemental Report”) provides a methodology for allocating the assessments securing the repayment of the planned Series 2022 Capital Improvement Revenue Bonds (“Series 2022 Bonds” or “Bonds”) to be issued by the Longleaf Pine Community Development District (the, “District”). This Supplemental Report applies and operates pursuant to the “Master Assessment Methodology,” (“Methodology”) dated October 12, 2021.

This Methodology is designed to conform to the requirements of Chapters 170, 190, and 197 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

Background

The District was created on September 23, 2021. The District encompasses approximately 528.53 acres in St. Johns County. Dunn & Associates, Inc. (“District Engineer”) prepared the Engineer’s Report Capital Improvement For Infrastructure for Longleaf Pine, dated October 12, 2021 (the "Master Engineer's Report") describing the capital improvement program for the District (the "CIP") which was estimated to cost approximately $18.1 million. The Supplemental Engineer’s Report Capital Improvements for Infrastructure, dated March 17, 2022 (“Engineer’s Report”)1 includes updated CIP costs in the amount of
$15,526,200, (the, “Series 2022 Project”) and provides a description of the area and a location map.

This Supplemental Report provides a methodology to allocate the debt over the approximately 528.53 acres in the District that will receive a special benefit from the installation of the proposed District’s portion of the capital improvement plan (“CIP” and/or “Series 2022 Project”). It is the District’s debt-funded capital infrastructure improvements that will allow the development of the lands within the District. By making development of the lands within the District possible, the District creates benefits to the lands within the District.

1 Dunn & Associates, Inc.., (March 17, 2022), “Supplemental Engineer’s Report Capital Improvement for Infrastructure”

The methodology described herein allocates the District’s debt to the District’s lands based upon the benefits received from the infrastructure program. This report is designed to conform to the requirements of Chapter 170, F.S. with respect to special assessments and is consistent with our understanding of the case law on this subject.2

Projected Land Use Plan for the District

Table 1 summarizes the land use development plan. As detailed in the Engineer’s Report, the land use plan envisions a mix of residential units over multiple phases. At this time the established development entity ICI Crossroads Holdings, LLC (“Developer”) intends to develop the property as described in the Engineer’s Report.

Table 1. Development Plan for Longleaf Pine

Land Use	Total	
SF 50’ Lot	58	
SF 60’ Lot	368	
Totals	426	
Source: Developer and Dunn and Associates, Inc

The Series 2002 Project is based on the land uses the Developer plans for the lands within the District as shown in Table 1. However, until either: (a) parcels of land along with their development entitlements are sold by the landowner to the new landowner and entitlements conveyed or (b) plats are filed, the precise land uses are unknown.

The methodology described herein initially allocates the District’s debt over the gross acreage in the District on an equal acreage basis. As such acreage is sold with entitlements transferred thereto or is developed and platted, the Series 2022 Assessments are allocated on a per lot basis.

The Series 2022 Assessments levied in connection with the Series 2022 Bonds will initially be allocated over all acreage within the District. The Series 2022 Assessments will then be allocated on a per lot basis upon sale of property with specific entitlements transferred thereon or platting of the units within the District. Based on the sizing of the Series 2022 Bonds, it is anticipated the Series 2022 Assessments levied in connection with the Series 2022 Bonds will be allocated to the assessable units within the District as illustrated in Tables 4 and 5.

CIP - Infrastructure Installation

The District will construct its public infrastructure and improvements as outlined in the Engineer’s Report, as prepared by the District Engineer. The District infrastructure and improvements for the District’s Series 2022 Project are presented in Table 2.

2 See for City of Winter Springs v. State, 776 So.2d 255 (Fla 2003) and City of Boca Raton, v. State, 595 So.2d 25 (Fla 1992)

Table 2. Summary of CIP Cost Estimates – Series 2022 Project
		
	Item No.	Description	TOTALS	
	1	Clearing and Earthwork	$4,757,500	
	2	Roadway Improvements	$470,000	
	3	Utilities (Water, Reuse, Sewer, Electrical)	$6,310,700	
	4	Stormwater Systems	$2,611,000	
	5	Landscaping/Entrance Way	$527,000	
	6	Engineering, Testing, Planning, CEI	$850,000	
		Total	$15,526,200	
`	Source: Dunn and Associates, Inc.
Any costs outlined in the Engineer's Report not funded with bond proceeds will be funded via Developer's Agreement with the District

Requirements of a Valid Assessment Methodology

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

Special Benefits and General Benefits

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

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

2.0	CIP Plan of Finance

The District’s Series 2022 Bonds will have a total par value of $9,370,000. Table 3 presents the details for the Series 2022 Bonds.

Table 3. Details of the Series 2022 Bonds

Bond Fund
Construction/Acquisition Fund	Total Bonds Value
$8,504,563	
Debt Service Reserve	$317,500	
Capitalized Interest	$218,737	
Costs of Issuance (includes Underwriter’s Discount)	$329,200	
Maximum Bond Principal	$9,370,000	

Average Annual Interest Rate:	
5.44%	
Term (Years):	30	
Maximum Net Annual Debt Service:	$635,000	
Maximum Gross Annual Debt Service (1):	$675,532	
Source: MBS Capital Markets LLC
(1) Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 6.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

Assessment Methodology

Assessment Foundation

The assessment methodology consists of five steps described below. First, the District Engineer estimates the costs for the District improvements needed for the buildout of the District. Second, the District Engineer determines the gross acres that benefit from the Series 2022 Project. Third, the District’s bond underwriter and AC determine the total funding amount (including financing costs) needed to acquire and/or construct a portion of the Series 2022 Project. Fourth, consistent with the Master Methodology, this amount is initially divided equally among the benefited properties in the District on a gross assessable acreage basis. Finally, as land is sold with entitlements or platted, the debt is allocated on a per lot basis on the assessable lands within the District.

As described more fully below, the District is issuing $9,370,000 in Series 2022 Bonds to fund a portion of the Series 2022 Project to provide for a debt service reserve account, to capitalize a portion of the interest on the Series 2022 Bonds, and to fund other costs associated with issuing the Series 2022 Bonds. It is the debt represented by the Series 2022 Bonds that is anticipated to be fully allocated to properties within the District that benefit from the Series 2022 Project.

Allocation of Specific Assessments

The assessment methodology allocates debt to specific properties in the District based upon the benefit that each one receives from the Series 2022 Project funded by proceeds of the Series 2022 Bonds. The improvements proposed for Series 2022 Project in the District to be acquired and/or constructed with District funds will benefit all acres in the District. Each of the acres of land within the District will initially share equally in the benefits/costs bestowed by such improvements and upon sale with entitlements transferred thereto or property is developed and platted the special assessments securing the Series 2022 Bonds will be allocated on a per lot basis, as illustrated in Table 4 and Table 5.

More specifically, the Series 2022 Assessments levied in connection with the Series 2022 Bonds will initially be levied on an equal acreage basis over all acreage within the District and then be allocated on a per unit basis as illustrated in Tables 4 and 5 upon the sale of property with specific entitlements transferred thereto or platting within the District. The Series 2022 Bonds are sized to correspond to the collection of Series 2022 Assessments from all 426 residential units planned in the District.

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

In allocating special assessments to benefiting property, Florida governments have used a variety of methods including, but not limited to, front footage, area, trip rates, equivalent residential units (“ERU”), dwelling units, and acreage. These ERU values equate the benefit received by a stated amount of such particular land use category to the benefit received by a typical single-family residence. The use of ERU values to estimate the benefit derived from infrastructure improvements is recognized as a simple, fair, and reasonable method for apportioning benefit. The Florida Supreme Court concluded that the ERU method was a valid methodology in its decision in Winter Springs v. State.3 In addition, the ERU methodology is widely used in other similar CDDs. Note that the current development plan includes two lot sizes; however, any additional lot size(s) will be assessed via benefits based on its lot width (front feet) consistent with the Methodology.

Table 4 contains the allocation of the District’s CIP costs, as financed, to the Development Units planned for the District based on the ERU value assigned to each Development Unit. Table 5 shows the annual bond debt service assessments associated with the bond par allocations found in Table 4. Table 5 becomes important as the land within the District is platted, as specific bond debt service assessments will be assigned to the individual Development Units at that time.

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

Table 4. Allocation of the Costs of the District’s CIP, as Financed

Land Use	Volume	ERU/Unit	ERUs	%ERU	Total Debt	Debt/Unit	
SF 50' Lot	58	1.00	58.0	13%	$1,174,287	$20,246	
SF 60' Lot	368	1.10	404.8	87%	$8,195,713	$22,271	
	=========		=========	====	=========		
Total	426	462.8
Source: PFM Financial Advisors LLC (*the SF-50 lots size includes lots up to 55’)	100%	$9,370,000		
	Table 5. Summary of Annual Assessments			

Land Use	
Debt/Unit	Annual Assessment
per Unit	Administrative Costs per Unit	Total Annual Assessment per Unit (1)	
SF 50' Lot	$20,246	$1,372	$88	$1,460	
SF 60' Lot	$22,271	$1,509	$96	$1,606	
Source: PFM Financial Advisors LLC
Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 6.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

True-Up Mechanism

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

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

The debt ceiling level is established at the time each series of bonds is issued. For example, the District may issue up to $9,370,000 in Bonds to fund the CIP. According to the Engineer’s Report, there are approximately 528.53 gross acres of land within the District. Each of these acres will be assigned an equal assessment of the $9,370,000 in remaining unassigned bond debt assessments. Therefore, and assuming for purposes of this illustration that all $9,370,000 in anticipated bond debt is issued by the District to fund its CIP, the ceiling level of debt for developable and assessable properties would be
$17,728 per acre ($9,370,000 / 528.53). This ceiling level is based upon the best information available at the time of this report, is subject to change, and will only be finalized at the time of the District’s first bond issuance.

A test will be conducted when 25%, 50%, 75%, and 90% of the acreage within the District has been developed. The ceiling amount of debt is determined at the time any District bond issuance is closed. The debt ceiling level is the ratio of the amount of debt outstanding divided by the number of acres of land for which no debt allocation has occurred as per this methodology. Table 6 illustrates when the

true-up test will be applied to determine if debt reduction payments are required. However, a true-up payment may be suspended at the District’s discretion. If the property owner can demonstrate to the District, and the District finds in its discretion (consistent with the opinion of the District Engineer), that all necessary land use approvals, including applicable zoning, can reasonably and economically support development totaling greater than or equal to 426 residential units, on the remaining unplatted developable acreage within the remaining acres, a true-up payment may be suspended.

Table 6. True- Up Thresholds

Category	25%	50%	75%	90%	100%	
Platted Developable Acres	132.1	264.3	396.4	475.7	528.5	
Unplatted Developable Acres	396.4	264.3	132.1	52.9	-	
Debt Ceiling per Acre	$17,728	$17,728	$17,728	$17,728	$17,728	

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

4.0	Contribution of District Infrastructure and/or Improvements

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

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

Assessment Roll

Table 7 outlines the bond principal assessment per assessable acre for the District. A description of the District, which will be assessed to secure the repayment of the District’s Series 2022 Bonds, is found in Exhibit “A.” The assessments shall be paid in not more than thirty (30) annual installments for the Series 2022 Bonds.

Table 7. Assessment Roll

Parcel ID Numbers
Exhibit "A" - Legal Description	
Assessable Acreage

528.53	
Bond Principal Assessment

$9,370,000	Bond Principal Assessment per
Acre

$17,728	Net Total Bond Annual Assessment

$635,000	Net Annual Assessment
per Acre

$1,201	Bond Gross
Annual Assessment (1)

$675,532	Bond Gross Annual Assessment per
Acre (1)

$1,278	
Source: PFM Financial Advisors LLC
Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 6.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

EXHIBIT “A”
LEGAL DESCRIPTION OF LAND LOCATED WITHIN THE DISTRICT*
*Source: Petition to Establish Longleaf Pine CDD

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 2

PARCEL LEGAL DESCRIPTIONS

May 25, 2021

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

EXHIBIT 2A

PARCEL LEGAL DESCRIPTIONS

May 25, 2021

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Lands Legal Description

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Resolution 2022-37,
Special Assessment Resolution

Exhibit A	Supplemental Engineer’s Report, dated March 17, 2022
Exhibit B	Supplemental Assessment Methodology, Series 2022 Bonds, dated May 11, 2022
Exhibit C	Legal Description
Exhibit D	Maturities and Coupons of Series 2022 Bonds
Exhibit E	Sources and Uses of Funds for Series 2022 Bonds
Exhibit F	Annual Debt Service Payment Due on Series 2022 Bonds

RESOLUTION 2022-37

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT SETTING FORTH THE SPECIFIC TERMS OF THE DISTRICT’S SPECIAL ASSESSMENT BONDS, SERIES 2022; CONFIRMING THE DISTRICT’S PROVISION OF SERIES 2022 PROJECT; MAKING CERTAIN FINDINGS AND CONFIRMING ENGINEER’S REPORT AND SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT; CONFIRMING, ALLOCATING AND AUTHORIZING THE COLLECTION OF SPECIAL ASSESSMENTS SECURING THE SERIES 2022 BONDS; PROVIDING FOR THE APPLICATION OF TRUE-UP PAYMENTS; PROVIDING FOR A SUPPLEMENT OF THE IMPROVEMENT LIEN BOOK; PROVIDING FOR THE RECORDING OF A NOTICE OF SERIES 2022 SPECIAL ASSESSMENTS; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE

WHEREAS, the Longleaf Pine 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 2022-33, relating to the imposition, levy, collection and enforcement of such special assessments; and

WHEREAS, pursuant to and consistent with the terms of Resolution 2022-33, 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;

WHEREAS, on May 11, 2022, the District entered into a Bond Placement Agreement whereby it agreed to sell $9,370,000 of its Special Assessment Bonds, Series 2022 (“Series 2022 Bonds”); and

WHEREAS, pursuant to and consistent with Resolution 2022-33, the District desires to set forth the particular terms of the sale of the Series 2022 Bonds and to confirm the liens of the levy of special assessments securing the Series 2022 Bonds.

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

SECTION 1. INCORPORATION OF RECITALS. All of the above representations, findings and determinations contained above are recognized as true and accurate and are expressly incorporated into this Resolution.

SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Florida law, including without limitation, Chapters 170, 190 and 197, Florida Statutes, and Resolution 2022-33.

SECTION 3.	MAKING CERTAIN FINDINGS; APPROVING THE ENGINEER’S REPORT
AND SUPPLEMENTAL ASSESSMENT REPORT. The Board hereby finds and determines as follows:

On April 21, 2022, the District, after due notice and public hearing, adopted Resolution 2022-33, 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 certify the amount of the liens of the special assessments securing any portion of the bonds, including interest, cost of issuance, the number of payments due, any true-up amounts and the application of any true-up proceeds.

The Supplemental Engineer’s Report, dated March 17, 2022, attached to this Resolution as Exhibit A (“Engineer’s Report” or “Improvement Plan”), identifies and describes the presently expected components of the infrastructure improvements for the project to be financed all or in part with the Series 2022 Bonds (“Improvements”), and the estimated costs of the Improvements, (“Series 2022 Project”), as $15,526,200. The District hereby confirms that the Series 2022 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 2022 Bonds.

The Supplemental Assessment Methodology, Series 2022 Bonds, dated May 11, 2022, attached to this Resolution as Exhibit B (“Supplemental Assessment Report”), applies the Master Assessment Methodology, dated October 12, 2021 (“Master Assessment Report”), for the District to the Improvements and the actual terms of the Series 2022 Bonds. The Supplemental Assessment Report is hereby approved, adopted and confirmed. The District ratifies its use in connection with the sale of the Series 2022 Bonds.

The Series 2022 Project will specially benefit the property within the District (“Series 2022 Assessment Area”), a legal description of which is attached hereto as Exhibit C. It is reasonable, proper, just and right to assess the costs of the Series 2022 Project financed with the Series 2022 Bonds to the specially-benefited properties within the District as set forth in Resolution 2022-33, and this Resolution.

SECTION 4. CONFIRMATION OF MAXIMUM ASSESSMENT LIEN FOR SERIES 2022 BONDS.
As provided in Resolution 2022-33, this Resolution is intended to set forth the terms of the Series 2022 Bonds and the final amount of the lien of the special assessments securing those bonds. The Series 2022 Bonds, in a par amount of $9,370,000, shall bear such rates of interest and maturity as shown on Exhibit D attached hereto. The final payment on the Series 2022 Bonds shall be due on November 1, 2052. The estimated sources and uses of funds of the Series 2022 Bonds shall be as set forth in Exhibit E. The debt service due on the Series 2022 Bonds is set forth on Exhibit F attached hereto. The lien of the special assessments securing the Series

2022 Bonds on the Series 2022 Assessment Area shall be the principal amount due on the Series 2022 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 2022 Bonds are secured solely by the lien against the Series 2022 Assessment Area.

SECTION 5. ALLOCATION OF ASSESSMENTS SECURING SERIES 2022 BONDS.

The special assessments for the Series 2022 Bonds (“Series 2022 Assessments”), shall be allocated in accordance with Exhibit B, which allocation shall initially be on an acreage basis and further allocated as lands are platted. The Supplemental Assessment Report is consistent with the Master Assessment Report. The Supplemental Assessment Report, considered herein, reflects the actual terms of the issuance of the Series 2022 Bonds. The estimated costs of collection of the Series 2022 Assessments for the Series 2022 Bonds are as set forth in the Supplemental Assessment Report.

The lien of the Series 2022 Assessments includes all property within the Series 2022 Assessment Area, and as such land is ultimately defined and set forth in any plats, certificates of occupancy or other designations of developable acreage. It is intended that as lots are platted, the Series 2022 Assessments will be assigned to the 426 platted lots anticipated to be located within the unplatted parcels.

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, 2022 and the First Supplemental Trust Indenture dated as of May 1, 2022, the District shall begin annual collection of the Series 2022 Assessments using the methods available to it by law. Debt service payments and semi-annual installments of interest are reflected on Exhibit F.

The District hereby certifies the Series 2022 Assessments for collection and directs staff to take all actions necessary to meet the time and other deadlines imposed by St. Johns County and Florida law for collection. The District Manager shall prepare or cause to be prepared each year an assessment roll for purposes of effecting the collection of the Series 2022 Assessments and present same to the Board as required by law. The District Manager is further directed and authorized to take all actions necessary to collect the Series 2022 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 6.	APPROVAL OF TRUE-UP PROCESS AND APPLICATION OF TRUE-UP
PAYMENTS. Pursuant to Resolution 2022-33, 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 2022 Assessments shall be allocated as set forth in Resolution 2022-33, this Resolution, and the Supplemental Assessment Report, including, without limitation, the application of the true-up process set forth in the Supplemental Assessment Report. The District shall apply all true-up payments related to the Series 2022 Bonds only to the credit of the Series 2022 Bonds. All true- up payments, as well as all other prepayments of Series 2022 Assessments, shall be deposited

into the accounts specified in the First Supplemental Trust Indenture governing the Series 2022 Bonds.

SECTION 7. IMPROVEMENT LIEN BOOK. Immediately following the adoption of this Resolution, the special assessments as reflected herein shall be recorded by the Secretary of the Board in the District’s Improvement Lien Book. The Series 2022 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 8. OTHER PROVISIONS REMAIN IN EFFECT. This Resolution is intended to supplement Resolution 2022-33, which remains in full force and effect. This Resolution and Resolution 2022-33, 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 9. ASSESSMENT NOTICE. The District’s Secretary is hereby directed to record a Notice of Series 2022 Special Assessments in the Official Records of St. Johns County, Florida, or such other instrument evidencing the actions taken by the District.

SECTION 10. 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 11. EFFECTIVE DATE. This Resolution shall become effective upon its adoption.

[Remainder of this page left intentionally blank]

APPROVED and ADOPTED this 19th day of May, 2022.

ATTEST:	LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairperson, Board of Supervisors

Exhibit A	Supplemental Engineer’s Report, dated March 17, 2022
Exhibit B	Supplemental Assessment Methodology, Series 2022 Bonds, dated May 11, 2022
Exhibit C	Legal Description
Exhibit D	Maturities and Coupons of Series 2022 Bonds
Exhibit E	Sources and Uses of Funds for Series 2022 Bonds
Exhibit F	Annual Debt Service Payment Due on Series 2022 Bonds

EXHIBIT A
Supplemental Engineer’s Report, dated March 17, 2022

EXHIBIT B
Supplemental Assessment Methodology, Series 2022 Bonds, dated May 11, 2022

EXHIBIT C
Legal Description

[Insert legal description of unplatted lands.]

EXHIBIT D
Maturities and Coupons of Series 2022 Bonds

EXHIBIT E
Sources and Uses of Funds for Series 2022 Bonds

EXHIBIT F
Annual Debt Service Payment Due on Series 2022 Bonds

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Completion Agreement

COMPLETION AGREEMENT [SERIES 2022 BONDS]
THIS COMPLETION AGREEMENT (“Agreement”) is entered into by and between:

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated in St. Johns County, Florida, and whose mailing address is 3501 Quadrangle Boulevard, Suite 270, Orlando, Florida 32817 (“District”); and

ICI CROSSROADS HOLDINGS, LLC, a Florida limited liability company, the owner and developer of the lands within the boundaries of the District, whose principal address is 2379 Beville Road, Daytona Beach, Florida 32119 (“Developer,” and together with the District, “Parties”).

RECITALS

WHEREAS, the District was established by ordinance adopted by the Board of County Commissioners for St. Johns County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (“Act”), and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the Developer is currently the developer of the project in which the District’s boundaries lie; and

WHEREAS, the District has adopted the Engineer’s Report for Capital Improvements for Infrastructure dated October 12, 2021, as supplemented by the Supplemental Engineer’s Report, dated March 17, 2022 (collectively, “Engineer’s Report”), for the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities and services within and without the boundaries of the District, which plan is attached hereto as Exhibit A; and

WHEREAS, the Engineer’s Report identifies master infrastructure costs in the amount of approximately $15,526,200 (“Capital Improvement Program”); and

WHEREAS, the District has imposed special assessments on the property within the District to secure financing for the construction of a portion of the Capital Improvement Program, and has validated not to exceed $27,500,000 in Special Assessment Bonds to fund the planning, design, permitting, construction and/or acquisition of such improvements; and

WHEREAS, the District intends to finance all or a portion of the Capital Improvement Program (“Series 2022 Project”) through the use of proceeds from the anticipated sale of
$9,370,000 Special Assessment Bonds, Series 2022 (“Series 2022 Bonds”); and

WHEREAS, proceeds from the Series 2022 Bonds are anticipated to be insufficient to fully fund the Capital Improvement Program and fully develop the lands securing the debt assessments levied to repay the Series 2022 Bonds (“Series 2022 Assessments”); and

WHEREAS, in order to ensure that the entire Capital Improvement Program is completed and funding is available in a timely manner to provide for its completion, the Developer and the District hereby agree that the should the District not have sufficient funds in the Acquisition and Construction Accounts for the Series 2022 Bonds (“Available Funds”) to fund the Capital Improvement Program, the Developer will make provision for any additional funds that may be needed for (i) the completion of the Capital Improvement Program 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 are 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 Parties agree and acknowledge that the Available Funds may provide only a portion of the funds necessary to complete the Capital Improvement Program. Therefore, should the District be unable to fund the remaining Capital Improvement Program from the Available Funds, the Developer hereby agrees to complete, cause to be completed, provide funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed, those portions of the Capital Improvement Program which remain unfunded including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs (“Remaining Improvements”) whether pursuant to existing contracts, including change orders thereto, or future contracts. While the District reserves the right to issue additional bonds, nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Improvements. The Parties hereby acknowledge and agree that, should the District be unable to or choose not to issue a separate series of bonds to fund the Remaining Improvements, 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 Improvements not funded by District bonds or other indebtedness.

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

When any portion of the Remaining Improvements is not the subject of an existing District contract, the Developer may choose to complete, cause to be completed,

provide funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Improvements, subject to a formal determination by the 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 AND ACKNOWLEDGMENTS.

The District and the Developer agree and acknowledge that the exact location, size, configuration and composition of the Capital Improvement Program 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 Capital Improvement Program shall be made by a written amendment to the Engineer’s Report, which shall include an estimate of the cost of the changes.

The District and Developer agree and acknowledge that any and all portions of the Remaining Improvements which are constructed, or caused to be constructed, by the Developer shall be conveyed to the District or such other appropriate unit of local government as is designated in the Capital Improvement Program 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.

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 the Series 2022 Bonds and use of the proceeds thereof to fund the Series 2022 Project, and (b) the scope, configuration, size and/or composition of the Capital Improvement Program not materially changing without the consent of the Developer. Such consent is not necessary and the Developer must meet the completion obligations, or cause them to be met, when the scope, configuration, size and/or composition of the Capital Improvement Program is materially changed in response to a requirement imposed by a regulatory agency.

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 actual damages and/or specific performance. 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.

ENFORCEMENT OF AGREEMENT. In the event that either 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 all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

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 Assignment (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, at the addresses first set forth above. Except as otherwise provided in this Assignment, 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 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 District and counsel for the Developer may deliver Notice on behalf of the District and the Developer, respectively. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

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.

Notwithstanding the foregoing, the Trustee, acting at the direction of the Majority Owners of the Series 2022 Bonds, shall have the right to directly enforce the provisions of this Agreement. The Trustee shall not be deemed to have assumed any obligations under this Agreement.

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.

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 venue for any litigation arising out of or related to this Agreement shall be in Duval County, Florida.

EFFECTIVE DATE. This Agreement shall be effective May 24, 2022.

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 treated as such in accordance with Florida law.

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

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

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

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

IN WITNESS WHEREOF, the parties execute this Agreement as set forth below.

ATTEST:	LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

ICI CROSSROADS HOLDINGS, LLC
a Florida limited liability company

By its Managing Member:
INTERVEST CONSTRUCTION OF
WITNESSES:	JAX, INC., a Florida corporation

 	

(Print Name of Witness)

Exhibit A:	Engineer’s Report

By: J. Andrew Hagan
Its: 	

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Collateral of Assignment Agreement

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

(This space reserved for Clerk)

Katie S. Buchanan, Esq. Kutak Rock LLP
P.O. Box 10230 Tallahassee, Florida 32302

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS RELATING TO THE SERIES 2022 PROJECT

THIS  COLLATERAL  ASSIGNMENT  AND  ASSUMPTION  OF  DEVELOPMENT  RIGHTS
RELATING TO THE SERIES 2022 PROJECT (“Assignment”) is entered into by and between:

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated in St. Johns County, Florida, and whose mailing address is 3501 Quadrangle Boulevard, Suite 270, Orlando, Florida 32817 (“District”); and

ICI CROSSROADS HOLDINGS, LLC, a Florida limited liability company, the owner and developer of certain lands within the boundaries of the District, whose principal address is 2379 Beville Road, Daytona Beach, Florida 32119, and its successors and assigns (“Developer,” and together with the District, “Parties”).

RECITALS

WHEREAS, Developer is the owner of a portion of the real property within the District as more particularly described in Exhibit A, attached hereto and incorporated herein (“Property”); and

WHEREAS, the District proposes to issue its $9,370,000 Longleaf Pine Community Development District Special Assessment Bonds, Series 2022 (“Series 2022 Bonds”), to finance certain improvements which will benefit all of the Property; and

WHEREAS, among the security for the repayment of the Series 2022 Bonds are the special assessments (“Series 2022 Assessments”) levied against the Property; and

WHEREAS, the Parties intend that the Property will be platted and fully developed into a total of 426 single-family residential units (“Lots”), and the Lots will be ultimately owned by unaffiliated homebuilders or end users (“Development Completion”), as contemplated by the Master Assessment Methodology dated October 2021, and Supplemental Assessment Methodology, Series 2022 Bonds, dated May 11, 2022 (collectively, “Assessment Report”), all of such Lots and associated improvements being referred to herein as “Development”; and

WHEREAS, the District has adopted the Engineer’s Report for Capital Improvements for Infrastructure dated October 12, 2021, as supplemented by the Supplemental Engineer’s Report,

Capital Improvements for Infrastructure dated March 17, 2022, which describes the District’s capital improvement plan (“Capital Improvement Program”); and

WHEREAS, during the time that the Lots are not owned by end users, there is an increased likelihood that adverse changes to local or national economic conditions may result in a default in the payment of the Series 2022 Assessments securing the Series 2022 Bonds; and

WHEREAS, in the event of default in the payment of the Series 2022 Assessments or in the payment of a True-Up Obligation (as defined in the Agreement between the Longleaf Pine Community Development District and ICI Crossroads Holdings, LLC, Regarding True-Up and Payment of Series 2022 Assessments, dated May 24, 2022 (“True-Up Agreement”)), or in the event of any other Event of Default (as defined herein), the District requires, in addition to the remedies afforded the District under the Master Trust Indenture, dated May 1, 2022 (“Master Indenture”), as supplemented by the First Supplemental Trust Indenture, May 1, 2022 (“Supplemental Indenture” and, together with the Master Indenture, “Indenture”), pursuant to which the Series 2022 Bonds are being issued, and the other agreements being entered into by Developer concurrent herewith with respect to the Series 2022 Bonds and the Series 2022 Assessments (the Indenture and agreements being referred to collectively as “Bond Documents”, and such remedies being referred to collectively as “Remedial Rights”), certain remedies with respect to the Development Rights (defined below) in order to complete or enable a third party to complete development of the Capital Improvement Program and the Property.

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties 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, Developer hereby collaterally assigns to the District, to the extent assignable, all of Developer’s development rights, permits, entitlements and work product relating to development of the Property, and Developer’s rights as declarant of any property owner or homeowner association with respect to the Property (collectively, “Development Rights”), as security for Developer’s payment and performance of all of its obligations arising under the Bond Documents, including, without limitation, payment of the Series 2022 Assessments levied against the Property owned by Developer from time to time, and any True-Up Obligation. The Development Rights shall include, without limitation, the items listed in subsections (i) through (xii) below as they pertain to development of the Capital Improvement Program or the Property:

Any declaration of covenants of a homeowner’s association governing the Property, as recorded in the Official Records of Duval County, Florida, and as the same may be amended and restated from time to time, including, without limitation, all of the right, title, interest, powers, privileges, benefits and options of the “Developer” or “Declarant” thereunder.

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 improvements to the developable property within the District;

Permits, approvals, agreements resolutions, variances, licenses, and franchises granted by governmental authorities, or any of their respective agencies, for or affecting the Capital Improvement Program or the construction of improvements on the Property, or off-site to the extent such off-site improvements are necessary or required for Development Completion;

Any and all approvals, extensions, amendments, rezoning and development orders rendered by governmental authorities relating to the Capital Improvement Plan.

(viii)	Permits, more particularly described in the Engineer’s Report attached	
hereto.		
(ix)	Contracts with engineers, architects, land planners, landscape architects,	
consultants, contractors, and suppliers for or relating to the construction of the Capital Improvement Program or the construction of improvements on the Property;

Franchise or other agreements for the provision of water and waste water service or other utilities to the Property, and all hookup fees and utility deposits paid by Developer in connection therewith.

viii. Permit fees, impact fees, deposits and other assessments and impositions paid by Developer to any governmental authority or utility and capacity reservations, impact fee credits and other credits due to Developer from any governmental authority or utility provider, including credit for any dedication or contribution of Property by Developer in connection with the development of the Property or the construction of improvements thereon.

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

Notwithstanding the foregoing, the Development Rights shall not include any rights which relate solely to: (i) Lots conveyed to homebuilders or end users, (ii) any property which has been conveyed, or is in the future conveyed, to St. Johns County, the District, any unaffiliated homebuilder,  any  utility  provider,  any  governmental  or  quasi-governmental  entity,  any

applicable homeowner’s association or other governing entity or association as may be required by applicable permits, approvals, plats, entitlements or regulations affecting the District, if any (items (i) and (ii) referred to herein as “Permitted Transfer”), or (iii) lands outside the District or improvements not included in the Property.

This Assignment is not intended to and shall not impair or interfere with the development of the Property, including, without limitation, Developer’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, from time to time, only upon the District’s exercise of its rights hereunder upon a failure of Developer to pay the Series 2022 Assessments levied against the portion of Property owned by Developer, a failure of Developer to satisfy a True-Up Obligation, or any other Event of Default hereunder. The District shall not be deemed to have assumed any obligations associated with the Development Rights unless and until the District exercises its rights under this Assignment, and then only to the extent of such exercise.

If this Assignment has not become absolute, it shall automatically terminate upon the earliest to occur of the following events: (i) payment in full of the principal and interest associated with the Series 2022 Bonds; (ii) Development Completion; (iii) transfer of any Development Rights to St. Johns County, the State, the District, any utility provider, any other governmental or quasi-governmental entity, or any homeowners’ or property owner’s association but only to the extent of such transfer; or (iv) transfer of any portion of the Property to an unaffiliated homebuilder or end user but only as to such portion transferred, from time to time.

If the Assignment does become absolute, the Developer may request that the District limit its applicability to only such portions of the Property necessary to fully secure the Series 2022 Assessments. In submitting this request, the Developer must provide evidence of (i) allowable zoning conditions that would enable the development of a sufficient number/allocation of units to fully absorb the Series 2022 Assessments, (ii) the status of related entitlements, and
(iii) documentation prepared by a licensed engineer that shows the ability to place those entitlements. The District shall have the fully and complete discretion as to whether the proposed limitation is sufficient and should be approved; provided, however that such approval shall not be unreasonably withheld.

3.	WARRANTIES BY DEVELOPER. Developer represents and warrants to the District	
that:		
(A)	Other than Permitted Transfers, the Developer has made no assignment of the	
Development Rights to any person other than the District.

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

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

Any transfer, conveyance or sale of the Property shall subject any and all affiliated entities or successors-in-interest of Developer as to the Property or any portion thereof, to this Assignment to the extent of the portion of the Property so conveyed, except to the extent of a Permitted Transfer.

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

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

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

Developer agrees not to take any action that would decrease the development entitlements to a level below the amount necessary to support the then-outstanding Series 2022 Bonds or would materially impair or impede the ability to achieve Development Completion.

EVENTS OF DEFAULT. Any breach of Developer’s warranties contained in Section 3 hereof, any breach of covenants contained in Section 4 hereof which is not cured within sixty
(60) days after receipt of written notice thereof, or any breach of Developer under any other Bond Documents, which default is not cured within any applicable cure period, will constitute an “Event of Default”, under this Assignment.REMEDIES UPON DEFAULT. Upon an Event of Default, or the transfer of title to any portion of the Property owned by Developer to the District or its designee(s) pursuant to a judgment of foreclosure entered by a court of competent jurisdiction or a deed in lieu of foreclosure to the District or its designee or the acquisition of title to such property through the sale of tax certificates, the District may, as the District’s sole and exclusive remedies under this Assignment, take any or all of the following actions, at the District’s option:Perform or cause to be performed any and all obligations of Developer relating to the Development Rights and exercise or cause to be exercised any and all rights of Developer therein as fully as Developer could. The performance by the District of any such obligations: (i) shall not release the Developer from liability for such obligations; (ii) may be made without notice to or demand upon the Developer; and (iii) may be made without regard to the adequacy of other security for indebtedness hereby secured; and

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 Property or any portion thereof from the District or at a District foreclosure sale;

AUTHORIZATION IN EVENT OF DEFAULT. In the Event of Default, Developer does hereby authorize and shall direct any party to any 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 Developer. Notwithstanding the foregoing or anything to the contrary set forth in this Assignment, no exercise by the District or the District’s rights under this Assignment shall operate to release Developer from its obligations under this Assignment.

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

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

NOTICES. All notices, requests, consents and other communications under this Assignment (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, at the addresses first set forth above. Except as otherwise provided in this Assignment, 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 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 District and counsel for the Developer may deliver Notice on behalf of the District and the Developer, respectively. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

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

THIRD PARTY BENEFICIARIES. The Parties hereto agree that the trustee under the Indenture (“Trustee”), on behalf of the bondholders, shall be a direct third party beneficiary of the terms and conditions of this Assignment and entitled to enforce Developer’s obligations hereunder at the direction of the bondholders owning a majority of the aggregate principal

amount of the Series 2022 Bonds then-outstanding. The Trustee shall not be deemed by virtue of this Assignment to have assumed any obligations or duties.

AMENDMENT. This Assignment may be modified in writing only by the mutual agreement of all Parties hereto.

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

APPLICABLE LAW AND VENUE. This Assignment and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Assignment shall be in St. Johns County, Florida.

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

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

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

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

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

EFFECTIVE DATE. This Assignment shall be effective May 24, 2022

[Remainder of this page left intentionally blank]

IN WITNESS WHEREOF, the Parties execute this Assignment as set forth below.

	ICI CROSSROADS HOLDINGS, LLC
a Florida limited liability company	

WITNESSES:	By its Managing Member: INTERVEST CONSTRUCTION OF JAX,
INC., a Florida corporation	

(Print Name of Witness)	

By: J. Andrew Hagan
Its: 		

STATE OF FLORIDA COUNTY OF ST. JOHNS

The foregoing instrument was acknowledged before me this 	 day of 	,
2022, by J. Andrew Hagan, as 	 of ICI Crossroads Holdings, LLC, a Florida limited liability company, on behalf of the company. S/He is personally known to me or who has produced 		 (type of identification) as identification.

NOTARY PUBLIC, STATE OF FLORIDA

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

Witnesses:	LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

			
Name:			Kelly White	
		Chairperson, Board of Supervisors	
Name:				

STATE OF FLORIDA COUNTY OF ST. JOHNS

The foregoing instrument was acknowledged before me this 	 day of 	,
2022, by Kelly White, as Chairperson of the Longleaf Pine Community Development District. S/He is personally known to me or who has produced 	 (type of identification) as identification.

NOTARY PUBLIC, STATE OF FLORIDA

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

Exhibit A

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Declaration of Jurisdiction Agreement

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

(This space reserved for Clerk)

Katie S. Buchanan, Esq. Kutak Rock LLP
P.O. Box 10230 Tallahassee, Florida 32302

DECLARATION OF CONSENT TO JURISDICTION OF LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT AND TO IMPOSITION OF SPECIAL ASSESSMENTS

ICI CROSSROADS HOLDINGS, LLC, a Florida limited liability company (“Landowner”), is the owner of those lands described in Exhibit A attached hereto (“Property”) located within the boundaries of Longleaf Pine Community Development District (“District”). The Landowner, intending that it and its respective successors in interest and assigns shall be legally bound by this Declaration, hereby declares, acknowledges and agrees as follows:

The Landowner acknowledges that the District is, and has been at all times, on and after September 23, 2021, a legally created, duly organized, and validly existing community development district under the provisions of Chapter 190, Florida Statutes, as amended (“Act”). Without limiting the generality of the foregoing, the Landowner acknowledges that: (a) the petition filed with the Board of County Commissioners of St. Johns County, Florida (“County”), 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 No. 2021-67, effective as of September 23, 2021, was duly and properly adopted by the County in compliance with all applicable requirements of law; (c) the members of the Board of Supervisors of the District (“Board”) were duly and properly designated pursuant to the Act to serve in their capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from September 23, 2021, to and including the date of this Declaration.

The Landowner, for itself and its successors and assigns, hereby confirms and agrees, that the special assessments imposed by Resolution Nos. 2022-26, 2022-27, 2022-33, and 2022-37 (collectively, “2022 Assessment Resolutions”), duly adopted by the Board, and all proceedings undertaken by the District with respect thereto have been in accordance with applicable Florida law, that the District has taken all action necessary to levy and impose the special assessments, and the special assessments are legal, valid and binding first liens upon the Property 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 Section 170.09, Florida Statutes, and rights provided in the 2022 Assessment Resolutions, to prepay the special assessments without interest within thirty (30) days after the improvements set forth in the Engineer’s Report for Capital Improvements for Infrastructure

dated October 12, 2021, as supplemented by the Supplemental Engineer’s Report dated March 17, 2022 (collectively, “Engineer’s Report”) are completed, in consideration of the rights granted by the District to prepay the special assessments in full or in part at any time, but with interest, under the circumstances set forth in the 2022 Assessment Resolutions.

The Landowner hereby expressly (i) acknowledges that the special assessments, the 2022 Assessment Resolutions, and the terms of the financing documents related to the District’s issuance of the Special Assessment Bonds, Series 2022 (“Series 2022 Bonds”) securing payment thereof and all other documents and certifications relating to the issuance of the Series 2022 Bonds (collectively, “Financing Documents”) are valid and binding obligations enforceable in accordance with their terms; (ii) acknowledges, represents and agrees that the Landowner has no claims or offsets whatsoever against, or defenses or counterclaims whatsoever to, payments of the special assessments or claims of invalidity, deficiency or unenforceability of the special assessments and Financing Documents (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims); (iii) waives and relinquishes 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 (iv) acknowledges and agrees that, to the extent the Landowner fails to timely pay any special assessments collected by mailed notice of the District, such unpaid special assessments and future special 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, or may be foreclosed on pursuant to Chapters 170 and 190, Florida Statutes.

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 special assessments is available from the District Manager, c/o PFM Group Consulting LLC, 3501 Quadrangle Boulevard, Suite 270, Orlando, Florida 32817, Ph: (407) 723-5900.

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 PROPERTY, AND THEIR SUCCESSORS IN INTEREST, WHETHER OR NOT THE PROPERTY 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 the 24th day of May, 2022.

WITNESSES:

(Print Name of Witness)

STATE OF FLORIDA COUNTY OF ST. JOHNS

ICI CROSSROADS HOLDINGS, LLC
a Florida limited liability company

By its Managing Member: INTERVEST CONSTRUCTION	OF	JAX,
INC., a Florida corporation

By: J. Andrew Hagan
Its:	

The foregoing instrument was acknowledged before me this 	 day of 	,
2022, by J. Andrew Hagan, as __	 of ICI Crossroads Holdings, LLC, a
Florida limited liability company, on behalf of the company. S/He is personally known to me or

who has produced	_	 identification.

(type	of  identification)	as

NOTARY PUBLIC, STATE OF FLORIDA

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

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of True-up Agreement

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

(This space reserved for Clerk)

Katie S. Buchanan, Esq. Kutak Rock LLP
P.O. Box 10230 Tallahassee, Florida 32302

AGREEMENT BETWEEN LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT AND ICI CROSSROADS HOLDINGS, LLC, REGARDING THE TRUE-UP AND PAYMENT OF SERIES 2022 ASSESSMENTS

THIS AGREEMENT (“Agreement”) is made and entered by and between:

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated in St. Johns County, Florida, and whose mailing address is 3501 Quadrangle Boulevard, Suite 270, Orlando, Florida 32817 (“District”); and

ICI CROSSROADS HOLDINGS, LLC, a Florida limited liability company, the owner and developer of certain lands within the boundaries of the District, whose principal address is 2379 Beville Road, Daytona Beach, Florida 32119, and its successors and assigns (“Developer,” and together with the District, “Parties”).

RECITALS

WHEREAS, the District was established by Ordinance No. 2021-67 of the Board of County Commissioners of St. Johns County, Florida, enacted and effective on September 23, 2021, for the purpose of planning, financing, constructing, installing, operating and/or maintaining certain infrastructure; 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, a Final Judgment was issued by the Circuit Court of the Seventh Judicial Circuit of Florida, in and for St. Johns County, on December 2, 2021, validating the authority of the District to issue up to $27,500,000 in aggregate principal amount of Longleaf Pine Community Development District Special Assessment Bonds to finance certain improvements and facilities within the District; and

WHEREAS, the District has adopted a Capital Improvement Plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services to be financed by the Series 2022 Bonds are more specifically described and identified in the Engineer’s Report for Capital Improvements for Infrastructure dated

October 12, 2021, as supplemented by the Supplemental Engineer’s Report dated March 17, 2022 (together, ‘Engineer’s Report”); and

WHEREAS, the District intends to finance a portion of its Capital Improvement Plan (“Series 2022 Project”) $9,370,000 Special Assessment Bonds, Series 2022 (“Series 2022 Bonds”) to finance a portion of the design, construction or acquisition of certain infrastructure improvements (“Series 2022 Project”); and

WHEREAS, the District has taken certain steps necessary to impose special assessments upon the benefitted lands within the District pursuant to Chapters 170, 190 and 197, Florida Statutes, as security for the Series 2022 Bonds; and

WHEREAS, the District's special assessments securing the Series 2022 Bonds (“Series 2022 Assessments”) were imposed on those benefitted lands within the District as more specifically described in Resolutions 2022-26, 2022-27, 2022-33, and 2022-37 (collectively, “Assessment Resolutions”); and

WHEREAS, Developer is the owner of certain lands within the boundaries of the District, which lands are described in Exhibit A (“Property”), which is attached hereto and incorporated herein by reference; and

WHEREAS, Developer agrees that the Property benefits from the design, construction or acquisition of the Series 2022 Project; and

WHEREAS, Developer agrees that the Series 2022 Assessments which were imposed on the Property have been validly imposed and constitute valid, legal and binding liens upon the Property; and

WHEREAS, Developer waives any rights it may have under Section 170.09, Florida Statutes, to prepay the Series 2022 Assessments within thirty (30) days after completion of the Series 2022 Project; and

WHEREAS, Developer waives any defect in notice or publication or in the proceedings to levy, impose and collect the Series 2022 Assessments on the Property; and

WHEREAS, Developer intends that the Property will be platted, planned and developed based on then-existing market conditions, and the actual densities developed may be more or less than the densities assumed in the Assessment Report (hereinafter defined); and

WHEREAS, the Master Assessment Methodology dated October 2021, and the Supplemental Assessment Methodology, Series 2022 Bonds, dated May 11, 2022 (collectively, “Assessment Report”), anticipate a mechanism by which the Developer shall make certain payments to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a comparison of the units actually platted within the Property and the units Developer had initially intended to develop within the Property as described in the

Assessment Report (which payments shall collectively be referenced as “True-Up Payment”); and

WHEREAS, Developer and the District desire to enter into an agreement to confirm Developer’s intentions and obligations to make any and all True-Up Payments related to the Series 2022 Assessments, subject to the terms and conditions contained herein.

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

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

VALIDITY OF ASSESSMENTS. Developer agrees that the Assessment Resolutions have been duly adopted by the District. Developer further agrees that the Series 2022 Assessments imposed as a lien by the District are legal, valid and binding liens running with the land against which assessed until paid, coequal with the liens of al state, county, district, and municipal taxes, and superior in dignity to all other liens, titles, and claims. Developer hereby waives and relinquishes any rights it may have to challenge, object to or otherwise fail to pay such Series 2022 Assessments.

PAYMENT OF ASSESSMENTS.

Developer agrees and covenants to timely pay all such Series 2022 Assessments levied and imposed by the District on the benefitted Property within the District, whether the Series 2022 Assessments are collected by the St. Johns County Tax Collector pursuant to Section 197.3632, Florida Statutes, by the District, or by any other method allowable by law. Developer further waives any rights it may have under Section 170.09, Florida Statutes, to prepay the Series 2022 Assessments without interest within thirty (30) days of completion of the Series 2022 Project.

Developer agrees that to the extent the Developer fails to timely pay all Series 2022 Assessments collected by mailed notice of the District, said unpaid Series 2022 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 or may be foreclosed on as provided for in Florida law.

Developer agrees that the provisions of this Agreement shall constitute a covenant running with Lands and shall remain in full force and effect and be binding upon Developer, its legal representatives, estates, successors, grantees, and assigns as to the Lands until released pursuant to the terms herein.

SPECIAL ASSESSMENT REALLOCATION.

Assumptions as to Series 2022 Assessments. As of the date of the execution of this Agreement, Developer has informed the District that Developer plans to construct or provide for the construction of the total number and type of units as allocated by the Assessment Report within the boundaries of the District (“Anticipated Units”).

Process for Reallocation of Assessments. The Series 2022 Assessments will be levied on a per acre basis on the Lands and then allocated as lands are platted and site plans are approved. In connection with such platting of acreage and site plan approval, the Series 2022 Assessments imposed on the acreage being platted or approved will be allocated based upon the precise number of units within each product type being platted or approved. In furtherance thereof, at such time as acreage is to be platted or site plans are to be approved, Developer covenants that such plat or site plan shall be presented to the District. The District shall allocate the Series 2022 Assessments to the product types being platted or approved and the remaining property in accordance with the District’s Assessment Report and cause such Reallocation to be recorded in the District’s Improvement Lien Book.

It is an express condition of the lien established by the Assessment Resolutions that any and all plats or site plans containing any portion of the Lands, as the District’s boundaries may be amended from time to time, shall be presented to the District for review, approval and allocation of the Series 2022 Assessments to the product types being platted and the remaining property in accordance with the Assessment Report. Developer covenants to comply, or cause others to comply, with this requirement. The District agrees that no further action by the Board of Supervisors shall be required. The District’s review shall be limited solely to the above described function and the enforcement of the District’s assessment lien. Nothing herein shall in any way operate to or be construed as providing any other plat approval or disapproval powers to the District.

As the Land is platted or site plans are approved and assessments are allocated, the Assessment Report provides that the debt per assessable acre remaining on the unplatted Land shall not exceed the ceiling level established in the Assessment Report. At such time as a plat or site plan is presented to the District that involves at least twenty-five percent (25%) of the acreage of the Land, the following provisions shall apply. Commencing on that date and reoccurring at four (4) additional intervals thereafter (each such date being a "True-Up Date"), the District shall determine if the debt per assessable acre remaining on the unplatted Land is greater than the ceiling level as described in the Assessment Report, and, if it is, a debt reduction payment in the amount of such excess ("True-Up Payment") shall become due and payable that tax year in accordance with the Assessment Report, in addition to the regular assessment installment payable for lands owned by the Developer. The District will ensure collection of such amounts in a timely manner in order to meet its debt service obligations, and in all cases, Developer agrees that such payments shall be made in order to ensure the

District’s timely payment of the debt service obligations on the Series 2022 Bonds.

The remaining True-Up Dates shall occur at the 50th, 75th, 90th, and 100th percentiles of acres within the Land. Upon submission of such plat or site plan, then notwithstanding the amount of time that has elapsed since the last True- Up Payment, the District will determine whether a True-Up Payment is due and payable in accordance with the formula specified in the Assessment Report and, if it is, such True-Up Payment shall become due and payable that tax year by the Developer in addition to the regular assessment installment payable for lands owned by the Developer. The District will take all necessary steps to ensure that True-Up Payments are made in a timely fashion to ensure its debt service obligations are met, and in all cases, Developer agrees that such payments shall be made in order to ensure the District’s timely payment of the debt service obligations on the Series 2022 Bonds. The District shall record all True-Up Payments in its Improvement Lien book.

If at a True-Up Date the District determines that a True-Up Payment is due, the District may in its sole discretion suspend such True-Up Payment upon provision by the Developer of sufficient evidence that it holds all necessary land use approvals to support development totaling greater than or equal to the Anticipated Units for Phase 1 on the remaining uplatted developable acreage within the remaining Lands.

The foregoing is based on the District's understanding with Developer that Developer intends to plat or approve the Anticipated Units on the developable acres within the Land and is intended to provide a formula to ensure that the appropriate ratio of the Series 2022 Assessments to developable acres is maintained if something other than the Anticipated Units is platted and/or approved. However, the District agrees that nothing herein prohibits something other than the Anticipated Units from being platted or approved. In no event shall the District collect Series 2022 Assessments pursuant to Resolution 2021-07 in excess of the total debt service related to the Series 2022 Project, including all costs of financing and interest. If the strict application of the true-up methodology to any assessment reallocation for any plat or site plan pursuant to this paragraph would result in assessments collected in excess of the District's total debt service obligation for the Series 2022 Project, the District agrees to take appropriate action by resolution to equitably reallocate the assessments. Further, upon the District’s approval of the final plat or site plan for the developable acres, the debt for any unallocated special assessments shall become due and payable and must be paid prior to the District’s approval of that plat or site plan.

ENFORCEMENT. This Agreement is intended to be an additional method of enforcement of Developer’s obligation to pay the Series 2022 Assessments and to abide by the application of True-Up Payments, if required, as set forth in the Assessment Resolutions. A

default by either 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.

RECOVERY OF COSTS AND FEES. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then each 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.

NOTICE. All notices, requests, consents and other communications hereunder ("Notices") shall be in writing and shall be delivered via overnight delivery service, telecopied or hand delivered to the parties, as follows:

If to the District:	Longleaf Pine Community Development District
3501 Quadrangle Boulevard, Suite 270
Orlando, Florida 32817 Attn: District Manager

With a copy to:	Kutak Rock LLP
P.O. Box 10230 Tallahassee, Florida 32302 Attn: Katie S. Buchanan

If to the Developer:	ICI Crossroads Holdings, LLC
2379 Beville Road
Daytona Beach, Florida 32119 Attn: J. Andrew Hagan

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address or facsimile number set forth herein. 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 facsimile 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 assessments placed on property by the District, then the provision of such notice shall be in lieu of any additional notice required by this Agreement.

ASSIGNMENT. Neither party may assign their rights, duties, or obligations under this Agreement or any monies to become due hereunder without the prior written consent of the other party. Any purported assignment without such prior written approval is void.

AMENDMENT. This Agreement shall constitute the entire agreement between the parties and may be modified in writing only by the mutual agreement of all parties.

TERMINATION. This Agreement shall continue in effect until it is rescinded in writing by the mutual assent of each party, provided, however, that this Agreement and the covenants contained herein may not be terminated or released prior to platting and development of the Property without the prior written consent of the Trustee on behalf and acting at the direction of the Bondholders owning a majority of the aggregate principal amount of the Series 2022 Bonds.

NEGOTIATION AT ARM'S LENGTH. This Agreement has been negotiated fully between the parties 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 either party.

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns. Notwithstanding the foregoing, the Trustee for the Series 2022 Bonds, on behalf of the Series 2022 Bondholders, shall be a direct third-party beneficiary to the terms and conditions of this Agreement and shall be entitled to cause the District to enforce the Developer’s obligations hereunder. The Trustee has not assumed any obligations hereunder.

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.

APPLICABLE LAW AND VENUE. This Agreement shall be governed by the laws of the State of Florida. The parties agree and consent that proper venue for any dispute arising out of this Agreement, whether in or out of court, shall be in St. Johns County.

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.

EFFECTIVE DATE. This Agreement shall be effective May 24, 2022.

IN WITNESS WHEREOF, the parties execute this Agreement as set forth below.

WITNESSES:	LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Witness Signature	Kelly White
Printed Name:		Chairperson, Board of Supervisors

Witness Signature
Printed Name:	

STATE OF FLORIDA COUNTY OF ST. JOHNS

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization, this   day of 	, 2022, by Kelly White, as Chairperson of Longleaf Pine Community Development District, on its behalf. S/He is personally known to

me or who has produced 	 identification.

Notary Public, State of Florida

(type of identification) as

IN WITNESS WHEREOF, the parties execute this Agreement as set forth below.

	ICI CROSSROADS HOLDINGS, LLC
a Florida limited liability company	

WITNESSES:	By its Managing Member: INTERVEST CONSTRUCTION OF JAX,
INC., a Florida corporation	

(Print Name of Witness)	

By: J. Andrew Hagan
Its: 		

STATE OF FLORIDA COUNTY OF ST. JOHNS

The foregoing instrument was acknowledged before me by means of ▢ physical presence
or ▢ online notarization, this 	 day of 	, 2022, by J. Andrew Hagan, as
	, on behalf of the company. S/He is personally known to me or who has produced 		 (type of identification) as identification.

Notary Public, State of Florida

Exhibit A:	Property Description

EXHIBIT A

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Acquisition Agreement

ACQUISITION AGREEMENT

THIS AGREEMENT is made and entered into this 24th day of May, 2022, by and between:

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, located in St. Johns County, Florida, and whose mailing address is 3501 Quadrangle Boulevard, Suite 270, Orlando, Florida 32817 (“District”); and

ICI CROSSROADS HOLDINGS, LLC, a Florida limited liability company and owner and primary developer of lands within the boundary of the District, whose mailing address is 2379 Belville Road, Daytona Beach, Florida 32119 (“Developer”).

RECITALS

WHEREAS, the District was established September 21, 2021, by Ordinance No. 2021-67 adopted by the Board of Commissioners of St. Johns County, Florida, for the purpose, among others, of planning, financing, constructing, operating and/or maintaining certain infrastructure, including but not limited to roadways, stormwater management, utilities, including water, reuse and sanitary sewer systems, and other infrastructure within the boundaries of the District; and

WHEREAS, the District intends to finance, in part, the planning, design, acquisition, construction, and installation of the Improvements as detailed in the Master Engineer’s Report, dated October 12, 2021 as updated by the Supplemental Engineer’s Report dated March 17, 2022 (“Engineer’s Report”), attached to this Agreement as Exhibit A, through the sale of
$9,370,000 Longleaf Pine Community Development District Special Assessment Bonds, Series 2022 (“Bonds”); and

WHEREAS, the District has not had sufficient monies on hand to proceed with either the 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 (“Work Product”) or the construction of the improvements described in the Engineer’s Report (“Improvements”); and

WHEREAS, the District acknowledges the Developer’s need to commence development of the lands within the District in an expeditious and timely manner; and

WHEREAS, in order to avoid a delay in the commencement of the development of the Work Product and/or the Improvements, the Developer has advanced, funded, commenced, and completed and/or will complete certain of the Work Product and/or Improvements; and

WHEREAS, the Developer is under contract to create or has created the Work Product for the District and wishes to convey to the District any and all of Developer’s right, title and interest in the Work Product and provide for the parties who actually created the Work Product to allow the District to use and rely on the Work Product, as it is completed; and

WHEREAS, the Developer acknowledges that upon its conveyance, the District will have the right to use and rely upon the Work Product for any and all purposes and further desires to release to the District all of its right, title, and interest in and to the Work Product (except as provided for in this Agreement); and

WHEREAS, the District desires to acquire ownership of the completed Work Product, as well as the unrestricted right to use and rely upon the Work Product for any and all purposes; and

WHEREAS, in order to allow the District to avoid delay as a result of the lengthy process incident to the sale and closing on the District’s Bonds, the Developer has commenced construction of some portion of the Improvements; and

WHEREAS, the Developer agrees to convey to the District all right, title and interest in the portion of the Improvements completed as of the Acquisition Date (as hereinafter defined) upon payment from proceeds of any future series of bonds issued by the District (or as otherwise provided for herein); and

WHEREAS, in conjunction with the acquisition of the 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 described in Exhibit A, 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 (“Real Property”); and

WHEREAS, the Developer agrees to convey such Real Property to the District and in a form satisfactory to the District and subject to the conditions set forth herein; and

WHEREAS, the Developer acknowledges that upon its conveyance, the District will have the right to use the Real Property for any and all lawful public purposes and further desires to release to the District its right, title, and interest in and to the Real Property (except as provided for in this Agreement); and

WHEREAS, the District and the Developer are entering into this Agreement to ensure the timely provision of the infrastructure and development.

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are 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 as a material part of this Agreement.

WORK PRODUCT. The District agrees to pay the actual reasonable cost incurred by the Developer in preparation of the Work Product in accordance with the provisions of this Agreement, including the repayment of funds advanced by the Developer and used by the

District to fund the preparation of Work Product. The Developer shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Developer for the Work Product. The parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement on such date as the parties may jointly agree upon (“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 (“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 District’s Bond Trustee. 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 a 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 District’s Bond Trustee. The parties acknowledge that the Work Product is being acquired for use by the District in connection with the construction of the Improvements.

The Developer agrees to convey to the District the Work Product upon payment of the sums determined to be reasonable by the District Engineer and approved by the 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. To the extent determined necessary by the District, the Developer shall 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. Such releases shall be provided in a timely manner in the sole discretion of the District.

The Developer acknowledges the District’s right to use and rely upon the Work Product for any and all purposes.

The Developer agrees 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 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.

ACQUISITION OF IMPROVEMENTS. The Developer has constructed, is constructing, or has under contract to construct and complete certain Improvements. The District agrees to acquire those portions of the Improvements which have been commenced or completed prior to the issuance of District debt. 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 warranty bills of sale or such other instruments as may be requested by the District, and (iii) any other releases, indemnifications or documentation as may be reasonably requested by the District. Any Real Property interests necessary for the functioning of the Improvements to be acquired under this paragraph shall be reviewed and conveyed in accordance with the provisions of section 4. The District Engineer in consultation with District Counsel shall determine in writing whether or not 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 satisfaction of the District. If any item acquired is to be conveyed to a third party governmental body, then the Developer agrees to cooperate and provide such certifications or documents as may be required by that governmental body, if any.

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

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

ACQUISITION OF REAL PROPERTY. The District agrees to accept the dedication or conveyance of some or all of the real property over which the Improvements have been or will be constructed or which otherwise facilitates the operation and maintenance of the Improvements. Such dedication or conveyance shall be at no cost to the District. Developer agrees to provide to the District the following: (i) appropriate special warranty deeds or other instruments of conveyance acceptable to the District, and (ii) legal descriptions, whether by metes and bounds or other reference to plats or recorded data to the satisfaction of the District. Developer and the District agree that reasonable future adjustments to the legal descriptions may be made in order to accurately describe lands conveyed to the District and lands which remain in

Developer's ownership. The parties agree to cooperate and act in good faith in relation to any such adjustment(s) to legal descriptions. 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. The District may, in its discretion, require title insurance on any real property conveyed pursuant to this Agreement, which cost shall be borne by the Developer. Developer agrees that it has, or shall at the time of conveyance provide, good and marketable title to the real property to be acquired which shall be free from all liens and encumbrances. Developer here indemnifies and hold the District harmless from any and all claims, demands, liabilities, judgments, costs, or other actions which may be brought against or imposed upon the District as a result of Developer’s failure, whether intentional, negligent or otherwise, to comply with the terms of this section.

LIMITATION ON ACQUISITIONS. The Developer and the District agree and acknowledge that any and all acquisitions, whether for Improvements, Work Product or related Real Property, shall be limited to those items which may legally be acquired by the District in conformance with all applicable state and federal laws and regulations and that nothing herein shall be deemed or construed to require the acquisition of any item in contravention of these authorities.

TAXES, ASSESSMENTS, AND COSTS.

Taxes, assessments and costs resulting from Agreement. The Developer agrees to indemnify the District from and make payment for any and all taxes (ad valorem, personal property, intangibles, or otherwise), non-ad valorem assessments, and costs which may be imposed upon the District, or which the District is legally obligated to pay, as a result of the parties entering into this Agreement, if any, whether such taxes, assessments, or costs are imposed upon the District’s property or property interest, or the Developer’s property or property interest, or any other such expense. As to any parcel of Real Property conveyed by Developer pursuant to this Agreement, the potential obligations of the Developer to pay such taxes, assessments and cost that may be incurred as a result of the parties entering into this Agreement shall terminate one (1) year after conveyance of such parcel of Real Property.

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 St. Johns County tax collector an amount equal to the current ad valorem taxes and non-ad valorem assessments (with the exception of those ad valorem taxes and non-ad valorem assessments levied by the District) 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. For example, if the District acquires property in October 2022, the Developer shall escrow the pro rata amount of taxes due for the tax bill payable in November 2022. If any additional taxes are imposed on the District’s property in 2022, then the Developer agrees to reimburse the District for that additional amount.

Nothing in this Agreement shall prevent the District from asserting any rights to challenge any taxes or assessments imposed, if any, on any property of 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 B above. The Developer covenants to make any payments due hereunder in a timely manner in accord with Florida law. In the event that the Developer fails to make timely payment of any such taxes or costs, the Developer acknowledges the District’s right to make such payment. If the District makes such payment, the Developer agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at the maximum rate allowed by law from the date of the payment made by the District.

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

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

INDEMNIFICATION. For all actions or activities which occur prior to the date of the acquisition or assignment of the relevant Real Property, District 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, this Agreement or the use by the Developer, its officers, agents, employees, invitees or affiliates, of the Real Property, District Improvement, or Work Product, including litigation or any appellate proceedings with respect thereto, irrespective of the date of the initiation or notice of the claim, suit, etc.; provided, however, that the Developer shall not indemnify the District for a default by the District under this Agreement.

ENFORCEMENT OF AGREEMENT.	In the event that either 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 all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

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

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

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 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 District:	Longleaf Pines Community Development District
3501 Quadrangle Boulevard, Suite 270
Orlando, Florida 32817 Attn: District Manager

With a copy to:	Kutak Rock LLP
107 West College Avenue Tallahassee, Florida 32301 Attn: Katie S. Buchanan

If to the Developer:	ICI Crossroads Holdings, LLC
2379 Belville Road
Daytona Beach, Florida 32119 Attn: J. Andrew Hagan

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.

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.

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 bonds issued by the District for the purpose of acquiring any Work Product, Real Property, or portion of the Improvements.

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. 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.

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 venue for any litigation arising out of or related to this Agreement shall be in St. Johns County, Florida.

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

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.

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

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

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

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

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties execute this Agreement to be effective as of May 24,
2022.

ATTEST:	LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Secretary/ Assistant Secretary	

Kelly White
Chairperson/ Vice Chairperson Board of Supervisors	
	
ICI CROSSROADS HOLDINGS, LLC
a Florida limited liability company	

WITNESSES:	By its Managing Member:
INTERVEST CONSTRUCTION OF
JAX, INC., a Florida corporation	

(Print Name of Witness)	

By: J. Andrew Hagan
Its: 		

Exhibit A:	Supplemental Engineer’s Report