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, July 21, 2022, at 12:15 p.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 Perion
Administration of the Oath of Office to New Member of the Board of Supervisors

General Business Matters
Consideration of Minutes of the April 21, 2022, Board of Supervisors Meeting
Review & Acceptance of Fiscal Year 2021 Audit Report (Provided under separate cover)
Public Hearing on the Adoption of the District’s Annual Budget
Public Comments and Testimony
Board Comments
Consideration of Resolution 2022-38, Adopting the Fiscal Year 2023 Budget and Appropriating Funds
Public Hearing on the Imposition of Special Assessment
Public Comments and Testimony
Board Comments
Consideration of Resolution 2022-39, Imposing Special Assessment and Certifying an Assessment Roll
Consideration of Resolution 2022-40, Adopting the Annual Meeting Schedule for Fiscal Year 2022-2023
Letter from the Supervisor of Elections- St. Johns County
Review and Consideration of the Disclosure of Public Financing (under separate cover)

Consideration of Funding Requests # 14-22.
Consideration of Requisition #3 & Acquisition Documents Pertaining to Wetland Mitigation
Review of District Financial Statements

Other Business

Staff Reports District Counsel District Engineer District Manager
Supervisor Requests and Audience Comments Adjournment

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Administration of the Oath of Office to New Member of the Board of Supervisors

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS

OATH OF OFFICE

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

Board Supervisor

ACKNOWLEDGMENT OF OATH BEING TAKEN

STATE OF FLORIDA
COUNTY OF ST. JOHNS COUNTY

The	foregoing	oath	was	administered	before	me	this			day	of
	, 2022, by 	, who personally appeared  before  me,  and  is  personally  known  to  me  or  has  produced
	 as identification, and is the person described in and who took the aforementioned oath as a Member of the Board of Supervisors of Longleaf Pine Community Development District and acknowledged to and before me that he/she took said oath for the purposes therein expressed.

(NOTARY SEAL)

Notary Public, State of Florida

Print Name: 	

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Minutes of the April 21, 2022, Board of Supervisors’ Meeting

MINUTES OF MEETING

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS MEETING
Thursday, April 21, 2022
12:00 p.m. at the Holiday Inn St. Augustine – World Golf Village 457 Commerce Lake Drive
St. Augustine, FL 32095

Board Members present at roll call in person or via phone: Kelly White	Chairperson
James Stowers	Vice Chairperson
Andy Hagan	Assistant Secretary

Also, Present in person or via phone:
Vivian Carvalho	District Manager-PFM Group Consulting LLC Katie Buchanan	District Counsel- Kutak Rock LLP
Sete Zare	Underwriter- MBS Capital Markets	(via phone)
Ken Artin		Bond Counsel- Bryant Miller Olive	(via phone) Vince Dunn	District Engineer- Dunn & Associates, Inc.  (via phone) Mike Veazey	 ICI Homes- Project Manager	(via phone)
Amy Champagne   PFM Group Consulting LLC	(via phone)

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

The meeting was called to order at 12:10 p.m. Ms. Carvalho proceeded with roll call and confirmed quorum to proceed with the meeting. Those in attendance are outlined above.

Public Comment Period

There were no other public comments.

SECOND ORDER OF BUSINESS	Administrative Matters

Consideration of the Minutes of the January 20, 2022, Auditor Selection Committee Meeting

The Board reviewed the minutes of the January 20, 2022, Board of Supervisors’ Meeting.

ON MOTION by Ms. White, seconded by Mr. Hagan, with all in favor, the Board approved the Minutes of the January 20, 2022, Auditor Selection Committee Meeting.

Consideration of the Minutes of the January 20, 2022, Board of Supervisors Meeting

The Board reviewed the minutes of the January 20, 2022, Board of Supervisors’ Meeting.

ON MOTION by Mr. Stowers, seconded by Mr. Hagan, with all in favor, the Board approved the Minutes of the January 20, 2022, Board of Supervisors Meeting.

THIRD ORDER OF BUSINESS	General Business Matters

Ratification of Resolution 2022-34, Adopting Fiscal 2022 Budget

Mr. Carvalho explained that the Resolution 2022-34 is the correct resolution number for the approval of the Budget and not the previous resolution # that was presented and approved. Ms. Carvalho requested a motion to ratify Resolution 2022-34 by the Board.

ON MOTION by Ms. Hagan, seconded by Mr. Stowers, with all in favor, the Board ratified the Resolution 2022-34, Adopting the Fiscal 2022 Budget.

Consideration Resolution 2022- 35, Approving a Preliminary Budget for Fiscal Year 2023 and Setting a Public Hearing Date [Suggested Date, July 21, 2022] (under separate cover)

It was stated that this meeting would take place at 12:15 p.m. and the total net revenue for the Proposed Budget FY 2023 is $198,905.00.

ON MOTION by Ms. Hagan, seconded by Mr. Stowers, with all in favor, the Board approved the Preliminary Budget for Fiscal Year 2023 and Set a Public Hearing Date

Consideration of Resolution 2022- 36, Designating a Date, Time, and Location for Landowners’
Meeting of the District, and Providing for an Effective Date

Ms. Carvalho stated that this meeting will take place on November 1, 2022 at 11:30 a.m. if needed.

ON MOTION by Ms. White, seconded by Mr. Hagan, with all in favor, the Board approved Designating a Date, Time, and Location for Landowners’ Meeting of the District, and Providing for an Effective Date.

Consideration of Master Tax Collector Agreement with St. Johns County Tax Collector

ON MOTION by Mr. Hagan, seconded by Ms. White, with all in favor, the Board approved the Master Tax Collector Agreement with St. Johns County Tax Collector.

Ratification of Kutak Rock Retention & Fee Agreement

ON MOTION by Ms. White, seconded by Mr. Hagan, with all in favor, the Board ratified the Kutak Rock Retention & Fee Agreement

Ratification of Grau & Associates Engagement Letter for Auditing Services FY 2021

ON MOTION by Ms. White, seconded by Mr. Hagan, with all in favor, the Board ratified the Grau & Associates Engagement Letter for Auditing Services FY 2021.

Consideration of Funding Requests # 9-13

ON MOTION by Mr. Hagan, seconded by Mr. Stowers, with all in favor, the Board approved the Funding Requests # 9-13.

Review of District Financial Statements

Ms. Carvalho noted these are through February 28, 2022.

FOURTH ORDER OF BUSINESS	Other Business

Staff Reports

There were no reports.

FIFTH ORDER OF BUSINESS	Adjournment

Ms. Carvalho noted the next meeting is scheduled to take place May 19, 2022.

As there are no additional items to come before the Board, Ms. Carvalho requested a motion to adjourn the meeting.

ON MOTION by Ms. White, seconded by Mr. Hagan, with all in favor, the Thursday, April 23, 2022 Board of Supervisors’ Meeting of Longleaf Pine CDD was adjourned at 12:23 p.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Review and Acceptance of Fiscal Year 2021 Audit Report
(Provided Under Separate Cover)

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Resolution 2022-38, Adopting the Fiscal Year 2023 Budget and Appropriating Funds
(Exhibits Provided Under Separate Cover)

RESOLUTION 2022-38

THE ANNUAL APPROPRIATION RESOLUTION OF THE LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT (“DISTRICT”) RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGET(S) FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2022, AND ENDING SEPTEMBER 30, 2023; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the District Manager has, prior to the fifteenth (15th) day in June, 2022, submitted to the Board of Supervisors (“Board”) of the Longleaf Pine Community Development District (“District”) proposed budget(s) (“Proposed Budget”) for the fiscal year beginning October 1, 2022 and ending September 30, 2023 (“Fiscal Year 2022/2023”) along with an explanatory and complete financial plan for each fund of the District, pursuant to the provisions of Section 190.008(2)(a), Florida Statutes; and

WHEREAS, at least sixty (60) days prior to the adoption of the Proposed Budget, the District filed a copy of the Proposed Budget with the local governing authorities having jurisdiction over the area included in the District pursuant to the provisions of Section 190.008(2)(b), Florida Statutes; and

WHEREAS, the Board set a public hearing thereon and caused notice of such public hearing to be given by publication pursuant to Section 190.008(2)(a), Florida Statutes; and

WHEREAS, the District Manager posted the Proposed Budget on the District’s website at least two days before the public hearing; and

WHEREAS, Section 190.008(2)(a), Florida Statutes, requires that, prior to October 1st of each year, the Board, by passage of the Annual Appropriation Resolution, shall adopt a budget for the ensuing fiscal year and appropriate such sums of money as the Board deems necessary to defray all expenditures of the District during the ensuing fiscal year; and

WHEREAS, the District Manager has prepared a Proposed Budget, whereby the budget shall project the cash receipts and disbursements anticipated during a given time period, including reserves for contingencies for emergency or other unanticipated expenditures during the fiscal year.

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

SECTION 1.   BUDGET

The Board has reviewed the Proposed Budget, a copy of which is on file with the office of the District Manager and at the District’s Local Records Office, and hereby approves certain amendments thereto, as shown in Section 2 below.

The Proposed Budget, attached hereto as Exhibit “A,” as amended by the Board, is hereby adopted in accordance with the provisions of Section 190.008(2)(a), Florida Statutes (“Adopted Budget”), and incorporated herein by reference; provided, however, that the comparative figures contained in the Adopted Budget may be subsequently revised as deemed necessary by the District Manager to reflect actual revenues and expenditures.

The Adopted Budget, as amended, shall be maintained in the office of the District Manager and at the District’s Local Records Office and identified as “The Budget for the Longleaf Pine Community Development District for the Fiscal Year Ending September 30, 2023.”

The Adopted Budget shall be posted by the District Manager on the District’s official website within thirty (30) days after adoption, and shall remain on the website for at least 2 years.

SECTION 2.	APPROPRIATIONS

There is hereby appropriated out of the revenues of the District, for Fiscal Year 2022/2023, the sum of $	 to be raised by the levy of assessments and/or otherwise, which sum is deemed by the Board to be necessary to defray all expenditures of the District during said budget year, to be divided and appropriated in the following fashion:

TOTAL GENERAL FUND	$	

TOTAL ALL FUNDS	$	

SECTION 3.	BUDGET AMENDMENTS

Pursuant to Section 189.016, Florida Statutes, the District at any time within Fiscal Year 2022/2023 or within 60 days following the end of the Fiscal Year 2022/2023 may amend its Adopted Budget for that fiscal year as follows:

A line-item appropriation for expenditures within a fund may be decreased or increased by motion of the Board recorded in the minutes, and approving the expenditure, if the total appropriations of the fund do not increase.

The District Manager or Treasurer may approve an expenditure that would increase or decrease a line-item appropriation for expenditures within a fund if the total appropriations of the fund do not increase and if either (i) the aggregate change in the original appropriation item does not exceed the greater of $15,000

or 15% of the original appropriation, or (ii) such expenditure is authorized by separate disbursement or spending resolution.

Any other budget amendments shall be adopted by resolution and consistent with Florida law.

The District Manager or Treasurer must ensure that any amendments to the budget under paragraph c. above are posted on the District’s website within 5 days after adoption and remain on the website for at least 2 years.

SECTION 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 	 DAY OF 	, 2022.

ATTEST:	LONGLEAF PINE COMMUNITY
DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson/Vice	Chairperson,	Board	of Supervisors

Exhibit A:	FY 2022/2023 Budget

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Resolution 2022-39 Imposing Special Assessment and Certifying Assessment Roll

RESOLUTION 2022-39

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT MAKING A DETERMINATION OF BENEFIT AND IMPOSING SPECIAL ASSESSMENTS FOR FISCAL YEAR 2022/2023; PROVIDING FOR THE COLLECTION AND ENFORCEMENT OF SPECIAL ASSESSMENTS, INCLUDING BUT NOT LIMITED TO PENALTIES AND INTEREST THEREON; CERTIFYING AN ASSESSMENT ROLL; PROVIDING FOR AMENDMENTS TO THE ASSESSMENT ROLL; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Longleaf Pine Community Development District (“District”) is a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, for the purpose of providing, operating and maintaining infrastructure improvements, facilities and services to the lands within the District; and

WHEREAS, the District is located in St. Johns County, Florida (“County”); and

WHEREAS, the District has constructed or acquired various infrastructure improvements and provides certain services in accordance with the District’s adopted capital improvement plan and Chapter 190, Florida Statutes; and

WHEREAS, the Board of Supervisors (“Board”) of the District hereby determines to undertake various operations and maintenance and other activities described in the District’s budget(s) (“Adopted Budget”) for the fiscal year beginning October 1, 2022 and ending September 30, 2023 (“Fiscal Year 2022/2023”), attached hereto as Exhibit “A;” and

WHEREAS, the District must obtain sufficient funds to provide for the operation and maintenance of the services and facilities provided by the District as described in the Adopted Budget; and

WHEREAS, the provision of such services, facilities, and operations is a benefit to lands within the District; and

WHEREAS, Chapter 190, Florida Statutes, provides that the District may impose special assessments on benefitted lands within the District; and

WHEREAS, it is in the best interests of the District to proceed with the imposition of the special assessments for operations and maintenance in the amount set forth in the Adopted Budget; and

WHEREAS, the District has previously levied an assessment for debt service, which the District desires to collect for Fiscal Year 2022/2023; and

WHEREAS, it is in the best interests of the District to adopt the assessment roll (“Assessment Roll”) attached to this Resolution as Exhibit “B,” and to directly collect the special assessments as identified in the Assessment Roll; and

WHEREAS, it is in the best interests of the District to permit the District Manager to amend the Assessment Roll adopted herein, as the Property Appraiser updates the property roll for the County, for such time as authorized by Florida law.

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

SECTION 1. BENEFIT & ALLOCATION FINDINGS. The Board hereby finds and determines that the provision of the services, facilities, and operations as described in Exhibit “A” confers a special and peculiar benefit to the lands within the District, which benefit exceeds or equals the cost of the assessments. The allocation of the assessments to the specially benefitted lands, as shown in Exhibits “A” and “B,” is hereby found to be fair and reasonable.

SECTION 2. ASSESSMENT IMPOSITION. Pursuant to Chapters 170, 190 and 197, Florida Statutes, and using the procedures authorized by Florida law for the levy and collection of special assessments, a special assessment for operation and maintenance is hereby imposed and levied on benefitted lands within the District and in accordance with Exhibits “A” and “B.” The lien of the special assessments for operations and maintenance imposed and levied by this Resolution shall be effective upon passage of this Resolution. Moreover, pursuant to Section 197.3632(4), Florida Statutes, the lien amount shall serve as the “maximum rate” authorized by law for operation and maintenance assessments.

SECTION 3.	Collection and Enforcement; Penalties; Interest.

Direct Bill Assessments. The operations and maintenance special assessments will be collected directly by the District in accordance with Florida law, as set forth in Exhibits “A” and “B.” Operation and maintenance assessments directly collected by the District are due according to the following schedule: 25% due no later than October 15, 2022; 25% due no later than January 15, 2023; 25% due no later than April 15, 2023; and 25% due no later than July 15, 2023. In the event that an assessment payment is not made in accordance with the schedule stated above, the whole assessment – including any remaining partial, deferred payments for Fiscal Year 2022/2023, shall immediately become due and payable; shall accrue interest, penalties in the amount of one percent (1%) per month, and all costs of collection and enforcement; and shall either be enforced pursuant to a foreclosure action, or, at the District’s sole discretion, collected pursuant to the Uniform Method on a future tax bill, which amount may include penalties, interest, and costs of collection and enforcement. Any prejudgment interest on delinquent assessments shall accrue at the rate of any bonds secured by the assessments, or at the statutory prejudgment interest rate, as applicable. In the event an assessment subject to direct collection by

the District shall be delinquent, the District Manager and District Counsel, without further authorization by the Board, may initiate foreclosure proceedings pursuant to Chapter 170, Florida Statutes, or other applicable law to collect and enforce the whole assessment, as set forth herein.

Future Collection Methods. The decision to collect special assessments by any particular method – e.g., on the tax roll or by direct bill – does not mean that such method will be used to collect special assessments in future years, and the District reserves the right in its sole discretion to select collection methods in any given year, regardless of past practices.

SECTION 4.	ASSESSMENT ROLL. The Assessment Roll, attached to this Resolution as
Exhibit “B,” is hereby certified for collection. The proceeds therefrom shall be paid to the District.

SECTION 5. Assessment Roll Amendment. The District Manager shall keep apprised of all updates made to the County property roll by the Property Appraiser after the date of this Resolution, and shall amend the Assessment Roll in accordance with any such updates, for such time as authorized by Florida law, to the County property roll. After any amendment of the Assessment Roll, the District Manager shall file the updates in the District records.

SECTION 6. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.

SECTION 7. EFFECTIVE DATE. This Resolution shall take effect upon the passage and adoption of this Resolution by the Board.

PASSED AND ADOPTED this 	 day of 	, 2022.

ATTEST:	LONGLEAF PINE COMMUNITY
DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chair / Vice Chair, Board of Supervisors

Exhibit A:	Budget
Exhibit B:	Assessment Roll

Exhibit A
Budget

Exhibit B
Assessment Roll

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Resolution 2022-40 Adopting the Annual Meeting Schedule for Fiscal Year 2022-2023

RESOLUTION 2022-40

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT ADOPTING THE ANNUAL MEETING SCHEDULE FOR FISCAL YEAR 2022-2023

WHEREAS, the Longleaf Pine Community Development District (the "District") is a local unit of special-purpose government organized and existing in accordance with Chapter 2004-423, Laws of Florida; and

WHEREAS, the District is required by Florida law to prepare an annual schedule of its regular public meetings which designates the date, time and location of the District’s meetings; and

WHEREAS, the Board has proposed the Fiscal Year 2022-2023 annual meeting schedule as attached in Exhibit A;

NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF THE LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

The Fiscal Year 2022-2023 annual public meeting schedule attached hereto and incorporated by reference herein as Exhibit A is hereby approved and will be published in accordance with the requirements of Florida law.

This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED THIS 	 DAY OF JULY, 2022.

ATTEST:	LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman/Vice Chairman

EXHIBIT “A”

BOARD OF SUPERVISORS MEETING DATES LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT
FISCAL YEAR 2022-2023

October 20, 2022
January 19, 2023
April 20, 2023
July 20, 2023

All meetings will convene at 12:15 p.m. at Guy Harvey Resort St. Augustine Beach- 860 A1A Beach Blvd, St Augustine Beach, FL 32080

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Letter from the Supervisor of Elections Saint Johns County

st.Jot	oky	r / Eleces

April 27, 2022

Longleaf Pine CDD
Attn: Jennifer Walden, Sr. Dist. Manager c/o PFM
3501 Quadrangle Blvd., Suite 270
Orlando, FL 32817 Dear Ms. Walden:
In response to your request regarding Section 190.006(3)(a)(2)(d), Florida Statutes, the following information is applicable for:

Longleaf Pine CDD

0 registered voters in St. Johns County

This number is based on the streets within the legal description on file with this office as of April 15, 2022.

Please contact us if we may be of further assistance.

Sincerely,

VickyC. Oakes
Supervisor of Elections VO/ew

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Review and Consideration of the Disclosure of Public Financing (Provided Under Separate Cover)

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Funding Requests #14 -- 22

LONGLEAF PINE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 014 3/31/2022

Item No.

Vendor

Invoice
Number

FY22
General
rund

1	PFM Group Consulting LLC Billable Expenses: January 2022	
119380	
$	1,164.54	
2	VGlobalTech
Web Design: New ADA Compliant Website	
3603	
$	3,000.00	
Monthly Website Fee: N]arch 2022	3645	$	160.00	
Monthly Website Fee: February 2022	3703	$	150.00	

	TOTAL	$	4,474.54 

Board	ember

LONGLEAF PINE
C O M M U N I T Y	D E V E L 0 P M E N T	D I S T R I C T

Funding Request No. 015 4/7/2022

Item No.	
Vendor	Invoice Number	FY22
General
Fund	

1	
Kutak Rock
District Counsel Through 02/28/22	

3024446	

$	99.00	
				
		TOTAL	$	99.00	

Board M	ber

LONGLEAF PINE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 016 4/14/2022

Item
No.

Vendor

Invoice Number

FY22
General
Fund

1		Jacksonville Daily Record Legal Advertising on 04/14/22

22-00150J

$	146.00

	TOTAL	 $	146.00 

Boar	ember

LONGLEAF PINE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 017 4/21/2022		
		FY22	
Item	Vendor	Invoice	General	
No.	Number	Fund	

1	PFM Group Consulting LLC			
Billable Expenses: March 2022	119673	$	121.00	
			
	TOTAL	$	121.00	

Bo	Member

LONGLEAF PINE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 018 4/28/2022

Item
No.

Vendor

Invoice Number

FY22
General
Fund

1	PFM Group Consulting LLC District Management Fee: April 2022

DM-04-2022-29	$	2,083.33

TOTAL	$	2,083.33

Boar  Member

LONGLEAF PINE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 019 5/5/2022

Item No.	
Vendor	Invoice Number	FY22
General
Fund	

1	
Kutak Rock			
	District Counsel Through 03/31/22	3040163	$	768.00	
				
		TOTAL	$	768.00	

Boar  Member

LONGLEAF PINE
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 020 5/19/2022

Item No.

Vendor

Invoice Number

FY22
General Fund

1	Jacksonville Daily Record		
Legal Advertising on 05/12/22	22-00204J	$	146.00	
2	VGlobalTech			
Monthly Website Fee: April 2022	3780	$	160.00	
Monthly Website Fee: May 2022	3860	$	160.00	
			
	TOTAL	$	466.00	

Boar	émber

LONGLEAF PINE
C0	M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 021 5/26/2022

Item No.

Vendor

Invoice Number

FY22
General Fund

1	PFM Group Consulting
District Management Fee: May 2022

DM-05-2022-28	$	2,083.33

TOTAL	$	2,083.33

Boar	ember

LONGLEAF PINE
C 0 M M U N I T Y	D E V E L O P M E N T	D I S T R I C T

Funding Request No. 022 6/9/2022

Item No.	
Vendor	Invoice Number	FY22
General Fund	

1	
Kutak Rock
District Counsel Through 04/30/22	

3054479	

$	709.06	
2	PFM Group Consulting
Billable Expenses Through May 2022	
120270	
$	50.05	
	District Management Fee: June 2022	DM-06-2022-26	$	2,083.33	
	Postage: April 2022	OE-EXP-05-029	$	1.06	
				
		TOTAL	$	2,843.50	

Boar	ember

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Consideration of Requisition #3 & Acquisition Documents Pertaining to Wetland Mitigation

REQUISITION - 2022 ACQUISITION AND CONSTRUCTION ACCOUNT

Longleaf Pine Community Development District St. Johns County, Florida

U.S. Bank Trust Company, as Trustee Orlando, Florida

LONGLEAF PIPE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REV EN U E BONDS, SERIES 2022

The undersigned, a Responsible Officer of the Longleaf Pine Community Development District (the “District”) hereby submits the following requisition for disbursement under and pursuant to the tei'ms of the Master Trust Indenture between the District and U.S. Bank Trust Company, as ti'ustee (the “Trustee”), dated as of May 24, 2022, as supplemented by that certain First Supplemental Trust Indenture dated as of May 24, 2022 (collectively, the “Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture);

Requisition Number . 3

Name of Payee: ICI Crossroads Holdings, LLC

Amount Payable: $1.6,900.00

Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a conti'act involving progi ess payments): Wetland mitigation ciedits in conjunction with the 2022 Project

Account from which disbut'sement to be made: 2022 Acquisition and Construction Account

The undersigned hereby certifies that:

obligations in the stated amount set forth above have been incuri'ed by the District;

each disbiii'sement set forth above is a proper charge against the Account referenced in “E” above;

each disbui'sement set forth above was incurred in connection with the Cost of the 2022 Project;

each disbursement represents a Cost of the 2022 Pt oject which has not previously been paid; and

the costs set forth in the requisition are reasonable.

The undet'signed liereby further certifies that there has not been fi led with or served upon the District notice of any l ien, right to lien, or attachment upon, ör claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been i'eleased ot' will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any i'etained percentage which the District is at the date of such certificate entitled to retain.

Copies of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested or other similar evidence of proof of payment is on file with the District.

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

onsible Officer

By:

The undersigned Consulting Engineer hereby certifies that: (i) this disbursement is for the Cost of the 2022 Project and is consistent with the report of the Consulting Engineei’, as such report has been amended or modified; (ii) that the portion of the 2022 Project improvements being acquired from the proceeds of the Series 2022 Bonds have been completed in accordance with the plans and specifications therefor; (iii) the 2022 Pi oject improvements subject to this disbut'sement are constructed in a sound workmanlike manner and in accordance with industry standards; (iv) the purchase price being paid by the Disti'ict for the 2022 Project improvements being acquired pursuant to this disbursement is no more than the lesser of the fair market value of such improvements and the actual Cost of constt'uction of siich improvements; and (v) the plans and specifications for the 2022 Project improvements subject to this disbursement have been appi oved by all Regulatory Bodies requited to appi ove them.

Consulting Engineer Vincent J. Dunn, P.E.

June 13, 2022

Board of Supervisors
Longleaf Pine Community Development District c/o PFM Group Consulting LLC
3501 Quadrangle Blvd., Suite 270
Orlando, Floi'ida 32817

RE:	Acquisition of Mitigation Credits Dear Sir or’ Madam:
ICI Ci'ossioads Holdings, LLC (“Developer”), wishes to sell to the Longleaf Pine Community Development District (“District”) all rights, interests, and entitlements to those certain mitigation ci'edits Developer’ acquired pursuant to the Credit Resei’»ation and Pui'chase Agi eenient dated December 9, 2020, a copy of which is attached hereto as Exhibit A. The Developer wishes to convey the mitigation credits, which relate to improvements described in the District's Engineer’’s Report Capital Itnpi'ovements for’ Infrasti'uclwe dated October 12, 2021, as updated by the Supplemental Engineer’’s Report Capital Iinpi-o»eitients for’ Infi-astt'uctm-e dated March 17, 2022 (together, “Engineer's Report”), to the District in exchange for the payment of $16,900.00, from the Disti’ict’s tax-exempt bonds.

Sincerely,

company

ICI Ci’ossi’oads Holdings, LLC, a Florida limited liability
Print Name: Morteza Hosseini-Kargar
President of Intervest Construction of Jax, Inc. Sole Member of ICI Crossroads Holdings, LLC

Exhibit A — Credit Reservation and Pui'chase Agreement

Exliibit A

CRûDlT BESEftVATION AND PURCHASE AGREEIVIENT

for Hlghlands Ranch Mltlgation Bank

On this 4”' day of December, 2020, CRP/HLV Highlands Ranch LLC, 1611 MayfoÏf Ftd. Sie 1, JacXscnville, rloiida 32207, Iho Owi\er of tho I liu la u n«mu Mi‹i/aii i Bank (hereinafter "Seller" or "Higl\lands Ranch") does hereby offer to reserve and sel aside for future assignment for the sole benefit of ICI Crossroads Holdings, LLC (heieliJafter "Buyer"), a total of .21 State and .34 Federal Mitigation Bank Credlts (“credits“). The credits are available and have been issued tn '3dIer pursuant to '3nller’s Mitigation Banking Permits: SI. Johns River Water Management Distrlct (SJI3WMD}: 4- 019-J 18094-2; ated U.S. Airny Curps uf Erigli\+ers (USACOE): M8I/SAJ-2008-4782-VG.

When full payment is made, Seller will formally assign the credits reserved by this Credit FteservatIon and Purchase Agreement (herelnafter "Agreement") to Buyer. In thls instance, Buyer has iMrlirnted that Ihese rradils are to he c›sed to off«at hath federal anrt state regulated wetland impacts associated with the Crossroads at Middlebourne, SJRWMD application number 113098-16 and USACE application number SAJ- 2018-02253. Seller warrants that the combined federal/slate mitigation credls reserved herein are and will be availabl°. for Buyef to o(fset approved impacts proposed for this project within the terms descilbed hereln. Seller makes no warranty that the credits, reserved herein, are sufficient to offset any particular impact associated with the Buyer‘s project.

Sollor horoby commits to fully nssign tho .21 stoto and .34 Fodoral Mitigation Bank Credits reserved combined federal/state mitigation credits mom the Hlghlafids Ranch Mitigation Bank to Buyer (and direct the SI. Johns River Water Management District and US Army Corps of Gnginoore to doduet thoso crodite from its stato and foderal lodgoro, as appropriate) if full paymont 1s made within 180 days from the receipt ol a 10% deposit of the total purchase price. The total purchase price for the .21 State and .34 Federal Mitigation Bank Credits crodita ia sixtoon thousand nlno hundred dollars (S16,900.00). This Agreement is subject to acceptance wilhin 30 days of Ihe above late. Beyond that time, the price and availability of credits cannot be guaranteed.

Buyer shall pay a 10°/» deposit of ono thousand six hundred ninety dollars
$1,690.00) upon execution of this Agroomer›l and shall return payment for the some to Seller oIoog with the executed copy of this Agreement. This deposit ia refundable on a pro-rated basis, beginning on the date of lhe receipt of deposit. Such refund shall only occur if the Buyer terminates this Agreement by giving written notilication to the Seller, thereby giving up any onJ all claims to, or intorost in, tho mitigation creciits reserved hereby. Upon such termination, thg gfO-rated terms governing any refunds of the deposit shall be as follows: 50% refcindable within 30 days; 40"/ refundable wilhin G0 days; 30% refundable within SD days; 20% refundable within 120 days; 10°/+ refundable within 150 days; and 0% refundable thereafter. If Buyer desiros a credo resen/ation time extension beyond the 180 days warranted by this Agreement, an additional extension of 00 days mey be granted by Seller prior to the expiration of this Agreement, upon payment from Buyer to Seller of an additional 10% non-refundable deposit

I l›is doposlt Is also raluildable If the sl. Jot\ns lower \valei IaanageineHl Dlstii«t oi Floñ‹ln Depnitn cnl of KAvlrcmnanlul Protrcllon doan r\of nt›txove Ilio ‹ise ol lhe slgle c‹odil ' or II a US Ai‹ny ort›o ol E i\gincnrs doos nol npprovo c( Ilio uso of tho fcdc«›l c‹+iJils, 3uI!e‹ will iufuixl Buyai tliu dePosrt upun receipt iit \•n›t rltj of docum«nIotiop Indicating the appropriate agency's dlsapproval of the credit ‹isa e. In such case, Duyor html leave mo ftutl›cr ohllgntlon lo Ixirchasu the crcdlls.

If II\e a\›cve roferel›cad agencies approve li a isa ol twu ciaclils, Ihe I›aIai1‹:+ of lhe lutal ri‹•‹\iI t›mcfia' c• piice shnlI bo due end payable w#hIn 10 days of Issuance of the last of the ien‹JIfe‹l f:crniIl(s) n‹iIhofizinp the use of any or nll of Ihc crcrllts Io offsel uztloncl iii›|›acts. ur 180 ‹days affai iocoit›I ol dot+csit v+I ichovcr occurs firm Unlass an oxtonslon is purchased by Lluyof. failure to I r›alIze \Iia cradil purchase \uIl›In 100 dayr allm iuceipt of cloposit shall be conta:Iered r/cfnMII h\' Ilii'/er, thereby teimlnetlnc this Agreement and fcrfolt›iJ Ihn ‹Io osil

The Pnftics rrprcscnl Io nnc nnathcr thnl tho cxecciIlon, delivery nnd performan/:c of tl1Is /xgroa£nei\l does not violate o‹ coil\let vzltI1, any pfcvl*Iofis ol Ihu curt:.oiale im‹HIer ni I›y lii\'*a ol oillmr f'nrly, eny conliucl, financing ngree n1ent, lease, or ollter cgrcetncnt of the Panies or by whlch any of tl\eIr properties n1a'y ba afteclod, or a ny law, iegulallon, judgiriof\I, uida‹ cx sJucioo lo which either nf lino I'nities me subject cr fly wI\i‹:l any of IfteI‹ propcnies may be affected.

7I o oxcc‹itioi , dolivniy, nnd pa‹folIn«\co oI thls Agr‹amenl clpgq no( rcqulrc the consent or ef›nrovaI of or tf\e giviog of notice to any person or entity oxcept for II\ose coi›sonts which liavn Ijoun duly m1d finally obIr‹Ii+o‹l aniJ oro In } ill forco mcd offecl.

If III Is Agraon6nl must to eHlc‹c6d Io ccurl, lhe F'ailies censoMl to Uie julisdiclior of Floiidn state co‹iits willing in D‹›v«I CcHnly. Flo?ln, mxt thot vci›\›c !cr nny s‹›cI\ icIl‹›ii shnll be In &uvnl Cou•y, ri«Id«, Tho P»«I«s \v,Ivo tho right to lufy Irial. In any oc tion to enforce Iliic z\9rooinont. tlio provailiiip por ly clioll iocouoiy ils loqel i:xpoiioos morn iho now-they riiliny pnily

this ›\gr+ainui\I ‹s eiJliie agreement and cindorst:›f«Jing t›otvmoii II\o Pauses, .and uHpcrse‹J‹*s rII tHloi ngice‹nrnts m1‹I ‹›ndcisIt›n‹iirigs. Tills Agieen r'i\t may’ be executed ii› a iJui\\bal of cuui\te‹paits, uacIi ol whicl› shall censtilute aii original. aitcl all ol vol\ich logollior sl›olI cnnslitt›lc ci\o m\‹J tl›o Lai 1c dccunlri t. Sign»t‹iros inny inc affixed Io, iJiici communicated fry, facsimile copIc", or other electronic Iransmlsslon, nnd such 6ignctufoñ GTJall (urtll0f cOl\+lit\JIO, at\d IlaVa ()t0 S0f3lc cTfUul as. alt crigitlal,

f*aymei ts sl›alI be add( CftF"/I ILV I highlands ltanch LLC, and dolivgrod to: CnP/+Ji.v Hlgfilancls Ftnnch I.I.C, Atm. hlerc Unssan. IG 11 K1nyfnIr nd. Sta 101, Jock6oi›viIIe. Floii‹l:i 32307 or Uy ‹vi‹o tr.uJs(or Io an accotH I Sollor ‹lirecls U(on roralj›l of tho initial deposit. Seller 'nII seiid a Nol‹co of Crodit I3osarvation Io Iho apt›ropriaIu envlionmcntol rug\iInton/ a9onclos.

ron sri.i.en.
CRP/HLV Highlands Rancl\ LLC

ICI Close roads HoIJIi1gs, LLc

uate

corporate Representative |Printed Nan .):

Ci iAnLcNE D. ii‹LANU

AFFIDAVIT REGARDING COSTS PAID

STATE OF FLORIDA COUNTY OF ST. JOHNS

I, Moiteza Hosseini-Kargar, of ICI Ci’ossi’oads Holdings, LLC (“Developer”), being first duly sworn, do hereby state for my affidavit as follows:

I have pei'sonal knowledge of the matters set forth in this affidavit.

My name is Morteza Hosseini-Kaigar, and I am Pi‘esident of Intervest Construction of Jax, Inc., the Sole Owner of the Developer. I have authority to make this affidavit on behalf of Developer’.

The Developer’ is the developer of certain lands within Longleaf Pine Community Development Disti ict, a special purpose unit of local government established pursuant to Chapter 190, F'loriJv Statutes (“District”).

The Engineer’ ’s Repoi'l Cuyital Imyi ovements %i’ Infi'astruclure dated October 12, 2021, as updated by the Supplemental Engineer ’s Repoi't Capital Improvements for Infi-usti’uclui’e dated March 17, 2022, among other applicable reports related to the Disti’ict’s current and future bond series (together, “Engineer's Report”) describes certain improvements that the Disti'ict intends to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, or maintain pursuant to Chapter’ 190, Florida Statutes.

Pui'suant to the Ci'edit Reservcition and Pw chase Agreeinent dated December 9, 2020, a copy of which is attached hereto as Exhibit A, Developei has expended funds to obtain mitigation credits ielative to its construction of the iinpi'ovements described in the Engineer's Report. The attached Exhibit B accurately states the amount that Developer has spent on the pui'chase of the mitigation ci'edits.

6   In making this affidavit, I understand that the District intends to i'ely on this affidavit for’ purposes of accepting an acquisition of the mitigation ci'edits described in Exhibit A.

[CONTINUED ON NEXT PAGE)

Under penalties of perjury, I declai'e that I have read the foregoing Affidavit Regarding Costs Paid and the facts alleged ai'e true and correct to the best of my knowledge and belief.

Executed this 13"’ day of June, 2022.

Morteza Hosseini-Ka g

STATE OF FLORIDA

The foregoing instrument was sworn and subscribed before me this 13"’ day of June, 2022, by Morteza Hosseini-Kargai’, who [X ] is personally known to me or [ ] produced 	as identification.

(NOTARY SEAL)

Notary Public Signature
JOANNE SCHMIEDER
(Name typed, printed or stamped) Notary Public, State of 		)o n‹’N	 Commission No. @ @	 $ Jh9	 h  My Commission Expires:

J0xfl#E $CH\1IEDER

EXpiios December 16, 2022
8 rded Thu Troy Rein msaiane 8fifi-185•7fi\8

oo a

Exhibit A — Ci‘edit Reservation and Purchase Agreement
Exhibit B— Copy of Payment

Exhibit A

CREDIT FtESERVATION AND PURCHASE AGREEMENT

for Highlands Ranch Mitigation Bank

On this 4”’ day of December, 2020, CRP/HLV Highlands Ranch LLC, 1611 Mayfair Rd. Ste 1, Jacksoi›ville, Floiida 32207, tho Owi\ei of the I ligl lancls ranuI› Miti\jatiun Bank (hereinafter "Seller" or "Highlands Ranch") does hereby offer to reserve and set aside for fulure assignment for the sole benefit of ICI Crossroads Holdings, LLC (Ijelelnafter ”Buyer"), a total of .21 State and .34 Federal Mltlgatloii Bauk Credlts ("credits"). The credits are available and have been issued to Seller pi rs‹Jant tn fieller's Mitigation Banking Permits: SL Johns River Water Management District (SJRWMD): 4- 019-1 18094-2; arid U.S. Ar«Jy Corps of Erxjlrieers (USACOE): MBI/SAJ-2008-4752-\’G.

When full payment is i'nade, Seller will formally assign the credits reserved by this Credit Reservation and Purchase Agreement (hereinafter "Agreement") to Buyer. In tills instance, »v• ins i ldicated that thnse cradils are tn ho ‹isecl In cffsnl bnlh fodnral nn¢l state regulated wetland impacts associated with the Crossroads at Middlebouri›e, SJRWMD application number 113098-16 and USACE application numher SAJ- 2018-02253, Snller warrants that Ihe combined federal/state mitigation creclits reserved hereln are and will be available for Buyer to offset approved impacts proposed for this project within the terms described herein. Seller makes no warranty that lhe credits, reserved herein, are sufficient to offset any particular impact associated with the Buyer's project.

Sollor horoby commits to IuIIy nssign tho .21 St«to «nd .34 Fodoral Mitigation Bank Credits reserved combined federal/slato mitigation credits morn tho Highlands Ranch Mitigation Bank to Buyer (and direct the St. Johns River Water Mana8ementDistrict and US Army Corps of Enginoorc to doduct thooo crodite from its stato end fodoral lodgorc,
as appropriate) if full payment is made within 180 days from the receipt of a 1O% deposit of the total purchase price. The total purchase prlce for the .21 State and .34 Federal Mitigation Bank Credits crodits is aixtoon thousand nino hundrocl dollars (516,900.00). This Agreement iS subject to acceptance wilhin 30 days of the above date. Beyond that time, the jxice and availability of credits cannol be guaranteed.

Buyer shall pay a 10% deposit of one thousand six liundrod uinety dollars
$1,690.00) upon execution of thls Agreemont and shall return payment for the some to Seller oIoog with tho cxocutcd copy of this Agreement. This deposit io refundable on a pro-rated basis, beginning on the date of Ihe receipt of depos!t. StlCh
refund shall only occur if the Duyer terminates this Agreement by giving written
notification to the SoIler, Ihoreby giving up any and all cloima to, or interoot in, tho mitigation credits reserved hereby. Upon such termination, the pro-rated terms governing any refui\ds of the deposit shall be as follows: 50% refundable within 30 days; 40”/ refundable within GO duys, 30"/ refundable within 00 days; 20% refundable within 120 days; 10% refundable within 150 days; and O/« refundable thereafter. If Buyer desires a credit reservation time extension beyond the 180 days warranted by this Agreement, an additional extension of 00 days may be granted by Seller prior to the expiration of this Agreement, upon payment from Buyei to Seller of an additional 1O% non refundable deposit

1 ills Uefiosit is also rafuMdable if two St. JofH›s I‹lvei \valer I.1ai\au+inenl Dlsliicl o‹ FTnridn Dr:;JMf1Jel\l of E‹\vIrorin1enluI Frutw:iI‹›n ‹does n‹›l n/›/xove tIi‹• \i'su of Ihe sete orur/ila ur tlin US /1irJ›\' t'orps ol E nginoor b ‹inc's I1ol fipt›rr›vo o( Ille \›ae of ll1u fctlcrul crttJi\s, Sella‹ will iulufxl Nuyui tliu daPosit uPon roceipl in v// ling of documentation
indlcetin9 the rpproprlote ogency's dlsappioval or the credii v>0• In such taso. Ouyor
shall h‹tvc no fuitl›cr ohllgiillcn ie Ixirchnse II\e credits.

It the above ieterencad agencies approve tna use of lin creuils, like 1›alaiice of flu lolul eredit ;›riicIms‹* pilrt* shnll I›e due enrl payable \vñhln 10 days of Issuance of the last of It\e ic9‹›Iro‹I Ix'‹n\Il(s) n\iIhorizing the use of cny or all of the credos Io offscl wctlnn0 iii iJiiicls, or 180 d ayr. oltoi iecoipl of iloposil vzliicliovor occurs f«sl Unless ‹th oktons ten is purchased by Duyo/. failure to finalize tiga craJil pui chase \v\llili 100 uays altnr iece‹pt of deposit shnll CO04M0ff I f4PfAtllT h\' I3myrr. Iherehy terminatlng thls Agreement and foi1oiflng tIj‹› dopcslt
The PaitioS fc|xcscnl to one another mhm the excculioi›, drlI'7ery nnd performance of
\hIS /\gF9e£neI1t d08s I\Ot VOlate Of COflfllCt v/II)1, any pfOVlslOil6 of I)Ie cor}alT4te charter ui by Iu\vs of sillier Pally, any coMracl. financing ngrc‹in em, leuse, or other agreement of the Panies or by which any of ttlolr proPortles may ba affoctoc, oi ai›\' law, iegvlall¢n, j‹Jdgn1otiI, oidor ur decico ie \vl icli tJ ilh‹°i of II\a l’aiIñ*s nro sul›je I or {i\' whicl› nlly of their progenies may be affected,

’I I\o cxnclllioi , df*Iivofy, and {›ciIclrnnnre ul this Agr‹'cmnnt does not fgqulrg II\e consent or npgroval of or the giviiq of notice to any pe/soi\ or enlily except for those consume whioh l›avo huon iJ\iIy and Finally ol›IaIiw‹l nnd mo In full fnic« mcd olfucl.
lf this AqreeiweiH must be enIorceci In court, lha Parties consent to Rio juiistliction of Florida stato cowls sibling in Dlivul Co‹it ly,  Ihnl veiiuc for ony sticli ncllon soul a i• »•«i county, ri» isr.  i» f'artIos \valvo tho light to a |ury trial. In any achoil to ci\feicc lIHt y\g‹oeH\ui\I. It\u prevailing paily shull tocovory its Icgnl oxtToTaRos Irons tl1o i›oi1-t›icvnlling t›i fly.

“I l›is /‹greei›++nl ts eoliie .agmen1oi\I anul \in‹lnrst. ii‹Iii›g I olv>›oi1 tine Pai mos, ailtl if›erseJes nll fyIor rigrc‹'‹›1ents nn‹l ‹inrIorstm\di‹tgs. Tf\ls Ag/rnrneiit n›ny Ix• rxecuted li* a i\un›5er uf counteipaits, eaul\ ul v/hicI\ sliall coi\sliluld aii o‹igir\al, aud all of \’rl\i«t1 tof/olliur slJall cnnstit‹›lo ana m1d tI›c sume ‹Iocui›1cnl. Slgi utt/res may Gc afflxcd Iu. rn tJ sommunlcntcd  Gy,  fncsimile  coplcs,  or othcr clectronlc trnnsmlsslon,  and  such
signatures shall furtl›« coi›sLtuto, and I›avc II\o sa 11e offecl as. an c‹igiiial.

f’aymei›Is shall be dat	Lt7F°/l ILV highlands f\anch LLC. ancl dolivoiod to.
OftD/HLV HIgIiInnt4s Ftnnch I.I.f„ Arm  Ivlnrc lJassan, 1t211 k\gyfair Ind. Sta 1O1,
,I.i‹:ksoi\viIIn, Flcii‹l:› 32207 or lay \viio li:H\sfer to .In accntii\I Solloi dlrocls Upon iecoI{t of the initial deposit. SeIIor ill send a Notico of fiiedi\ ñoscrvation to mo aPl›ruPr alu cnvlfonmcntal regulatory agonclos.

3- n iiu u sPc ell iRlHA ”›H/d I 3

Exhibit E

Icl Tlomes Ttesldonllnl Holdlnge. LLC
N 0	5  C	V	d	H	NO	CH	D

nxTc	invoicL	r.xPLAN hou	ORO99	Discou*ïT	E+	
t2 07/20	20120/	nytigelion cra	is.sa 00	.CO	16.0ü0.00	

CTïüCK Jolcl:	10,H0.00	.00	KOOOOD

DAT •	TI'JVOIC E
12/07/20 20 t207

EXPLANATION	GROSS	DïSCOUMT	NET

CHECK Total:	     

G#-17 /G12

 	

Jackson\ella, ML 32207

h LLC

101 t f'.toyIulr

Ranc
V1O1

DISTRICT ENGINEER'S CERTIFICATE

	, 2022

4 858-0083—5876.1

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS, that ICI Ci’ossi’oads Holdings, LLC, a Florida limited liability company, (“SELLER”) for good and valuable consideration paid by Longleaf Pine Community Development Disti ict, a unit of special purpose local govei'iunent located in St. Johns County, Floi ida (“BUYER”), the receipt and sufficiency of which are hereby acknowledged, has granted, bar gained, sold, transferred and delivered to the BUYER, its successor's, heirs, executor's, administi'ators and assigns foi'ever, all rights, intei‘ests, and entitlements to those certain mitigation credits (“MITIGATION CREDITS”) Developer acquii‘ed pursuant to the Ci'edit Resei’»ation and Pui'chase Agi eeinenl dated December’ 9, 2020, a copy of which is attached hereto as Exhibit A attached hereto and incorporated herein by iefei'ence, to have and to hold the same unto the BUYER, its executors, administi'ators and assigns foi'ever.

SELLER hereby covenants with BUYER, its successor's and assigns, that (i) SELLER is the lawful owner of the MITIGATION CREDITS, (ii) the MITIGATION CREDITS aide fi'ee from all encumbrances, (iii) SELLER is unawai'e of any liens or encumbrances and covenants to timely address any such liens or eneuinbi'ances if and when filed, (iv) SELLER has good right to sell the MITIGATION CREDITS, and (v) the SELLER will warrant and defend the sale of the MITIGATION CREDITS hei'eby made unto the BUYER, its successoi's and assigns, against the lawful claims and demands of all persons whosoever.

This conveyance is made without recoui'se to or representation or warranty by SELLER except that SELLER has not previously conveyed, transferred or assigned any of the MITIGATION CREDITS to any third party. Nothing herein is intended to nor’ shall it be deemed to be an assumption or creation of any liabilities or’ obligations on the pai't of SELLER, and SELLER hei'eby expressly disclaims any such liabilities or obligations. SELLER further confirms that this Bill of Sale includes the conveyance to the BUYER of all right, title, interest, and benefit of SELLER, if any, in, to and under any and all contracts, guai'anties, affidavits, warranties, bonds, insui'ance i'ights, indemnification, defense and hold harmless rights, enforcement rights, claims, lien waiver's, and other’ rights of any kind, given heretofore and with respect to the creation and sale of the MITIGATION CREDITS.

By execution of this document, the SELLER affirniatively represents that it has the contractual right, consent and lawful authoi'ity of any and all foi'ms to take this action in this document and in this form. Nothing herein shall be consti‘ued as a waiver of BUYER's limitations on liability provided in Section 768.28, Floi'idci Statutes.

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the SELLER has hei‘eunto set its hand and seal this  I 	day of	,
2022.

Signed, sealed and delivei'ed by:

ICI Ci'ossioads Holdings, LLC, a Florida limited liability companys

Bd :
Print Name: Moi'teza Hosseini-Kargar Pi'esident of Inteivest Construction of Jax, Inc. Sole Member of ICI Ciossioads Holdings, LLC

STATE OF FLORIDA	) COUNTY OF VOLUSIA	)
I HEREBY CERTIFY that on this 13"’ day of June, 2022, before me personally appeared Morteza Hosseini-Kaigai’, who acting on behalf of ICI Ci‘ossi’oads Holdings, LLC, signed the foregoing insti'ument and severally acknowledged the execution thei'eof to be his/her free act and deed for’ the uses and purposes thei'ein mentioned. Said person is personally known to me or has pi'oduced 	as identification and did (did not) take an oath.

EXECUTED and sealed in the County and State named above this 13"' day of June, 2022.

,'\;'•	-., JOANNE SCH\tlEDER

\%'	'a. Expires December 16, 2072
*• •,;g,r\°..”. gp/de# Tt\nJ ploy Feln }nsufarw 800-38ti•f0 l9

(NOTARIAL SEAL)

t Name:	OANNE SCHMIEDER
tary Public, State of Florida
My Commission No.:	Q	 $J89 b My Commission Expires:		{ pp	$ ñ

Exhibit A — Credit Reservation and Purchase Agreement

Exhibit A

CRcoiT nEsenvATlON AND PURCHAGE AGREEIVIENT

for Hlghlands Ranch Mltlgatlon Bank

On this 4"' day of December, 2020, CRP/HLV HighlaMds Ranch LLC, 1611 Mayfaif

Bank (hereinafter “Seller" or “Hifjl›lands Ranch") does hereby offer to reserve and set aside for future asslgninen( for the sole benelil of ICI Crossroads Holdings, LLC (IJerelnafter ”Buyer"), a total of .21 Stale aiid .34 Federal Mltlgatlon BaiJk Credits (“credits"). The credits are available and have been isscied to Seller pursuant tc i3elIer's Mitigation 6anking Permits: SL Johns River Water Management Dislrlct (SJRWMD): 4- 019-116094-2; and U.S. Almy Cuips uf Er\glneers (USACOE). MBI/SAJ-2008-47B2-VG.

When full payment is made, Seller will formally assign the credits reserved by this Credil Reservation and I°urchase Agreement (tierelnafter “Agreement") to duyer. In tnls inalance, Buyer has indlcaled hunt these credits nre to ho used la offset hnlh federal ancl state regulated wetland impacts associated with the Crossroads at Middlebourne, SJRWMD application number 113098-16 and USACE application numDer SAJ• 2018-02253. Seller warrants that the combined federal/slate mitigation credits reserved herein are and will be available for Buyer to offset approved impacts proposed for this project within the terms described herein. Seller makes no warranty triat the credils, reserved herein, are sufficient to offsel any particular impact associated with the Buyer's project.
Sollor horoby commits to fully assign tho .2t Stoto and .34 Fodoral Mitigation Bank Credits reserved combined federal/stato mitigation credits from the Highlands Ranch Mitigation Bank to Buyer (and direct the St. Johns River Water Management District and US Army Corps of Gnginoorc to doduct thooo crodits from its atnto end fodoral lodgors, as appropriate) if full payment is rnado wilhin 180 days from llie recoipt of a 10% deposit of the total purchase price. The total purchase price for the .21 State and .34 Federal Mitigation Bank Credits crodita ia alxtoon thousand nino hundred dollars ($16,900.00). This Agreement is subject to acceptance wilhin 30 days of the above date. Beyond that time, the pice and availability of credits cannot be guaranteed.

Buyer shall pay a 10% deposlt of oi\e thousand six hc ndro‹I nincty dollars
$1,690.00) upon executlon of this Agroemont and shall return payment for the same to Sellcr olong with tho oxccc›tcd copy of this Agreement. This dcposit is refundable on a pro-rated basis, beginniny on lhe dale of the receipt o! deposit. Such refund shall only occur if the ßuyer terminates this Agreement by giving wrilten notificotion to tho Sellor, Ihorcby giving up ony and all cloima to, or intcroat in, tho mitigation credits reserved hereby. Upon such termination, the pro-rated terms governing ai y refunds of the deposit shall be as follov/s: 50% ref‹indable within 30 days; 40"/ re(undsbIe wilhin GO days; 30’/o rofundablo witI1in OD days; 20’S ref‹indobIe Within 120 days; 10°/ refundable withii\ 150 days; and 0% refundable thereafter. II B‹iyef desiros a credit reservalion time extension beyond the 180 days warranted by this Agreement, ai1 additional extension of 00 days may be granted by SeIler prior to the expiration of this Agreement, upon payment from Buyer to Seller of an additional 10% non-refundable deposit

4858-0083-587G.I

\ his daposlt ıs aIGo fefundable ıf tito SI. Jol\ns l‹iveı \vater I Janagaııwll ulvlıict ur Dloıi‹ln Getirir lıuenl ‹if ruıvlıorımonlol Prolecllon dofi.s mil ntıprovo I lu: ııse of lhe slste o‹tilr or tin US /1vJ y fior;›s nf Eilgin0ors does nol opprevo e( lIie Piso of lI›o fcderfil c‹edilr, Seller will iufuixJ t3uyei tIi« dupost upon fecuipl iij \‘/iitirly of documenlatioij indicating the appropriate agency's dlsapproval of the credit tisage. In such case. Duyor
sl1nII l›a\’c no fuitl›cr ohllgnlloii Io p‹iichnne the crcdlls.

If tl\e abcve referenced agencies approve llle uau ol the emails. like I›alance of the lotal rie‹JiI /›tiir:Iias‹+ pim.e shall be due nM payable \vithIn 10 days of Issuance of the last of Ilie rrgHlrixl fic‹mII(s) ntilhor ing the use of any or nll of the credits Io offsel 'ctlan‹l in\|::‹cts. or 180 tlays altoi ‹ocoipl of ‹J+| osit vzliiclluvor ocoirs fi‹sl. Unlass .v\ nxtons io‹J IS gUMâ0S0d bg 0U\6f. fallUf6 EO flI\aIiyg t1ta crBcllt Quo cl\aS+ \viIlIIf1 1U0 dayv aItg‹ ioce‹pt of deposit shall be conskIer«\ rJefeiill h\' l3‹ryrr. thereby lermlnntlng thls Agreen\eat and

The Parties represent to one another thnt the execution, ¢IrIIvcry nnd performance of thls /‹greefneiJt does not vtdlate ot fio)1tlcI v/ItI1, any fcvlsloils uf The cuf}xTffiI6 cllafluf oi I›y Ians ‹›( sillier f*aiIy. ni›y contract, findHcing agreement, leusc. or all 'r agreei1icnt of the Parties or by whlch any of \helr I›ropenIes i»ay be affeclod, oi a»y law, iegulall¢i\,
tl›cir propertles mny be offcctecl.

lho oxocMtknJ, delıvory, sH\d t crfoıtna‹ırx* of Ihls Agreçmenl docg not rcqulrc th¢ consent or nnoroval of or the giviıq of nolico to nn\* persoıı or entity except for II\ose
II thls Agroon6nt ı»usl be +fılo«ced lı› court, It\a I°aıties coııseıJt lo the jurisdictioı› of Floıido state couıts sitting in Dı›vol Cc‹ıı1ty, Florî‹ln, »ı›d Ihnt venue for alay sucI\ rıclIcf\ shnll be In Duvot County, Florlda. Tito Partlos \vaIve tno right to a jury tnal. In any

lu a Huıı1üef of rouı\terpaıts, uaci› of wt\icl\ slıall censlilute uu orijinal, aı\d all ol v/Iıich totjotl›or shnll ccnslil‹ to one m1J tl\e son›e rTcct/nlcl l. Slt/not‹ncs mny he a(fixcd lo. nnd comnJunlantcd by, foçslmilc sopIcs, or othcr clcctronlc transmission. and such ài§n0turoû Gl1alI lUrt!1fsr col1Gtiluto, al\J ItüV4 list ùaMc uTf0ûl ils. init oriqiiial.

I*aymenls sl\aII bo	Cftf°/I CLV I li9hlands I\anch LLC, and dolivoro‹I to:

Jacksonvilln, Flt›ıi‹l:› fi2207 or I›y wiın Iıansf‹Jr to an ncco ınt Sollor ‹lifccls. Llt n ı mIj›t ol \ho inıtial deposit. üellor all sand a Notico of Cr¢dıt ûosoıvation lo leo aPproyriatu

TI lE F,El0AlN(JLI4 OI I I IIE P/‹T,I: I* I. LI-1 IN1ÜN I IONALLY hL/\NK. SIGNAI UItLG AItE ON ”FI I L I-OLLO\‘\'\NG f*AGL.

Fon sri rcn
CRP/HLV Hlgl\lauds Ranch LLG

Date

ICI Crossroads Hol‹lli\gs, LLC
Corporate Representative (Printod Naina): .	Cl ÌAftLCNE D II1LAND	

This	DaIo

DISTRICT ENGINEER'S CERTIFICATE

June 8, 2022

Board of Supervisors
Longleaf Pine Community Development District

Re:		Longleaf Pine Community Development District (St. Johns County, Florida) Acquisition of Mitigation Credits

Ladies and Gentlemen:

The undersigned, a representative of Dunn and Associates, Inc., (“District Engineer”), as District Engineer for Longleaf Pine Community Development District (“District”), hereby makes the following certifications in connection with the District's acquisition from ICI Crossroads Holdings, LLC (“Developer”) of certain mitigation credits (“Mitigation Credits”), all as more fully described in that certain bill of sale (“Bill of Sale”) dated as of or about the same date as this certificate. The undersigned, an authorized representative of the District Engineer, hereby certifies that:

I have reviewed certain documentation relating to the Mitigation Credits, including but not limited to, the Bill of Sale, agreements, invoices, and other documents.

The Mitigation Credits are within the scope of the District's capital improvement plan as set forth in the Engineer’s Report Capital Improvements fOr In[rastrffCturedated October 12, 2021, as updated by the Supplemental En8in 'er’s Report Capital Improvements for Infrastructure dated March 17, 2022, among other applicable
reports related to the current and future bond series (“Engineer's Report”), and specially benefit property within the District as further described in the Engineer's Report.

The total costs associated with the Mitigation Credits are as set forth in the Bill of Sale. Such costs are equal to or less than each of the following: (i) what was actually paid by the Developer to obtain the Mitigation Credits, and (ii) the reasonable fair market value of the Mitigation Credits.

With this document, 1 hereby certify that it is appropriate at this time to acquire the Mitigation Credits.

[CONTINUED ON NEXT PAGE]

Vincent J. Dunn, P.

FURTHER AFFIANT SAYETH NOT.
Its: Principal/President

Florida Registration No. 	
District Engineer

STATE OF FLORIDA COUNTY OF DUVAL

The foregoing instrument was acknowledged before me this  t  day off	2022, by Vincent J. Dunn, P.E„ Principal/President of Dunn and Associates, Inc., who is  personally known to me or who has produced 	as identification, and did [ ] or did not [  take the oath.

Notary Public, State of Florida Print Nahie:

Commission No.:
My Commission Expir	»	EXPIRES: July 21, 2024

LONGLEAF PINE COMMUNITY DEVELOPMENT DISTRICT

Review of District Financials

Longleaf Pine CDD	
Statement of Financial Position	
As of 5/31/2022	

General Fund

Debt Service Fund	Capital Projects Fund	Long Term Debt
Group

$3,156,788.68	
18,250.00	
$3,175,038.68	

Assets

Total

Current Assets
General Checking Account
Accounts Receivable - Due from Developer Debt Service Reserve Series 2022
Interest Series 2022
Acquisition/Construction 2022 Series Cost of Issuance Series 2022
Total Current Assets

$5,359.35	
3,317.33	

$317,500.00	
218,736.98	

 	
$8,676.68	$536,236.98

$5,359.35	
3,317.33	
317,500.00	
218,736.98	
3,156,788.68	
18,250.00	
$3,719,952.34	

$0.00

Investments	
Amount Available in Debt Service Funds	
Amount To Be Provided	
Total Investments	

 	
$536,236.98	$536,236.98	
8,833,763.02	8,833,763.02	
$9,370,000.00	$9,370,000.00	

	$0.00		$0.00		
$8,676.68		$536,236.98		$3,175,038.68		$9,370,000.00		$13,089,952.34	

Total Assets

Liabilities and Net Assets

Current Liabilities		
Accounts Payable	$2,549.33	
Deferred Revenue	3,317.33	
Total Current Liabilities	$5,866.66	

$2,549.33	
3,317.33	
$5,866.66	

Long Term Liabilities	
Revenue Bonds Payable - Long-Term	
Total Long Term Liabilities	

$9,370,000.00	$9,370,000.00	
$9,370,000.00	$9,370,000.00	

	$0.00		$0.00		$0.00		
	$0.00		$0.00					
$5,866.66		$0.00		$0.00		$9,370,000.00		$9,375,866.66	

Total Liabilities

Longleaf Pine CDD	
Statement of Financial Position	
As of 5/31/2022	

General Fund

Debt Service Fund	Capital Projects Fund	Long Term Debt
Group

Total

0.00	
536,236.98	

0.00	
3,200,538.68	

0.00	
(25,500.00)	

Net Assets

Current Year Net Assets - General Government	2,810.02	

0.00	
2,810.02	

Current Year Net Assets, Unrestricted

Current Year Net Assets, Unrestricted			536,236.98		

3,200,538.68		

Current Year Net Assets - General Government					
(25,500.00)		
Total Net Assets	$2,810.02		$536,236.98		$3,175,038.68		$0.00		$3,714,085.68	
										
Total Liabilities and Net Assets	$8,676.68		$536,236.98		$3,175,038.68		$9,370,000.00		$13,089,952.34	

Longleaf Pine CDD	
Statement of Activities	
As of 5/31/2022	

$5,725.00	
10,000.00	
1,000.00	
43,116.50	
6,000.00	
53,883.50	
163,975.00	
1,750.00	
5,347,774.34	
$5,633,224.34	$0.00	

General Fund	Debt Service Fund	Capital Projects Fund	Long Term Debt	Total	
			Group		
Revenues

$45,519.95	
0.35	

$45,519.95	
0.35	
536,236.98	
8,833,763.02	
$9,415,520.30	

Developer Contributions	
Other Income & Other Financing Sources	
Debt Proceeds	
Debt Proceeds	
Total Revenues	

$536,236.98
$8,833,763.02

$45,520.30	$536,236.98	$8,833,763.02	$0.00

$2,059.00	
16,666.64	
12,977.86	
77.91	
3,724.33	
883.54	
3,630.00	
175.00	
2,516.00	
5,725.00	
10,000.00	
1,000.00	
43,116.50	
6,000.00	
53,883.50	
163,975.00	
1,750.00	
5,347,774.34	
$5,675,934.62	

Insurance	
Management	
District Counsel	
Postage & Shipping	
Legal Advertising	
Miscellaneous	
Web Site Maintenance	
Dues, Licenses, and Fees	
General	
Trustee Services	
Management	
Dissemination Agent	
District Counsel	
Trustee Counsel	
Bond Counsel	
Professional Services - Other	
Copies	
Capital Expenditures	
Total Expenses	

Expenses

$2,059.00	
16,666.64	
12,977.86	
77.91	
3,724.33	
883.54	
3,630.00	
175.00	
2,516.00	

Other Revenues (Expenses) & Gains (Losses)	$42,710.28		$0.00	 	
Financial Adviser					($25,500.00)				($25,500.00)	
Total Other Revenues (Expenses) & Gains (Losses)	$0.00		$0.00		($25,500.00)		$0.00		($25,500.00)	
Change In Net Assets	$2,810.02		$536,236.98		$3,175,038.68		$0.00		$3,714,085.68	

Net Assets At Beginning Of Year	
$0.00		
$0.00		
$0.00		
$0.00		
$0.00	

Net Assets At End Of Year	

$2,810.02		

$536,236.98		

$3,175,038.68		

$0.00		

$3,714,085.68	

Longleaf Pine CDD	
Budget to Actual	
For the Period Ending 5/31/2022	

Year To Date	
Actual	Budget	Variance	FY 2022
Adopted Budget	

Revenues	
Developer Contributions	
Other Income & Financing Sources	
Net Revenues	

$	45,519.95	$	69,450.00	
0.35	-	
$	45,520.30	$	69,450.00	

$	(23,930.05)	$ 104,175.00	
0.35	-	
$	(23,929.70)	$ 104,175.00	

General & Administrative Expenses	
Public Officials' Insurance	
Trustee Services	
Management	
Engineering	
Dissemination Agent	
Assessment Administration	
District Counsel	
Audit	
Travel and Per Diem	
Telephone	
Postage & Shipping	
Copies	
Legal Advertising	
Miscellaneous	
Web Site Maintenance	
Dues, Licenses, and Fees	
General Insurance	
Total General & Administrative Expenses	

$	2,059.00	$	1,666.67	
-	4,000.00	
16,666.64	16,666.67	
-	10,000.00	
-	3,333.33	
-	5,000.00	
12,977.86	13,333.33	
-	4,000.00	
-	333.33	
-	133.33	
77.91	200.00	
-	333.33	
3,724.33	666.67	
883.54	3,333.33	
3,630.00	4,000.00	
175.00	116.67	
2,516.00	2,333.33	
$	42,710.28	$	69,450.00	

$	392.33	$	2,500.00	
(4,000.00)	6,000.00	
(0.03)	25,000.00	
(10,000.00)	15,000.00	
(3,333.33)	5,000.00	
(5,000.00)	7,500.00	
(355.47)	20,000.00	
(4,000.00)	6,000.00	
(333.33)	500.00	
(133.33)	200.00	
(122.09)	300.00	
(333.33)	500.00	
3,057.66	1,000.00	
(2,449.79)	5,000.00	
(370.00)	6,000.00	
58.33	175.00	
182.67	3,500.00	
$	(26,739.72)	$ 104,175.00	

Total Expenses

Net Income (Loss)

  $	42,710.28	 $	69,450.00	 $	(26,739.72)  $ 104,175.00

$	2,810.02	$	(0.00)	$	2,810.02	$	-