Westside Haines City Community Development District
Meeting Agenda February 6, 2024

Westside Haines City
Community Development District

219 E. Livingston St., Orlando, Florida 32801 Phone: 407-841-5524 – Fax: 407-839-1526

January 30, 2024

Board of Supervisors Westside Haines City
Community Development District

Dear Board Members:

A meeting of the Board of Supervisors of the Westside Haines City Community Development District will be held on Tuesday, February 6, 2024 at 9:30 AM at the Holiday Inn—Winter Haven, 200 Cypress Gardens Blvd., Winter Haven, FL 33880.

Zoom Video Link: https://us06web.zoom.us/j/84591475035
Zoom Call-In Number: 1-646-876-9923
Meeting ID: 845 9147 5035

Following is the advance agenda for the meeting:

Board of Supervisors Meeting

Roll Call
Public Comment Period (1Speakers will fill out a card and submit it to the District Manager prior to the beginning of the meeting)
Approval of Minutes of the December 5, 2023 Board of Supervisors Meeting
Presentation and Approval of Updated Engineer’s Report (to be provided under separate cover)
Presentation and Approval of Updated Supplemental Assessment Methodology Report for Assessment Area Two (to be provided under separate cover)
Consideration of Resolution 2024-05 Amending and Supplementing Delegation Resolution 2024-03
Consideration of Updated Ancillary Documents for Series 2023 Assessment Area Two Bonds
True-Up Agreement
Collateral Assignment Agreement
Completion Agreement
Acquisition Agreement
Declaration of Consent
Notice of Special Assessments
Consideration of Resolution 2024-06 Setting a Public Hearing on the Adoption of Easement Variance Rules for the District
Consideration of Special Warranty Deed Transferring ROW from CDD to GLK Real Estate, LLC (to be provided under separate cover)
Ratification of Construction Funding Agreements for:

1 Comments will be limited to three (3) minutes
Brentwood Phase 2 & 3
Brentwood Phase 4 & 5
Wynnstone Phase 1 & 2
Cascades Phase 3
Ratification of Temporary Construction and Access Easement Agreements for:
Brentwood Phase 2 & 3
Brentwood Phase 4 & 5
Wynnstone Phase 1 & 2
Cascades Phase 3
Ratification of ROW Conveyance from Polk County (to be provided under separate cover)
Staff Reports
Attorney
Engineer
Field Manager’s Report
Consideration of Proposal for Iron Filtration Systems at Irrigation Wells
District Manager’s Report
Approval of Check Register
Balance Sheet & Income Statement
Other Business
Supervisors Requests and Audience Comments
Adjournment

MINUTES
MINUTES OF MEETING WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Westside Haines City Community Development District was held Tuesday, December 5, 2023 at 10:46 a.m. at the Holiday Inn – Winter Haven, 200 Cypress Gardens Blvd., Winter Haven, Florida.

Present and constituting a quorum:

Rennie Heath	Chairman
Bobbie Henley	Assistant Secretary
Rob Bonin by Zoom	Assistant Secretary
Eric Lavoie	Assistant Secretary Also present were:
Jill Burns	District Manager, GMS
Lauren Gentry	District Counsel, Kilinski Van Wyk
Savannah Hancock	District Counsel, Kilinski Van Wyk
Joel Blanco	Field Manager, GMS
Clayton Smith by Zoom	Field Manager, GMS
Heather Wertz	Project Engineer, Absolute Engineering

FIRST ORDER OF BUSINESS	Roll Call
Ms. Burns called the meeting to order and called the roll. Three Board members were present in person constituting a quorum and one Board member joining via Zoom.

SECOND ORDER OF BUSNESS	Public Comment Period
Ms. Burns noted that there were no members of the public were present in person or via
Zoom.

THIRD ORDER OF BUSINESS	Approval of Minutes of the November 7,
2023 Landowners’ Meeting and Board of Supervisors Meeting
Ms. Burns presented the November 7, 2023 Landowners’ Meeting and Board of Supervisors Meeting minutes. She asked if there were any questions, comments, or changes. Hearing no changes, she asked for a motion to approve.
December 5, 2023	Westside Haines City CDD

FOURTH ORDER OF BUSINESS	Public Hearing
A. Public Hearing on the Adoption of Rules for Overnight Parking at the Amenity Center
Ms. Burns stated this public hearing has been advertised in the paper. Do we have a motion to open?

Ms. Burns stated there are no members of the public present so looking for a motion to close the public hearing.

i.   Consideration of Resolution 2024-04 Adopting Rules for Overnight Parking at the Amenity Center
Ms. Burns stated Resolution 2024-04 is included in the package for review. She noted this is a little different than the other policies. We are not doing the street parking and towing but wanted to do the amenity as trucks and trailers have been parking there. She noted there will be no overnight parking from 10 until 6 which will stay in place once residents are there.

FIFTH ORDER OF BUSINE-SS	Review	and	Ranking	of	Proposals
Received for Brentwood Phase 4 & Phase
5 RFP for Construction Services and Authorizing Staff to Send Notices of Intent to Award
December 5, 2023	Westside Haines City CDD

Ms. Wertz stated townhomes in Phases 4 & 5 bids opened on November 9th with four respondents, Kearney, Tucker Paving, QGS, and RIPA She noted they looked at all of the proposals to make sure they were complete and responsive. Adjustments were made from the opening price to make them apples to apples including removing some survey from Tucker and putting that down in the alternate. QGS had a price change for their asphalt, added $5,000. They was some escalation language that we were not comfortable with so we asked them to remove it and adjust their pricing and they added $100,000 to it. She noted after all was said and down after comparing the revised numbers, QGS was low on both price and days so came in first with 100 points and then Kearney second, Tucker third and RIPA fourth. She noted they are recommending going with QGS base bid.

SIXTH ORDER OF BUSINESS	Consideration of 2024 Data Sharing and
Usage	Agreement	with	Polk	County Property Appraiser
Ms. Burns stated this is the annual renewal.

SEVENTH ORDER OF BUSINESS	Staff Reports
Attorney
Ms. Gentry had nothing to report.

Engineer
Hearing nothing.
Ratification of Work Authorization 2024-2 for Surveying Services for Brentwood Phases 2 and 3
Ms. Burns stated this has already been approved so just needs a motion to ratify.
December 5, 2023	Westside Haines City CDD

Field Manager’s Report
Mr. Blanco noted they have been doing landscaping reviews in Phase 1A & B and Phase 2 as the District is being built out and new landscaping is being placed in. He noted there are several varnished trees on the frontage of Phase1B losing leaves but the trees do appear healthy so will monitor. He noted several oaks and palms were installed and look good. He reviewed the front entrance and reports no rusting on either the sidewalk or monument with all in good clean condition. They are continuously monitoring the ponds and surrounding landscape. Both dry and wet ponds appear clean and serviceable. Vendor maps were just finalized so starting to get service contracts for aquatics and landscaping. He noted they are monitoring the progress of the amenity as it is in build preparation stages.

District Manager’s Report
Approval of Check Register
Ms. Burns presented approval of the check register from October 28th through November 24th with a total amount of $55,701.82. She asked for any questions on that, otherwise looking for a motion to approve.

Balance Sheet & Income Statement
Ms. Burns stated that financial statements were included in the Board’s package for review.
There was no action needed.

EIGHTH ORDER OF BUSINESS	Other Business
There being no comments, the next item followed.

NINTH ORDER OF BUSINESS	Supervisors	Requests	and	Audience
Comments
There being no comments, the next item followed.
December 5, 2023	Westside Haines City CDD

TENTH ORDER OF BUSINESS	Adjournment
Ms. Burns adjourned the meeting.

Secretary/Assistant Secretary	Chairman/Vice Chairman

Section IV

Item will be provided under separate cover.

Section V

Item will be provided under separate cover.

Section VI
RESOLUTION NO. 2024-05

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AMENDING AND SUPPLEMENTING RESOLUTION NO. 2024-03 TO AMEND CERTAIN PROVISIONS OF SECTIONS 1, 5 AND 9 AND AMENDING SCHEDULE I THEREOF RELATING TO THE CONDITIONS AND DISTRICT ACTIONS TAKEN FOR THE ISSUANCE OF, AND USE OF PROCEEDS OF ITS WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA TWO PROJECT) (THE "ASSESSMENT AREA TWO BONDS"); RATIFYING AND CONFIRMING ALL ACTIONS HERETOFORE TAKEN RELATING TO THE SALE OF THE ASSESSMENT AREA TWO BONDS; PROVIDING FOR INCIDENTAL ACTION; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, Westside Haines City Community Development District (the "District") is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended and created by Ordinance No. 21-017 enacted by the Board of County Commissioners of Polk County, Florida (the "Commission"), which became effective on March 18, 2021, as amended each by Ordinance No. 22-071, enacted by the Commission, which became effective on November 7, 2022, and by Ordinance No. 23-065, enacted by the Commission, which became effective on October 3, 2023; and

WHEREAS, the District originally determined to undertake in multiple phases, the acquisition and/or construction of additional public infrastructure improvements for the special benefit of the lands in the District (the "Original Assessment Area Two Project"), as described more particularly in the Westside Haines City Community Development District Second Amended and Restated Engineer's Report dated November 7, 2023 (the "Prior Engineer's Report") prepared by Dewberry Engineers, Inc. (the "District Engineer"), and summarized in Schedule I attached to Resolution No. 2024-03 adopted by the Board of Supervisors of the District (the "Board") on November 7, 2023 (the "Original Delegation Resolution"); and

WHEREAS, the District now desires to expand the scope of the Original Assessment Area Two Project as described in the Prior Engineer's Report to include 4 phases instead of 2 phases of the "Brentwood Townhomes," and to include two phases of "Wynnstone Single-Family" and to increase the original developable units from 590 to 1,394 (the "Assessment Area Two Project"), as described more particularly in the [Westside Haines City Community Development District
	 dated 	, 2024] (the "Engineer's Report") prepared by the District Engineer, and summarized in Schedule I attached hereto; and
WHEREAS, the lands in the District benefited by the Assessment Area Two Project and securing repayment of the Assessment Area Two Bonds are anticipated to be developed by GLK Real Estate, LLC, a Florida limited liability company; and
WHEREAS, the Assessment Area Two Project is to be financed with proceeds of the Assessment Area Two Bonds authorized to be issued pursuant to the Original Delegation Resolution and this Amendment to Original Delegation Resolution; and
WHEREAS, the District now desires to amend the provisions of the Original Delegation Resolution to increase the maximum principal amount of Assessment Area Two Bonds that can be issued pursuant to Sections 1 and 5 thereof from $10,000,000 to $31,000,000 to more fully reflect the costs of financing the Assessment Area Two Project; and
WHEREAS, the District also desires to amend the description of the use of proceeds of the Assessment Area Two Bonds under Section 1 thereof; and
WHEREAS, the District also desires to amend Section 9 of the Original Delegation Resolution to clarify the scope of further action the Chair or a Designated Member may take in connection with the issuance of the Assessment Area Two Bonds; and

NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Westside Haines City Community Development District, as follows:

Section 1.  Defined Terms. Any term used herein and not otherwise defined shall have the meaning given to such term in the Original Delegation Resolution.

Section 2.   Amendment of Section 1 of the Original Delegation Resolution. Section 1 of the Original Delegation Resolution is hereby amended in its entirety to read as follows:

"There are hereby authorized and directed to be issued the Westside Haines City Community Development District Special Assessment Bonds, Series 2023 (Assessment Area Two Project) (the "Assessment Area Two Bonds") in an aggregate principal amount not to exceed $31,000,000, for the purposes of (i) providing funds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Assessment Area Two Project, (ii) making a deposit to the Assessment Area Two Reserve Account in an amount equal to the Assessment Area Two Reserve Requirement and (iii) paying certain costs of issuance in respect of the Assessment Area Two Bonds. The Assessment Area Two Bonds shall be issued under and secured by the Indenture the form of which is hereby incorporated by reference into this Resolution as if set forth in full herein"

Section 3.  Amendment of Section 5(iii) of the Original Delegation Resolution. Section 5(iii) of the Original Delegation Resolution is hereby amended in its entirety to read as follows:

"(iii)	The aggregate principal amount of the Assessment Area Two Bonds shall not exceed $31,000,000;"

Section 4.	Amendment of Section 9 of the Original Delegation Resolution. Section 9 of the Original Delegation Resolution is hereby amended in its entirety to read as follows:
"The Chair, the Secretary and each member of the Board of Supervisors of the District and any other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Assessment Area Two Bonds, any documents required in connection with implementation of a book-entry system of registration, and investment agreements relating to the investment of the proceeds of the Assessment Area Two Bonds and any agreements in connection with maintaining the exclusion of interest on the Assessment Area Two Bonds from gross income of the holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution, including changing the series designation or the dated date of any and all documents on behalf of the District which are necessary and desirable in connection with the issuance of the Assessment Area Two Bonds. In the event that the Chair or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. Execution by the Chair or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this Resolution and the issuance of the Assessment Area Two Bonds, whether heretofore, or hereafter taken or done, shall be and are hereby ratified, confirmed and approved."

Section 5.  Public Meetings. It is hereby found and determined that all formal actions of the District concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings of the District, pursuant to all applicable laws and orders including but not limited to Executive Order 20-69 issued by Governor DeSantis, as amended and supplemented, and Section 120.54(5)(b)2, Florida Statutes, and that all deliberations of the District that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.

Section 6.  Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 7.  Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency.
Section 8. Ratification of Original Delegation Resolution. Except to the extent previously modified and/or hereby modified, the Original Delegation Resolution of the District is hereby ratified, confirmed and approved in all respects.
Section 9. Effective Date. This Resolution shall take effect immediately upon its adoption.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS]
PASSED in Public Session of the Board of Supervisors of Westside Haines City Community Development District, this 6th day of February, 2024.

Attest:

WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT

 	
Secretary, Board of Supervisors	Chairperson, Board of Supervisors
SCHEDULE 1

DESCRIPTION OF THE ASSESSMENT AREA TWO PROJECT

The Assessment Area Two Project includes, but is not limited to, the following onsite and offsite improvements, including, but not limited to, [Brentwood TH - Phases 2-5 and Cascades SF
- Phase 3 and Wynnstone SF - Phases 1-2A] as described in the following table:

[TO BE INSERTED]

Source: [Westside Haines City Community Development District Second Amended and Restated Engineer's Report prepared for the Westside Haines City Community Development District dated November 7, 2023], prepared by Dewberry Engineers Inc.

Section VII

Section A

AGREEMENT BY AND BETWEEN THE WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND GLK REAL ESTATE LLC, REGARDING TRUE UP AS TO ASSESSMENT AREA TWO SPECIAL ASSESSMENTS

This True-Up Agreement (the “Agreement”) is made and entered into this 	 day of 	 2024, by and between:

Westside Haines City Community Development District, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated partially in unincorporated Polk County (the “County”), and partially in the City of Haines City, Florida (the “City”), with a mailing address of 219 East Livingston Street, Orlando Florida 32801 (the “District”), and
GLK Real Estate LLC, a Florida limited liability company, the developer and owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Winter Haven, Florida 32060, and its successors and assigns (the “Developer” and, together with the District, the “Parties” or each individually a “Party”).

RECITALS

Whereas, the District was established by an ordinance adopted by the County Commission of Polk County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), and is validly existing under the Constitution and laws of the State of Florida; and

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

WHEREAS, Developer is the owner of a portion of the lands within the District and a developer of the same, which lands are described in Exhibit A (“Developer Lands”); and
Whereas, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services, as detailed in the Westside Haines City Community Development District Second Amended and Restated Engineer’s Report, dated 	, 2024 (the “Engineer’s Report”) for
the improvements associated with the development of the “Assessment Area Two Project”, attached to this Agreement as Exhibit B, and the estimated costs of the improvements related to the Assessment Area Two Project are identified therein; and
Whereas, the District intends to finance a portion of the Assessment Area Two Project through the anticipated issuance of its Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project), in the principal amount of $	 (the “Assessment Area Two Bonds”); and
Whereas, pursuant to Resolutions 2021-25, 2021-26, 2021-29, and 2024-   (together, the “Assessment Resolutions”), the District imposed special assessments (the “Assessment Area Two Special Assessments”) on certain property within the District (“Assessment Area Two”) to secure the repayment of the Assessment Area Two Bonds, including interest thereon; and
Whereas, Developer agrees that all developable property within the Developer Lands benefit from the timely design, construction, or acquisition of the Assessment Area Two Project; and

Whereas, Developer agrees that the Assessment Area Two Special Assessments which were imposed on the Developer Lands within the District have been validly imposed and constitute valid, legal and binding liens upon the Developer Lands, which Assessment Area Two Special Assessments remain unsatisfied; and
Whereas, to the extent permitted by law, Developer waives any defect in notice or publication or in the proceedings to levy, impose and collect the Assessment Area Two Special Assessments on the Developer Lands within the District; and

Whereas, the Master Assessment Methodology, dated March 29, 2021, as supplemented by that Supplemental Assessment Methodology-Assessment Area Two, dated 	, 2024 (together, the “Assessment Report”), provides that as Assessment Area Two is platted or re- platted, the allocation of the amounts assessed to and constituting a lien upon Assessment Area Two within the District would be allocated and calculated based upon certain density assumptions relating to the number of each lot type to be constructed on Assessment Area Two within the District, which assumptions were provided by Developer; and

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

Whereas, the District's Assessment Report anticipates a mechanism by which Developer shall, if required, make certain payments to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of any plat or site plan for a parcel or tract, as described in the District’s Assessment Report (which payments shall collectively be referenced as the “True-Up Payment”); and
Whereas, Developer and the District desire to enter into an agreement to confirm Developer’s intention and obligation, if required, to make the True-Up Payment related to the Assessment Area Two Special Assessments, subject to the terms and conditions contained herein.

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

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

Section 2.	Covenants.

The provisions of this Agreement shall constitute a covenant running with the Developer Lands, which lands are described herein in Exhibit A, and shall remain in full force and effect and be binding upon Developer, its heirs, legal representatives, estates, successors, grantees, and assigns until released pursuant to the terms herein.
Developer agrees that to the extent Developer fails to timely pay all Assessment Area Two Special Assessments collected by mailed notice of the District, said unpaid Assessment Area Two Special Assessments (including True-Up Payments), may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year.
Section 3.	Special Assessment Reallocation.

Assumptions as to the Assessment Area Two Special Assessments. As of the date of the execution of this Agreement, Developer has informed the District that Developer intends to plat its portion of Assessment Area Two into a total of 124 Townhomes in Brentwood Phase 2, 122 townhomes in Brentwood Phase 3, 344 single-family homes in Cascades Phase 3, and    single-family homes in Wynnstone Phase 1, or     Equivalent Residential Units (“ERUs”).
Process for Reallocation of Assessments. The Assessment Area Two Special Assessments will be reallocated among property within Assessment Area Two as Assessment Area Two is platted or re-platted (hereinafter referred to as “plat” or “platted”). In connection with such platting of Assessment Area Two of the District, the Assessment Area Two Special Assessments imposed on the lands being platted will be allocated based upon the precise number and type of lots within the area being platted. It is intended that all the Assessment Area Two Special Assessments will be assigned to the number and type of platted lots platted in Assessment Area Two. In furtherance thereof, at such time as any portion of Developer Lands within Assessment Area Two is to be platted, Developer covenants that such plat or plats shall be presented to the District. The District shall allocate the Assessment Area Two Special Assessments to the number and type of lots being platted and the remaining lands in Assessment Area Two in accordance with the District’s Assessment Report and cause such reallocation to be recorded in the District’s Improvement Lien Book.
It is or will be an express condition of the liens established by the Assessment Resolutions that any and all plats containing any portion of Developer Lands shall be presented to the District for review and allocation of the Assessment Area Two Special Assessments to the lots being platted and the remaining property within Assessment Area Two in accordance with the Assessment Report (“Reallocation”). Developer covenants to comply with this requirement for the Reallocation. The District agrees that no further action by the Board of Supervisors shall be required. The District’s review of the plats shall be limited solely to the Reallocation of Assessment Area Two Special Assessments and enforcement of the District’s assessment liens. Nothing herein shall in any way operate to or be construed as providing any other plat and plan approval or disapproval powers to the District.
The purpose of the True-Up calculation is to ensure that the bond debt will be able to be assigned to at least the number and type of platted lots within Assessment Area Two of the District. Thus, at the time of platting of any portion of the Developer Lands, or any re-platting thereof, there must be at least the number of ERUs for platted lots in the Developer Lands to which to assign the bond debt. If not, subject to subsection (v) below, the District would require a True-Up Payment from Developer or the person or entity seeking to file such plat in an amount sufficient to reduce the remaining bond debt to the actual number of lots platted in the Developer Lands in the par amount per platted lot as set forth in the Assessment Report.
The True-Up calculation shall be performed at the time any portion of the Developer Lands is platted.
If at the time the True-Up calculation is performed, it is determined that less than the number and type of lots are to be platted within the Developer Lands, a True-Up Payment shall become immediately due and payable. Any such True-Up Payment determined to be due by shall be paid in full prior to approval of the plat. Such True-Up Payment shall be in addition to the regular Assessment Area Two Special Assessments installment payable for the Developer Lands. The District will take all necessary steps to ensure that True-Up Payments are made in a timely fashion to ensure its debt service obligations are met, and in all cases, Developer agrees that such payments shall be made in order to ensure the District’s timely payment of the debt service obligations on the Assessment Area Two Bonds. The District shall record all True-Up Payments in its Improvement Lien book. If such True-Up Payment is made at least forty-five (45) days prior to an interest payment date on the Assessment Area Two Bonds, Developer shall include accrued interest as part of the True-Up Payment to such interest payment date. If such True-Up Payment becomes due within forty-five (45) days of the next interest payment date, accrued interest shall be calculated to the next succeeding interest payment date.

The foregoing is based on the District's understanding with Developer that at least    ERUs will be assigned to the Developer Lands, as identified in the Assessment Report and Engineer’s Report. However, the District agrees that nothing herein prohibits more or less than the anticipated number of ERUs to be assigned to the Developer Lands. In the event Developer plats less than    ERUs within the Developer Lands, the
Developer may either make a True-Up Payment or leave unassigned Assessment Area Two Special Assessments on un-platted lands within the Developer Lands, provided the maximum debt allocation per developable acre as set forth in the Assessment Resolution is not exceeded. In no event shall the District collect Assessment Area Two Special Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the Assessment Area Two Project, including all costs of financing and interest. The District, however, may collect Assessment Area Two Special Assessments in excess of the annual debt service related to the Assessment Area Two Project, including all costs of financing and interest, which shall be applied to prepay the Assessment Area Two Bonds. If the strict application of the True-Up methodology to any Reallocation for any plat pursuant to this paragraph would result in Assessment Area Two Special Assessments collected in excess of the District's total debt service obligation for the Assessment Area Two Project, the District agrees to take appropriate action by resolution to equitably Reallocate the assessments.
Section 4.  Enforcement. This Agreement is intended to be an additional method of enforcement of Developer’s obligation to pay the Assessment Area Two Special Assessments and to abide by the requirements of the Reallocation of Assessment Area Two Special Assessments, including the making of the True-Up Payment, if any, as set forth in the Assessment Resolutions. A default by any Party under this Agreement shall entitle any other Party to all remedies available at law or in equity, but excluding special, consequential or punitive damages.

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

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

If to the District:	Westside Haines City Community Development District 219 East Livingston Street Orlando, Florida 32801
Attn: District Manager

With a copy to:	Kilinski | Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Developer:	GLK Real Estate LLC
346 East Central Avenue Winter Haven, Florida 32060 Attn: Lauren O. Schwenk

With a copy to:	Straughn & Turner, P.A. 255 Magnolia Avenue SW
Winter Haven, Florida 32060 Attn: Richard E. Straughn

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

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

Section 7.	Assignment.

Developer may not assign its duties or obligations under this Agreement except in accordance with the terms of this Section 7(C) below. This Agreement shall constitute a covenant running with title to all or any portion of the Developer Lands, binding upon Developer and its successors and assigns including, without limitation, any purchaser and its successors and assigns as to the Developer Lands or portions thereof, and any transferee of any portion of the Developer Lands, but shall not be binding upon transferees permitted by Sections 7(B)(i), (ii) or (iii) below.

No portion of the Developer Lands may be transferred to any third party without complying with the terms of Section 7(C) below, other than:

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

Platted and fully-developed lots to end users.

Portions of the Developer Lands exempt from debt special assessments or to be dedicated to the City, the County, the District or other governmental agencies.
Any transfer of any portion of Developer Lands pursuant to subsections (i), (ii) or (iii) of this Section 7(B), shall constitute an automatic release of such portion of Developer Lands from the scope and effect of this Agreement.

Developer shall not transfer any portion of the Developer Lands to any third party, except as permitted by Sections 7(B)(i), (ii) or (iii) above, without satisfying the following conditions (“Transfer Conditions”):
delivering a recorded copy of this Agreement to such third party; and

satisfying any True-Up Payment that results from a True-Up analysis that will be performed by the District Manager prior and as a condition to such transfer.

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

Section 8. Amendment. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter discussed herein and may be modified in writing only by the mutual agreement of all Parties. This Agreement may not be amended without the prior written consent of the Trustee on behalf and acting at the direction of the bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area Two Bonds then outstanding with regard to material amendments.

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

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

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

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

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

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

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

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

Section 17. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

Section 18. Effective Date. This Agreement shall become effective after execution by the Parties hereto on the date reflected above.
[Signature pages follow]
In witness whereof, Developer and District have caused this Agreement to be executed and delivered on the day and year first written above.

WITNESSES:	GLK REAL ESTATE LLC,
a Florida limited liability company

Print Name: 			Lauren O. Schwenk, Manager Address: 	

Print Name: 	
Address: 	

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this    day of 	, 2024, by Lauren O. Schwenk, as Manager of GLK Real Estate LLC, on behalf of the company.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
WITNESSES:	WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT

Print Name: 		Warren K. Heath, II
Address:		Chairperson, Board of Supervisors

Print Name: 	
Address: 	

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this   day of 	, 2024, by Warren K. Heath, II, as Chairperson of the Board of Supervisors of Westside Haines City Community Development District.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	

Exhibit A:	Legal Description of Assessment Area Two
Exhibit B:	Westside Haines City Community Development District Second Amended and Restated Engineer’s Report, dated 	, 2024
Exhibit A - Legal Description of Developer Lands

[Description for Brentwood 2/3, Cascades 3, and Wynnstone 1 and 2A to be added]
Exhibit B – Engineer’s Report

GLK Real Estate LLC	13

AGREEMENT BY AND BETWEEN THE WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND KL LB BUY 1 LLC, REGARDING TRUE-UP AS TO ASSESSMENT AREA TWO SPECIAL ASSESSMENTS

This True-Up Agreement (the “Agreement”) is made and entered into this 	 day of 	 2024, by and between:

Westside Haines City Community Development District, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated partially in unincorporated Polk County (the “County”), and partially in the City of Haines City, Florida (the “City”), with a mailing address of 219 East Livingston Street, Orlando Florida 32801 (the “District”), and
KL LB BUY 1 LLC, a Delaware limited liability company, the owner of certain lands within the District, whose principal address is 225 Liberty Street, Suite 4210, New York, NY 10281, and its successors and assigns (the “Developer” and, together with the District, the “Parties” or each individually a “Party”).
RECITALS

Whereas, the District was established by an ordinance adopted by the County Commission of Polk County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), and is validly existing under the Constitution and laws of the State of Florida; and

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

WHEREAS, Developer is the owner of a portion of the lands within the District, which lands are described in Exhibit A (the “Landowner Lands”); and
Whereas, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services, as detailed in the Westside Haines City Community Development District Second Amended and Restated Engineer’s Report, dated 	, 2024 (the “Engineer’s Report”) for the improvements associated with the development of the “Assessment Area Two Project”,
attached to this Agreement as Exhibit B, and the estimated costs of the improvements related to the Assessment Area Two Project are identified therein; and
Whereas, the District intends to finance a portion of the Assessment Area Two Project through the anticipated issuance of its Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project), in the principal amount of $	 (the “Assessment Area Two Bonds”); and
Whereas, pursuant to Resolutions 2021-25, 2021-26, 2021-29, and 2024-   (together, the “Assessment Resolutions”), the District imposed special assessments (the “Assessment Area Two Special Assessments”) on certain property within the District (“Assessment Area Two”) to secure the repayment of the Assessment Area Two Bonds, including interest thereon; and
Whereas, Developer agrees that all developable property within the Landowner Lands benefit from the timely design, construction, or acquisition of the Assessment Area Two Project; and

Whereas, Developer agrees that the Assessment Area Two Special Assessments which were imposed on the Landowner Lands within the District have been validly imposed and constitute valid, legal and binding liens upon the Landowner Lands, which Assessment Area Two Special Assessments remain unsatisfied; and
Whereas, to the extent permitted by law, Developer waives any defect in notice or publication or in the proceedings to levy, impose and collect the Assessment Area Two Special Assessments on the Landowner Lands within the District; and

Whereas, the Master Assessment Methodology, dated March 29, 2021, as supplemented by that Supplemental Assessment Methodology-Assessment Area Two, dated 	, 2024 (together, the “Assessment Report”), provides that as Assessment Area Two is platted or re- platted, the allocation of the amounts assessed to and constituting a lien upon Assessment Area Two within the District would be allocated and calculated based upon certain density assumptions relating to the number of each lot type to be constructed on Assessment Area Two within the District, which assumptions were provided by Developer; and

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

Whereas, the District's Assessment Report anticipates a mechanism by which Developer shall, if required, make certain payments to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of any plat or site plan for a parcel or tract, as described in the District’s Assessment Report (which payments shall collectively be referenced as the “True-Up Payment”); and
Whereas, Developer and the District desire to enter into an agreement to confirm Developer’s intention and obligation, if required, to make the True-Up Payment related to the Assessment Area Two Special Assessments, subject to the terms and conditions contained herein.

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

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

Section 2.	Covenants.

The provisions of this Agreement shall constitute a covenant running with the Landowner Lands, which lands are described herein in Exhibit A, and shall remain in full force and effect and be binding upon Developer, its heirs, legal representatives, estates, successors, grantees, and assigns until released pursuant to the terms herein.
Developer agrees that to the extent Developer fails to timely pay all Assessment Area Two Special Assessments collected by mailed notice of the District, said unpaid Assessment Area Two Special Assessments (including True-Up Payments), may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year.
Section 3.	Special Assessment Reallocation.

Assumptions as to the Assessment Area Two Special Assessments. As of the date of the execution of this Agreement, Developer has informed the District that Developer intends to plat its portion of Assessment Area Two into a total of    in Brentwood Phase 4 and    in Brentwood Phase 5, or a total of    Equivalent Residential Units (“ERUs”).
Process for Reallocation of Assessments. The Assessment Area Two Special Assessments will be reallocated among property within Assessment Area Two as Assessment Area Two is platted or re-platted (hereinafter referred to as “plat” or “platted”). In connection with such platting of Assessment Area Two of the District, the Assessment Area Two Special Assessments imposed on the lands being platted will be allocated based upon the precise number and type of lots within the area being platted. It is intended that all the Assessment Area Two Special Assessments will be assigned to the number and type of platted lots platted in Assessment Area Two. In furtherance thereof, at such time as any portion of Landowner Lands within Assessment Area Two is to be platted, Developer covenants that such plat or plats shall be presented to the District. The District shall allocate the Assessment Area Two Special Assessments to the number and type of lots being platted and the remaining lands in Assessment Area Two in accordance with the District’s Assessment Report and cause such reallocation to be recorded in the District’s Improvement Lien Book.
It is or will be an express condition of the liens established by the Assessment Resolutions that any and all plats containing any portion of Landowner Lands
shall be presented to the District for review and allocation of the Assessment Area Two Special Assessments to the lots being platted and the remaining property within Assessment Area Two in accordance with the Assessment Report (“Reallocation”). Developer covenants to comply with this requirement for the Reallocation. The District agrees that no further action by the Board of Supervisors shall be required. The District’s review of the plats shall be limited solely to the Reallocation of Assessment Area Two Special Assessments and enforcement of the District’s assessment liens. Nothing herein shall in any way operate to or be construed as providing any other plat and plan approval or disapproval powers to the District.
The purpose of the True-Up calculation is to ensure that the bond debt will be able to be assigned to at least the number and type of platted lots within Assessment Area Two of the District. Thus, at the time of platting of any portion of the Landowner Lands, or any re-platting thereof, there must be at least the number of ERUs for platted lots in the Landowner Lands to which to assign the bond debt. If not, subject to subsection (v) below, the District would require a True-Up Payment from Developer or the person or entity seeking to file such plat in an amount sufficient to reduce the remaining bond debt to the actual number of lots platted in the Landowner Lands in the par amount per platted lot as set forth in the Assessment Report.
The True-Up calculation shall be performed at the time any portion of the Landowner Lands is platted.
If at the time the True-Up calculation is performed, it is determined that less than the number and type of lots are to be platted within the Landowner Lands, a True-Up Payment shall become immediately due and payable. Any such True-Up Payment determined to be due by shall be paid in full prior to approval of the plat. Such True-Up Payment shall be in addition to the regular Assessment Area Two Special Assessments installment payable for the Landowner Lands. The District will take all necessary steps to ensure that True-Up Payments are made in a timely fashion to ensure its debt service obligations are met, and in all cases, Developer agrees that such payments shall be made in order to ensure the District’s timely payment of the debt service obligations on the Assessment Area Two Bonds. The District shall record all True-Up Payments in its Improvement Lien book. If such True-Up Payment is made at least forty-five (45) days prior to an interest payment date on the Assessment Area Two Bonds, Developer shall include accrued interest as part of the True-Up Payment to such interest payment date. If such True-Up Payment becomes due within forty-five (45) days of the next interest payment date, accrued interest shall be calculated to the next succeeding interest payment date.

The foregoing is based on the District's understanding with Developer that at least    ERUs will be assigned to the Landowner Lands, as identified in the Assessment Report and Engineer’s Report. However, the District agrees that nothing herein prohibits more or less than the anticipated number of ERUs to be assigned to the Landowner Lands. In the event Developer plats less than    ERUs within the Landowner Lands, the Developer may either make a True-Up Payment or leave unassigned Assessment Area Two Special Assessments on un-platted lands within the Landowner Lands, provided
the maximum debt allocation per developable acre as set forth in the Assessment Resolution is not exceeded. In no event shall the District collect Assessment Area Two Special Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the Assessment Area Two Project, including all costs of financing and interest. The District, however, may collect Assessment Area Two Special Assessments in excess of the annual debt service related to the Assessment Area Two Project, including all costs of financing and interest, which shall be applied to prepay the Assessment Area Two Bonds. If the strict application of the True-Up methodology to any Reallocation for any plat pursuant to this paragraph would result in Assessment Area Two Special Assessments collected in excess of the District's total debt service obligation for the Assessment Area Two Project, the District agrees to take appropriate action by resolution to equitably Reallocate the assessments.
Section 4.  Enforcement. This Agreement is intended to be an additional method of enforcement of Developer’s obligation to pay the Assessment Area Two Special Assessments and to abide by the requirements of the Reallocation of Assessment Area Two Special Assessments, including the making of the True-Up Payment, if any, as set forth in the Assessment Resolutions. A default by any Party under this Agreement shall entitle any other Party to all remedies available at law or in equity, but excluding special, consequential or punitive damages.

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

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

If to the District:	Westside Haines City Community Development District 219 East Livingston Street Orlando, Florida 32801
Attn: District Manager

With a copy to:	Kilinski | Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Developer:	KL LB Buy 1 LLC
225 Liberty Street, Suite 4210, New York, NY 10281
Attn: 	

With a copy to:		

Attn: 	

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

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

Section 7.	Assignment.

Developer may not assign its duties or obligations under this Agreement except in accordance with the terms of this Section 7(C) below. This Agreement shall constitute a covenant running with title to all or any portion of the Landowner Lands, binding upon Developer and its successors and assigns including, without limitation, any purchaser and its successors and assigns as to the Landowner Lands or portions thereof, and any transferee of any portion of the Landowner Lands, but shall not be binding upon transferees permitted by Sections 7(B)(i), (ii) or (iii) below.

No portion of the Landowner Lands may be transferred to any third party without complying with the terms of Section 7(C) below, other than:

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

Platted and fully-developed lots to end users.

Portions of the Landowner Lands exempt from debt special assessments or to be dedicated to the City, the County, the District or other governmental agencies.
Any transfer of any portion of Landowner Lands pursuant to subsections (i), (ii) or (iii) of this Section 7(B), shall constitute an automatic release of such portion of Landowner Lands from the scope and effect of this Agreement.

Developer shall not transfer any portion of the Landowner Lands to any third party, except as permitted by Sections 7(B)(i), (ii) or (iii) above, without satisfying the following conditions (“Transfer Conditions”):
delivering a recorded copy of this Agreement to such third party; and

satisfying any True-Up Payment that results from a True-Up analysis that will be performed by the District Manager prior and as a condition to such transfer.

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

Section 8. Amendment. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter discussed herein and may be modified in writing only by the mutual agreement of all Parties. This Agreement may not be amended without the prior written consent of the Trustee on behalf and acting at the direction of the bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area Two Bonds then outstanding with regard to material amendments.

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

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

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

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

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

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

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

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

Section 17. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

Section 18. Effective Date. This Agreement shall become effective after execution by the Parties hereto on the date reflected above.
[Signature pages follow]
In witness whereof, Developer and District have caused this Agreement to be executed and delivered on the day and year first written above.

WITNESSES:	KL LB BUY 1 LLC,
a Delaware limited liability company

Print Name: 		Print Name: 	
Address: 		Title: 	

Print Name: 	
Address: 	

STATE OF FLORIDA COUNTY OF

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this	day of 	, 2024, by 	, as
	of KL LB Buy 1 LLC, on behalf of the company.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
WITNESSES:	WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT

Print Name:		Warren K. Heath, II
Address: 		Chairperson, Board of Supervisors

Print Name: 	
Address: 	

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this   day of 	, 2024, by Warren K. Heath, II, as Chairperson of the Board of Supervisors of Westside Haines City Community Development District.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	

Exhibit A:	Legal Description of Assessment Area Two
Exhibit B:	Westside Haines City Community Development District Second Amended and Restated Engineer’s Report, dated 	, 2024
Exhibit A - Legal Description of Landowner Lands

[Description for Brentwood 4/5 to be added]
Exhibit B – Engineer’s Report

SECTION 8

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

This  Collateral  Assignment  and  Assumption  of  Development  Rights
Relating to the Assessment Area Two Project (the “Assignment”) is made this 	
day of 	 2024, by and between:

Westside Haines City Community Development District, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Haines City, Florida and unincorporated Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando Florida 32801 (the “District”), and
GLK REAL ESTATE LLC, a Florida limited liability company, the developer and owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Winter Haven, Florida 32060, and its successors and assigns (the “Developer” and, together with the District, the “Parties” and each individually, a “Party”).

RECITALS

WHEREAS, Developer is the majority owner and the developer of that certain real property within the District as more particularly described in Exhibit A, attached hereto and incorporated herein (“Developer Lands”); and
Whereas, the District proposes to issue its $	 Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project) (the “Assessment Area Two Bonds”), to finance certain improvements which will benefit all of Assessment Area Two, as identified in the Second Amended and Restated Engineer’s Report, dated 	, 2024 (the “Engineer’s Report” and the improvements relating to Assessment Area Two, the “Assessment Area Two Project”); and
WHEREAS, among the security for the repayment of the Assessment Area Two Bonds are the debt special assessments (the “Assessment Area Two Special Assessments”) levied against certain property within the District (“Assessment Area Two”), described in Exhibit B; and
Whereas, the Parties intend that the Developer Lands will be platted and fully developed into a total of    townhomes and    single family residential units (together, the “Lots”), and the Lots will be ultimately owned by homebuilders or end users which are unrelated to the Developer or its affiliated entities (the “Development Completion”), as contemplated by the Engineer’s Report and as further described in the Master Assessment Methodology, dated March 29, 2021, as supplemented by that Supplemental Assessment Methodology – Assessment Area Two, dated 	, 2024 (together, the “Assessment Methodology”), all of such Lots and associated improvements being referred to herein as the “Development”; and

Whereas, the portion of the Development which is being partially financed with the proceeds of the Assessment Area Two Bonds is described as Brentwood Phases 2, 3, 4, and 5; Cascades Phase 3; and Wynnstone Phase 1 and 2A in the Engineer’s Report, and is referred to herein as the “Assessment Area Two Project”; and

Whereas, the failure to achieve Development Completion may increase the likelihood that the purchasers of the Assessment Area Two Bonds will not receive the full benefit of their investment in the Assessment Area Two Bonds; and
Whereas, during the period in which the Development is being developed and the Assessment Area Two Project has yet to reach Development Completion, there is an increased likelihood that adverse changes to local or national economic conditions may result in a default in the payment of the Assessment Area Two Special Assessments securing the Assessment Area Two Bonds; and

Whereas, in the event of default in the payment of the Assessment Area Two Special Assessments securing the Assessment Area Two Bonds, or in the payment of a True-Up Obligation (as defined in the Agreement by and between the Westside Haines City Community Development District and GLK Real Estate LLC Regarding True-Up as to Assessment Area Two Special Assessments, dated 	, 2024, or in the event of any other Event of Default (as defined herein), the District requires, in addition to the remedies afforded the District under the Master Trust Indenture dated as of July 1, 2021 (the “Master Indenture”), as supplemented by that Second Supplemental Trust Indenture dated as of   , 2024 (the “Second Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), pursuant to which the Assessment Area Two Bonds are being issued, and the other Agreements being entered into by Developer concurrent herewith with respect to the Assessment Area Two Bonds and the Assessment Area Two Special Assessments (the Indentures and Agreements being referred to collectively as the “Bond Documents”, and such remedies being referred to collectively as the “Remedial Rights”), certain remedies with respect to the Development Rights (defined below) in order to complete or enable a third party to complete development of the Assessment Area Two Project.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Recitals. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Assignment.
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 Assessment Area Two Project, and the Developer’s rights as declarant of any property owner or homeowner association with respect to Assessment Area Two Project (collectively, the “Development Rights”), as security for Developer’s payment and performance of all of its obligations arising under the Bond Documents, including, without limitation, payment of the Assessment Area Two Special Assessments levied against the Developer Lands and any True-Up Obligation. The Development Rights shall include, without limitation, the items listed in subsections (i) through
(viii) below as they pertain to development of the Assessment Area Two Project, but shall specifically exclude any portion of the Development Rights which relate solely to (x) Lots which have been or are conveyed to homebuilders unaffiliated with the Developer or homebuyers effective as of such conveyance, or (y) any portion of Assessment Area Two Project which has been transferred, dedicated and/or conveyed, or is in the future conveyed, to the City of Haines City, Florida (the “City”), Polk County, Florida (the “County”), the District, any utility provider, governmental or quasi-governmental entity, any homeowner’s or property owner’s association or other governing entity or association as may be required by applicable permits, approvals, plats or entitlements or regulations affecting the District, if any, in each case effective as of such transfer, conveyance and/or dedication, as applicable:

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

Engineering and construction plans and specifications for grading, roadways, site drainage, storm water drainage, signage, water distribution, 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, resolutions, variances, licenses, and franchises granted by governmental authorities, or any of their respective agencies, for or affecting the Assessment Area Two Project or the construction of improvements within the Assessment Area Two Project, or off-site to the extent such off-site improvements are necessary or required to complete the Assessment Area Two Project;

Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the construction of the Assessment Area Two Project or the construction of improvements within Assessment Area Two;
All prepaid impact fees and impact fee credits; and

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

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

If this Assignment has not become absolute, it shall automatically terminate upon the earliest to occur of the following events: (i) payment in full of the principal and interest associated with the Assessment Area Two Bonds; (ii) Development Completion; (iii) transfer of any Development Rights to the City, the 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 Assessment Area Two Project to an unaffiliated homebuilder or end user but only as to such portion transferred, from time to time.

Warranties by Developer. Developer represents and warrants to the District
that:

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

No action has been brought or threatened which would in any way interfere with the right of Developer to execute this Assignment and perform all of Developer’s obligations herein contained.
Any transfer, conveyance or sale of the Assessment Area Two Project shall subject any and all affiliates or successors-in-interest of Developer as to the Assessment Area Two Project or any portion thereof, to this Assignment to the extent of the portion of the Assessment Area Two Project so conveyed, except to the extent described in Section 2 above.
COVENANTS. Developer covenants with the District that for so long as this Assignment shall remain in effect pursuant to the terms hereof:

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

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

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

Events of Default. Any breach of Developer’s warranties contained in Section 3 hereof, any breach of covenants contained in Section 4 hereof which is not cured within sixty
(60) days after receipt of written notice thereof, or any breach of Developer under any other Bond Documents, which default is not cured within any applicable cure period, will constitute an “Event of Default”, under this Assignment.
Remedies Upon Default. Upon an Event of Default, or the transfer of title to any portion of the Assessment Area Two Project owned by Developer to the District or its designee pursuant to a judgment of foreclosure entered by a court of competent jurisdiction or a deed in lieu of foreclosure to the District or its designee or the acquisition of title to such property through the sale of tax certificates, the District may, as the District’s sole and exclusive remedies under this Assignment, take any or all of the following actions, at the District’s option:
Perform or cause to be performed any and all obligations of Developer relating to the Development Rights and exercise or cause to be exercised any and all rights of Developer therein as fully as Developer could;

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

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

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

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

AUTHORIZATION. The execution of this Assignment has been duly authorized by the appropriate body or official of the Parties; the Parties have complied with all the requirements of law; and the Parties have full power and authority to comply with the terms and provisions of this instrument.
NOTICES. All notices, requests, consents and other communications under this Assignment (the “Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties as follows:

If to the District:	Westside Haines City Community Development District 219 East Livingston Street Orlando, Florida 32801
Attn: District Manager

With a copy to:	Kilinski | Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Developer:	GLK Real Estate LLC 346 East Central Avenue
Winter Haven, Florida 32060 Attn: Lauren O. Schwenk

With a copy to:	Straughn & Turner, P.A. 255 Magnolia Avenue SW
Winter Haven, Florida 32060 Attn: Richard E. Straughn

Except as otherwise provided in this Assignment, any Notice shall be deemed received only upon actual delivery at the address(es) 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 in this Assignment.
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 (the “Trustee”), on behalf of the bondholders, shall be a direct third-party beneficiary of the terms and conditions of this Assignment and entitled to enforce Developer’s obligations hereunder at the direction of the bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area Two Bonds then outstanding. The Trustee shall not be deemed by virtue of this Assignment to have assumed any obligations or duties.
AMENDMENT. This Assignment may be amended by an instrument in writing executed by all of the Parties hereto, but only with the written consent of the Trustee acting at the direction of bondholders owning more than 50% of the aggregate principal amount of the Assessment Area Two Bonds then outstanding with respect to material amendments.
MISCELLANEOUS. Unless the context requires otherwise, whenever used herein, the singular number shall include 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 exclusive venue for any litigation arising out of or related to this Assignment shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.
PUBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Assignment may be public records and treated as such in accordance with Florida law.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Assignment shall not affect the validity or enforceability of the remaining portions of this Assignment, or any part of this Assignment not held to be invalid or unenforceable.
Limitations on Governmental Liability. Nothing in this Assignment shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory
limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other law, and nothing in this Assignment shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by sovereign immunity or by other operation of law.

Headings for Convenience Only. The descriptive headings in this Assignment are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Assignment.
Counterparts. This instrument may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

TERMINATION.	This Assignment shall continue in effect until the sooner of recission in writing by the mutual assent of the Parties, or until Development Completion, at which point this Assignment shall automatically terminate.
[Signature pages follow]
In witness whereof, Developer and the District have caused this Assignment to be executed and delivered on the day and year first written above.

WITNESSES:	GLK REAL ESTATE LLC,
a Florida limited liability company

Print Name: 			Lauren O. Schwenk, Manager Address: 		

Print Name:	 Address: 		

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this   day of 	, 2024, by Lauren O. Schwenk, as Manager of GLK Real Estate LLC, on behalf of the company.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
WITNESSES:	WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT

Print Name: 		Warren K. Heath, II
Address:		Chairperson, Board of Supervisors

Print Name:	 Address: 		

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this   day of 	, 2024, by Warren K. Heath, II, as Chairperson of the Board of Supervisors of Westside Haines City Community Development District.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	

Exhibit A:	Legal Description of the Developer Lands
Exhibit B:	Legal Description of Assessment Area Two
Exhibit A: Legal Description of Developer Lands
Exhibit B: Legal Description of Assessment Area Two

GLK Real Estate LLC	12

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

This  Collateral  Assignment  and  Assumption  of  Development  Rights
Relating to the Assessment Area Two Project (the “Assignment”) is made this 	
day of 	 2024, by and between:

Westside Haines City Community Development District, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Haines City, Florida and unincorporated Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando Florida 32801 (the “District”), and
KL LB BUY 1 LLC, a Delaware limited liability company, the owner of certain lands within the District, with a mailing address of 225 Liberty Street, Suite 4210, New York, NY 10281, and its successors and assigns (the “Landowner” and, together with the District, the “Parties” and each individually, a “Party”).

RECITALS

WHEREAS, Landowner is the majority owner of that certain real property within the District as more particularly described in Exhibit A, attached hereto and incorporated herein (“Landowner Lands”); and

Whereas, the District proposes to issue its $	 Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project) (the “Assessment Area Two Bonds”), to finance certain improvements which will benefit all of Assessment Area Two, as identified in the Second Amended and Restated Engineer’s Report, dated 	, 2024 (the “Engineer’s Report” and the improvements relating to Assessment Area Two, the “Assessment Area Two Project”); and

WHEREAS, among the security for the repayment of the Assessment Area Two Bonds are the debt special assessments (the “Assessment Area Two Special Assessments”) levied against certain property within the District (“Assessment Area Two”), described in Exhibit B; and
Whereas, the Parties intend that the Landowner Lands will be platted and fully developed into a total of    townhomes and    single family residential units (together, the “Lots”), and the Lots will be ultimately owned by homebuilders or end users which are unrelated to the Landowner or its affiliated entities (the “Development Completion”), as contemplated by the Engineer’s Report and as further described in the Master Assessment Methodology, dated March 29, 2021, as supplemented by that Supplemental Assessment Methodology – Assessment Area Two, dated 	, 2024 (together, the “Assessment Methodology”), all of such Lots and associated improvements being referred to herein as the “Development”; and

Whereas, the portion of the Development which is being partially financed with the proceeds of the Assessment Area Two Bonds is described as Brentwood Phases 2, 3, 4, and 5; Cascades Phase 3; and Wynnstone Phase 1 and 2A in the Engineer’s Report, and is referred to herein as the “Assessment Area Two Project”; and

Whereas, the failure to achieve Development Completion may increase the likelihood that the purchasers of the Assessment Area Two Bonds will not receive the full benefit of their investment in the Assessment Area Two Bonds; and
Whereas, during the period in which the Development is being developed and the Assessment Area Two Project has yet to reach Development Completion, there is an increased likelihood that adverse changes to local or national economic conditions may result in a default in the payment of the Assessment Area Two Special Assessments securing the Assessment Area Two Bonds; and

Whereas, in the event of default in the payment of the Assessment Area Two Special Assessments securing the Assessment Area Two Bonds, or in the payment of a True-Up Obligation (as defined in the Agreement by and between the Westside Haines City Community Development District and GLK Real Estate LLC Regarding True-Up as to Assessment Area Two Special Assessments, dated 	, 2024, or in the event of any other Event of Default (as defined herein), the District requires, in addition to the remedies afforded the District under the Master Trust Indenture dated as of July 1, 2021 (the “Master Indenture”), as supplemented by that Second Supplemental Trust Indenture dated as of   , 2024 (the “Second Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), pursuant to which the Assessment Area Two Bonds are being issued, and the other Agreements being entered into by Landowner concurrent herewith with respect to the Assessment Area Two Bonds and the Assessment Area Two Special Assessments (the Indentures and Agreements being referred to collectively as the “Bond Documents”, and such remedies being referred to collectively as the “Remedial Rights”), certain remedies with respect to the Development Rights (defined below) in order to complete or enable a third party to complete development of the Assessment Area Two Project.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Recitals. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Assignment.
Collateral Assignment.

Subject to the terms and conditions of this Assignment, Landowner hereby collaterally assigns to the District, to the extent assignable, all of Landowner’s development rights, permits, entitlements and work product relating to development of the Assessment Area Two Project, and the Landowner’s rights as declarant of any property owner or homeowner association with respect to Assessment Area Two Project (collectively, the “Development Rights”), as security for Landowner’s payment and performance of all of its obligations arising under the Bond Documents, including, without limitation, payment of the Assessment Area Two Special Assessments levied against the Landowner Lands and any True-Up Obligation. The Development Rights shall include, without limitation, the items listed in subsections (i) through
(viii) below as they pertain to development of the Assessment Area Two Project, but shall specifically exclude any portion of the Development Rights which relate solely to (x) Lots which have been or are conveyed to homebuilders unaffiliated with the Landowner or homebuyers effective as of such conveyance, or (y) any portion of Assessment Area Two Project which has been transferred, dedicated and/or conveyed, or is in the future conveyed, to the City of Haines City, Florida (the “City”), Polk County, Florida (the “County”), the District, any utility provider, governmental or quasi-governmental entity, any homeowner’s or property owner’s association or other governing entity or association as may be required by applicable permits, approvals, plats or entitlements or regulations affecting the District, if any, in each case effective as of such transfer, conveyance and/or dedication, as applicable:

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

Engineering and construction plans and specifications for grading, roadways, site drainage, storm water drainage, signage, water distribution, 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, resolutions, variances, licenses, and franchises granted by governmental authorities, or any of their respective agencies, for or affecting the Assessment Area Two Project or the construction of improvements within the Assessment Area Two Project, or off-site to the extent such off-site improvements are necessary or required to complete the Assessment Area Two Project;

Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the construction of the Assessment Area Two Project or the construction of improvements within Assessment Area Two;
All prepaid impact fees and impact fee credits; and

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

This Assignment is not intended to and shall not impair or interfere with the development of the Assessment Area Two property, including, without limitation, Landowner’s contracts with homebuilders, if any, and end users (collectively, the “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 Landowner to pay the Assessment Area Two Special Assessments levied against the portion of Assessment Area Two owned by the Landowner, from time to time, failure of Landowner 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 Assessment Area Two Bonds; (ii) Development Completion; (iii) transfer of any Development Rights to the City, the 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 Assessment Area Two Project to an unaffiliated homebuilder or end user but only as to such portion transferred, from time to time.

Warranties by Landowner. Landowner represents and warrants to the District that:

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

No action has been brought or threatened which would in any way interfere with the right of Landowner to execute this Assignment and perform all of Landowner’s obligations herein contained.
Any transfer, conveyance or sale of the Assessment Area Two Project shall subject any and all affiliates or successors-in-interest of Landowner as to the Assessment Area Two Project or any portion thereof, to this Assignment to the extent of the portion of the Assessment Area Two Project so conveyed, except to the extent described in Section 2 above.
COVENANTS. Landowner covenants with the District that for so long as this Assignment shall remain in effect pursuant to the terms hereof:

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

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

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

Events of Default. Any breach of Landowner’s warranties contained in Section 3 hereof, any breach of covenants contained in Section 4 hereof which is not cured within sixty (60) days after receipt of written notice thereof, or any breach of Landowner 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 Assessment Area Two Project owned by Landowner to the District or its designee pursuant to a judgment of foreclosure entered by a court of competent jurisdiction or a deed in lieu of foreclosure to the District or its designee or the acquisition of title to such property through the sale of tax certificates, the District may, as the District’s sole and exclusive remedies under this Assignment, take any or all of the following actions, at the District’s option:
Perform or cause to be performed any and all obligations of Landowner relating to the Development Rights and exercise or cause to be exercised any and all rights of Landowner therein as fully as Landowner could;

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

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

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

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

AUTHORIZATION. The execution of this Assignment has been duly authorized by the appropriate body or official of the Parties; the Parties have complied with all the requirements of law; and the Parties have full power and authority to comply with the terms and provisions of this instrument.
NOTICES. All notices, requests, consents and other communications under this Assignment (the “Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties as follows:

If to the District:	Westside Haines City Community Development District 219 East Livingston Street Orlando, Florida 32801
Attn: District Manager

With a copy to:	Kilinski | Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Landowner:	KL LB Buy 1 LLC
225 Liberty Street, Suite 4210, New York, NY 10281
Attn: 	

With a copy to:		

Attn: 	

Except as otherwise provided in this Assignment, any Notice shall be deemed received only upon actual delivery at the address(es) 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 Landowner may deliver Notice on behalf of the District and the Landowner, 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 in this Assignment.
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 Landowner.
Third-Party Beneficiaries. The Parties hereto agree that the trustee under the Indenture (the “Trustee”), on behalf of the bondholders, shall be a direct third-party beneficiary of the terms and conditions of this Assignment and entitled to enforce Landowner’s obligations hereunder at the direction of the bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area Two Bonds then outstanding. The Trustee shall not be deemed by virtue of this Assignment to have assumed any obligations or duties.
AMENDMENT. This Assignment may be amended by an instrument in writing executed by all of the Parties hereto, but only with the written consent of the Trustee acting at the direction of bondholders owning more than 50% of the aggregate principal amount of the Assessment Area Two Bonds then outstanding with respect to material amendments.
MISCELLANEOUS. Unless the context requires otherwise, whenever used herein, the singular number shall include 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 exclusive venue for any litigation arising out of or related to this Assignment shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.
PUBLIC RECORDS. The Landowner 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.

TERMINATION.	This Assignment shall continue in effect until the sooner of recission in writing by the mutual assent of the Parties, or until Development Completion, at which point this Assignment shall automatically terminate.
[Signature pages follow]
In witness whereof, Landowner and the District have caused this Assignment to be executed and delivered on the day and year first written above.

WITNESSES:	KL LB BUY 1 LLC,
a Delaware limited liability company

Print Name: 			Print Name:	 Address: 		

Print Name:	 Address: 		

STATE OF FLORIDA COUNTY OF

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this	day of 	, 2024, by 	,  as
	 of KL LB Buy 1 LLC, on behalf of the company.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
WITNESSES:	WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT

Print Name: 		Warren K. Heath, II
Address:		Chairperson, Board of Supervisors

Print Name:	 Address: 		

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this   day of 	, 2024, by Warren K. Heath, II, as Chairperson of the Board of Supervisors of Westside Haines City Community Development District.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	

Exhibit A:	Legal Description of the Landowner Lands
Exhibit B:	Legal Description of Assessment Area Two
Exhibit A: Legal Description of Landowner Lands
Exhibit B: Legal Description of Assessment Area Two

Section C
AGREEMENT BY AND BETWEEN THE WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND
GLK REAL ESTATE LLC, REGARDING THE COMPLETION OF CERTAIN IMPROVEMENTS

(ASSESSMENT AREA TWO BONDS)

This Agreement (the “Agreement”) is made and entered into this 	 day of
	 2024, by and between:

Westside Haines City Community Development District, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Haines City, Florida and unincorporated Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando, Florida 32801 (the “District”), and

GLK Real Estate LLC, a Florida limited liability company, the developer and owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Winter Haven, Florida 33880, and its successors and assigns (the “Developer” and, together with the District, the “Parties” and each individually, a “Party”).

RECITALS

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

Whereas, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, operating and/or maintaining certain infrastructure, including stormwater management facilities, water and sewer utilities, roadways, irrigation, off-site improvements, landscape and hardscape, street lighting, parks and recreation, and other infrastructure within or without the boundaries of the District, as described in that Engineer’s Report, as defined below (the “Improvements”); and

WHEREAS, Developer is the primary developer of certain lands within the District (“Assessment Area Two”), described in Exhibit A, which will be subject to the proposed issuance of the Assessment Area Two Bonds, as defined herein; and

Whereas, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services  as  described  in  the  Second  Amended  and  Restated  Engineer’s  Report,  dated
	, 2024; and
( the “Engineer’s Report”) attached to this Agreement as Exhibit B, and the estimated costs of the portion of the Improvements to be financed by the Assessment Area Two Bonds, described as Brentwood Phases 2, 3, 4, and 5; Cascades Phase 3; and Wynnstone Phases 1 and 2A (the “Assessment Area Two Project”), are identified therein; and

WHEREAS, the District has imposed debt special assessments on Assessment Area Two within the District (the “Assessment Area Two Special Assessments”), to secure financing for a portion of the construction of the Assessment Area Two Project described in Composite Exhibit B, and has validated $110,000,000 in special assessment bonds to fund the planning, design, permitting, construction and/or acquisition of Improvements, including a portion of the Assessment Area Two Project; and

Whereas, the District intends to finance all or a portion of the Assessment Area Two Project through the anticipated issuance of its Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project), in the principal amount of $	(the “Assessment Area Two Bonds”); and

Whereas, Developer has requested that the District limit the amount of debt special assessments imposed upon Assessment Area Two by allowing the Developer to directly fund a portion of the Assessment Area Two Project; and

Whereas, Developer has agreed to complete or cause funds to be provided to the District to complete the portion of the Assessment Area Two Project, as set forth in the Engineer’s Report, not funded by proceeds of the Assessment Area Two Bonds; and

Whereas, in consideration of the District limiting the amount of Assessment Area Two Special Assessments on Assessment Area Two, Developer has requested that the District enter into this Agreement and to provide the terms and conditions under which the Assessment Area Two Project shall be completed; and

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

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

Incorporation of Recitals. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.
Completion of Improvements. Developer and the District agree and acknowledge that the District’s proposed Assessment Area Two Bonds will provide only a portion of the funds necessary to complete the Assessment Area Two Project. Therefore, Developer hereby agrees to complete the Assessment Area Two Project or cause such funds to be provided to the District in an amount sufficient to allow the District to complete those portions of the Assessment Area Two Project which may remain unfunded including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs (collectively, the “Remaining Improvements”), whether pursuant to existing contracts, including change orders thereto, or future contracts.

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

Not Subject to Existing Contract. When any portion of the Remaining Improvements is not the subject of an existing District contract, the Developer may choose to complete, cause to be completed, or provide funds to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Improvements, subject to a formal determination by the District that the option selected by the Developer will not materially and adversely impact the District.

Nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Improvements. The Parties hereby acknowledge and agree that the District’s execution of this Agreement constitutes the manner and means by which any and all portions of the Remaining Improvements are to be funded and completed. Notwithstanding the foregoing, in the event the Developer, either jointly or individually, fails to timely provide funds or to complete the Remaining Improvements, the District may exercise its authority to issue additional bonds, notes or similar obligations, and certify for collection additional special assessments in an amount sufficient to complete the Remaining Improvements.

Other Conditions and Acknowledgments.

The District and Developer agree and acknowledge that the exact location, size, configuration, and composition of the Assessment Area Two Project may change from that described in the Engineer’s Report depending upon final design of the development, permitting or other regulatory requirements over time, or other factors. Material changes to the Assessment Area Two Project shall be made by a written amendment to the Engineer’s Report, which shall include an estimate of the cost of the changes. Material changes to the Assessment Area Two Project shall require the prior written consent of the Trustee acting on behalf and at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area Two Bonds then outstanding.
The District and Developer acknowledge and agree that the provision of funds under this Agreement or the completion of the Remaining Improvements will be considered a contribution in lieu of the imposition of debt special assessments upon Assessment Area Two benefitted by the Assessment Area Two Project.

The Developer agrees that all developable lands within Assessment Area Two, including Developer’s property, benefit from the timely design, construction, or acquisition of the Assessment Area Two Project.

Developer agrees that the Assessment Area Two Special Assessments which were imposed on Assessment Area Two within the District, have been validly imposed and constitute valid, legal and binding liens upon Assessment Area Two, which Assessment Area Two Special Assessments remain unsatisfied.

Notwithstanding anything to the contrary contained in this Agreement, the payment or performance by Developer of its obligations hereunder are expressly subject to, dependent and conditioned upon (a) the issuance of $	 par amount of Assessment Area Two Bonds and use of the proceeds thereof to fund a portion of the Assessment Area Two Project, and (b) the scope, configuration, size and/or composition of the Assessment Area Two Project not materially changing without the consent of Developer. Such consent is not necessary, and Developer must meet the completion obligations, or cause them to be met, when the scope, configuration, size and/or composition of the Assessment Area Two Project is materially changed in response to a requirement imposed by a regulatory agency.

Default and Protection Against Third-Party Interference. A default
by any Party under this Agreement shall entitle the others to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages and/or specific performance, but excluding special, consequential or punitive damages. Except as expressly otherwise provided in this Agreement, the District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Except as expressly otherwise provided in this Agreement, nothing contained in this Agreement shall limit or impair the District’s right to protect its rights under this Agreement from interference by a third party.

Enforcement of Agreement. If any Party is required to enforce this Agreement by court proceedings or otherwise, then the Parties agree that the substantially prevailing party shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by all Parties hereto, but only with the written consent of the Trustee acting at the direction of the bondholders owning more than 50% of an aggregate principal amount of the Assessment Area Two Bonds then outstanding, with respect to material amendments.
AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Developer, both the District and Developer have complied with all the requirements of law, and both the District and Developer have full power and authority to comply with the terms and provisions of this Agreement.

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

If to the District:	Westside Haines City Community Development District 219 East Livingston Street Orlando, Florida 32801
Attn: District Manager

With a copy to:	Kilinski | Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Developer:	GLK Real Estate LLC 346 East Central Avenue
Winter Haven, Florida 33880 Attn: Lauren O. Schwenk

With a copy to:	Straughn & Turner, P.A. 255 Magnolia Avenue SW
Winter Haven, Florida 33880 Attn: Richard E. Straughn

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

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

Third-Party Beneficiaries. Except as otherwise provided in this Section 10 with respect to Trustee, this Agreement is solely for the benefit of the Parties and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Except as otherwise provided in this Section 10 with respect to Trustee, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the Parties hereto any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and Developer and the respective representatives, successors, and assigns of each. Notwithstanding anything herein to the contrary, the Trustee for the Assessment Area Two Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall be entitled to enforce the obligations of Developer hereunder. The Trustee shall not be deemed to have assumed any obligations hereunder.

ASSIGNMENT. No Party hereto may assign this Agreement or any monies to become due hereunder without the prior written approval of the other Parties and the Trustee acting on behalf and at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area Two Bonds then outstanding.

Notwithstanding the foregoing, the Developer may assign this Agreement, in whole or in part, to a third-party purchaser of all the lands located within Assessment Area Two upon the execution of an Acknowledgement and Acceptance of Assignment of Developer Agreements in substantially the same form as Exhibit C attached hereto and incorporated herein by this reference.

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

EFFECTIVE DATE. This Agreement shall be effective upon execution by all Parties hereto.

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

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.
Limitations on Governmental Liability. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Headings for Convenience Only. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

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

TERMINATION. This Agreement shall continue in effect until completion of the Remaining Improvements, as evidenced by a Notice of Completion from the District Engineer, at which time this Agreement shall automatically terminate.

[Remainder of this page intentionally left blank]
In witness whereof, the Parties execute this Agreement on the day and year first written above.

ATTEST:	WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Warren K. Heath II
Vice Chairperson, Board of Supervisors

WITNESS:	GLK REAL ESTATE LLC,
a Florida limited liability company

Lauren O. Schwenk its Manager

[Print Name]

Exhibit A:	Legal Description of Assessment Area Two
Exhibit B:	Second Amended and Restated Engineer’s Report, dated 	, 2024
Exhibit C:	Form of Acknowledgement and Acceptance of Assignment of Developer Agreements
Exhibit A – Legal Description Of Assessment Area Two

[TO BE ADDED]
Exhibit B – Engineer’s Report
Exhibit C - Form of Acknowledgement and Acceptance of Assignment of
Developer Agreements

Section D
AGREEMENT BY AND BETWEEN THE WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND GLK REAL ESTATE LLC,
REGARDING THE ACQUISITION OF WORK PRODUCT, IMPROVEMENTS, AND REAL PROPERTY

(ASSESSMENT AREA TWO BONDS)

This Agreement (the “Agreement”) is made and entered into this 	 day of 	
2024, by and between:

Westside Haines City Community Development District, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated partially in the City of Haines City, Florida, and partially in unincorporated Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando Florida 32801 (the “District”), and

GLK Real Estate LLC, a Florida limited liability company, the developer and owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Winter Haven, Florida 33880, and its successors and assigns (the “Developer” and, together with the District, the “Parties” and each individually, a “Party”).

RECITALS

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

WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities, and services (the “Improvements”) within and adjacent to the District, and the anticipated cost thereof, as described in that certain Second Amended and Restated Engineer’s Report, dated 	, 2024 (the “Engineer’s Report”), attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, the Developer is the primary developer of certain lands located within the boundaries of the District known as Brentwood Phases 2, 3, 4, and 5; Cascades Phase 3; and Wynnstone Phases 1 and 2A as described in the Engineer’s Report and further described in Exhibit B (“Assessment Area Two”), within which a portion of the District Improvements will be located (the “Assessment Area Two Project”); and

Whereas, the District intends to finance all or a portion of the Improvements through the anticipated issuance of its Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project) (the “Assessment Area Two Bonds”); and
Whereas, because the Assessment Area Two Bonds have not yet been issued, the District has not had sufficient monies on hand to allow the District to fund the cost of preparation of the necessary surveys, reports, drawings, plans, permits, specifications, and related documents which would allow the timely commencement and completion of construction of the Improvements (the “Work Product”); and

Whereas, the District acknowledges the Developer’s need to have the Improvements constructed in an expeditious and timely manner in order to develop the District lands including the lands encompassing the Assessment Area Two Project; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 5.   CONVEYANCE OF REAL PROPERTY.

Conveyance. In the event that real property interests are to be conveyed by the Developer, or any other owner of lands within Assessment Area, and acquired by the District in connection with the acquisition or construction of the Improvements, and as mutually agreed upon by the District and the Developer, then in such event, the Developer agrees that it will convey or cause to be conveyed to the District at or prior to the Acquisition Date by a special warranty deed, or non-exclusive easement, as reasonably acceptable to the District together with a metes and bounds or other legal description, the Real Property upon which the Improvements are constructed or which are necessary for the operation and maintenance of, and access to the Improvements. The Parties agree that in no event shall the purchase price for the Real Property exceed the lesser of the actual cost to the Developer or the value of an appraisal obtained by the District for this purpose. The Parties agree that the purchase price shall not include amounts attributable to the value of improvements on the Real Property and other improvements serving the Real Property that have been, or will be, funded by the District. The District may determine in its reasonable discretion that fee title is not necessary and in such cases shall accept such other interest in the lands upon which the Improvements are constructed as the District deems reasonably acceptable. Such special warranty deed or other instrument shall be subject to a reservation by Developer of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related purposes
(including, but not limited to, construction traffic relating to the construction of the development) not inconsistent with the District’s use, occupation or enjoyment thereof. The Developer shall pay the cost for recording fees and documentary stamps required, if any, for the conveyance of the lands upon which the Improvements are constructed. The Developer shall be responsible for all taxes and assessments levied on the lands upon which the Improvements are constructed until such time as the Developer conveys said lands to the District. At the time of conveyance, the District may require, at Developer’s expense, an owner’s title insurance policy in a form satisfactory to the District. In the event the title search reveals exceptions to title which render title unmarketable or which, in the District’s reasonable discretion, would materially interfere with the District’s use of such lands, the District shall not be required to accept such conveyance of Real Property and/or any related Improvements or Work Product.

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

SECTION 6.   TAXES, ASSESSMENTS, AND COSTS.

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

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

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

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

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

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

SECTION 9.  INDEMNIFICATION. For all actions or activities which occur prior to the date of the acquisition of the relevant Real Property, Improvement or Work Product hereunder, the Developer agrees to indemnify and hold harmless the District and its officers, staff, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or claims of any nature arising out of, or in connection with, the use by the Developer, its officers, agents, employees, invitees or affiliates, of the Real Property, Improvement, or Work Product, including litigation or any appellate
proceedings with respect thereto, irrespective of the date of the initiation or notice of the claim, suit, etc.; provided, however, that the Developer shall not indemnify the District for a default by the District under this Agreement or the use of such Real Property, Improvement or Work Product by the District, its engineers, employees, contractors, or such persons’ or entities’ negligence.

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

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

SECTION 12. AMENDMENTS. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all Parties, and with regards to material amendments, with the prior written consent of the Trustee for the Assessment Area Two Bonds acting at the direction of the bondholders owning a majority of the aggregate principal amount of the Assessment Area Two Bonds then outstanding.

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

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

If to the District:	Westside Haines City Community Development District 219 East Livingston Street Orlando, Florida 32801
Attn: District Manager

With a copy to:	Kilinski ǀ Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Developer:	GLK Real Estate LLC 346 East Central Avenue
Winter Haven, Florida 33880 Attn: Lauren O. Schwenk
With a copy to:	Straughn & Turner, P.A. 255 Magnolia Avenue SW
Winter Haven, Florida 33880 Attn: Richard E. Straughn

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

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

SECTION 16. THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns. Notwithstanding the foregoing, nothing in this paragraph shall be construed as impairing or modifying the rights of any bondholders of Assessment Area Two Bonds issued by the District for the purpose of acquiring any Work Product, Improvements and/or Real Property. Also notwithstanding anything herein to the contrary, the Trustee for the Assessment Area Two Bonds, on behalf of the owners of the Assessment Area Two Bonds, shall be a direct third-party beneficiary acting at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area Two Bonds then outstanding, be entitled to cause the District to enforce the Developer’s obligations hereunder.

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

Notwithstanding the foregoing, the Developer may assign this Agreement to a third-party purchaser of all the lands located within Assessment Area Two upon the execution of an Acknowledgement and Acceptance of Assignment of Developer Agreements in substantially the same form as Exhibit C attached hereto and incorporated herein by this reference.

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

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

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

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

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

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

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

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

[Remainder of this page left intentionally blank]
In witness whereof, the Parties execute this Agreement the day and year first written
above.

ATTEST:	WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Warren K. Heath II
Chairperson, Board of Supervisors

WITNESS:	GLK REAL ESTATE LLC,
a Florida limited liability company

Lauren O .Schwenk, Manager
[Print Name]

Exhibit A:	Second Amended and Restated Engineer’s Report, dated 	, 2024
Exhibit B:	Legal Description of Assessment Area Two
Exhibit C:	Acknowledgement and Acceptance of Assignment of Developer Agreements
Exhibit A: Engineer’s Report
Exhibit B: Legal Description of Assessment Area Two

Brentwood Phases 2 & 3:

A PORTION OF SECTION 19, TOWNSHIP 28 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE CENTER CORNER OF SAID SECTION 19; THENCE N88°59'19"E, ALONG THE NORTH LINE OF THE SE 1/4 OF SAID SECTION 19 A DISTANCE OF
992.29 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE N88°59'19"E, A DISTANCE OF 661.52 FEET TO A POINT ON THE EAST LINE OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 19; THENCE S00°19'15"E, ALONG SAID EAST LINE, A DISTANCE OF 661.64 FEET TO A POINT ON THE NORTH LINE OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4	OF THE SOUTHEAST 1/4 OF SECTION 19; THENCE N88°55'21"E, ALONG THE SAID NORTH LINE, A DISTANCE OF 330.63 FEET TO A POINT ON THE EAST LINE OF THE EAST 1/2 OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4	OF THE SOUTHEAST 1/4	OF SECTION 19; THENCE S00°18'33"E, ALONG SAID EAST LINE, A DISTANCE OF 661.26 FEET TO A POINT ON THE SOUTH LINE OF THE NORTH 1/2 OF THE SOUTHWEST 1/4 OF SECTION 19; THENCE S88°51'22"W, ALONG SAID NORTH LINE, A DISTANCE OF
991.52 FEET TO A POINT ON THE EAST LINE OF THE EAST 1/2 OF THE SOUTHEAST
1/4 OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4	OF SECTION 19; THENCE N00°20'37"W, ALONG SAID EAST LINE, A DISTANCE OF 163.38 FEET, THENCE DEPARTING SAID EAST LINE, RUN N89°02'28"E, A DISTANCE OF 83.53 FEET,· THENCE N00°57'32"W, A DISTANCE OF 57.00 FEET, THENCE N89°02'28"E, A DISTANCE OF 76.00 FEET, THENCE N00°57'09"W, A DISTANCE OF 894.67 FEET,· THENCE S89°01'45"W, A DISTANCE OF 60.10 FEET; THENCE N00°57'32"W, A DISTANCE OF 57.02 FEET, THENCE S89°02'28"W, A DISTANCE OF 15.00 FEET, THENCE N00°57'32"W, A DISTANCE OF 137.74 FEET,· THENCE S88°59'20"W, A DISTANCE OF 72.22 FEET TO A POINT ON THE EAST 1/2	OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 19; THENCE N00°20'37"W, ALONG SIAD EAST LINE, A DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING.

LESS ALL RECORDED INTERIOR ROAD RIGHT OF WAYS CONTAINING 21 ACRES MORE OR LESS.
Cascade Phases 2 & 3:

A PORTION OF SECTION 30, TOWNSHIP 28 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER CORNER OF SAID SECTION 30; THENCE S00°04'12"E, ALONG THE WEST LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 30, A DISTANCE OF 45.00 FEET,· THENCE DEPARTING SAID WEST LINE, RUN S88°55'09''W, A DISTANCE OF 405.31 FEET,· THENCE S00°04'11"E, A DISTANCE OF 1231.82 FEET;
THENCE S88°52'20''W, A DISTANCE OF 920.72 FEET,· THENCE S00°07'43"E, A DISTANCE OF 14.77 FEET, THENCE N73°45'08''W, A DISTANCE OF 99.67 FEET,THENCE N33°12'25"E, A DISTANCE OF 782.35 FEET, THENCE N05°39'14"E, A DISTANCE OF 501.06 FEET; THENCE N41°26'18"W, A DISTANCE OF 214.50 FEET TO A POINT ON THE NORTH LINE OF THE SOUTHWEST 1/4 OF SAID SECTION 30; THENCE S88°55'09"W, ALONG SAID NORTH LINE, A DISTANCE OF 1021.45 FEET, THENCE N00°04'45"W, A DISTANCE OF 998.90 FEET,· THENCE N89°04'41"E, A DISTANCE OF
743.12 FEET, THENCE N00°05'30"W, A DISTANCE OF 323.41 FEET TO A POINT ON THE NORTH LINE OF THE NORTH 1/2 OF THE NORTHWEST 1/4 OF SAID SECTION 30; THENCE N89°02'28"E, ALONG SAID NORTH LINE, A DISTANCE OF 939.63 FEET,· THENCE DEPARTING SAID NORTH LINE, RUN S00°06'56"E, A DISTANCE OF 659.11 FEET TO A POINT ON THE NORTH LINE OF THE S 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTION 30; THENCE N88°58'59"E, ALONG SAID NORTH LINE, A DISTANCE OF 422.01 FEET TO A POINT ON THE NORTH LINE OF THE S 1/2 OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTION 30; THENCE N88°47'01"E, ALONG SAID NORTH LINE, A DISTANCE OF 991.38 FEET, THENCE DEPARTING SAID NORTH LINE, RUN S00°08'03"E, A DISTANCE OF 659.01 FEET TO A POINT ON THE NORTH LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 30; THENCE S88°48'13"W, ALONG SAID NORTH LINE, A DISTANCE OF 991.59 FEET TO THE POINT OF BEGINNING.

LESS ALL RECORDED INTERIOR ROAD RIGHT OF WAYS CONTAINING 88 ACRES MORE OR LESS.

GLK Real Estate LLC	15
AGREEMENT BY AND BETWEEN THE WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND KL LB BUY 1 LLC,
REGARDING THE ACQUISITION OF WORK PRODUCT, IMPROVEMENTS, AND REAL PROPERTY

(ASSESSMENT AREA TWO BONDS)

This Agreement (the “Agreement”) is made and entered into this 	 day of 	
2024, by and between:

Westside Haines City Community Development District, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated partially in the City of Haines City, Florida, and partially in unincorporated Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando Florida 32801 (the “District”), and

KL LB BUY LLC, a Delaware limited liability company, whose principal address is 225 Liberty Street, Suite 4210, New York, NY 10281, the owner of certain lands within the District (the “Landowner” and, together with the District, the “Parties” and each individually, a “Party”).

RECITALS

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

WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities, and services (the “Improvements”) within and adjacent to the District, and the anticipated cost thereof, as described in that certain Second Amended and Restated Engineer’s Report, dated 	, 2024 (the “Engineer’s Report”), attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, the Landowner is the owner of certain lands located within the boundaries of the District and within the area identified as “assessment Area Two,” known as Brentwood Phases 4 and 5, as described in the Engineer’s Report and further described in Exhibit B (“Landowner Lands”), within which a portion of the District Improvements will be located (the “Assessment Area Two Project”); and

Whereas, the District intends to finance all or a portion of the Improvements through the anticipated issuance of its Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project) (the “Assessment Area Two Bonds”); and
Whereas, because the Assessment Area Two Bonds have not yet been issued, the District has not had sufficient monies on hand to allow the District to fund the cost of preparation of the necessary surveys, reports, drawings, plans, permits, specifications, and related documents which would allow the timely commencement and completion of construction of the Improvements (the “Work Product”); and

Whereas, the District acknowledges the Landowner’s need to have the Improvements constructed in an expeditious and timely manner in order to develop the District lands including the lands encompassing the Assessment Area Two Project; and

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

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

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

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

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

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

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

SECTION 2. WORK PRODUCT. The District agrees to pay the lesser of actual cost incurred by the Landowner or fair market value, for preparation of the Work Product in accordance with the provisions of this Agreement. The Landowner shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Landowner for the Work Product. The Parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement on such date as the Parties may jointly agree upon (the “Acquisition Date”).  The Parties agree that separate or multiple
Acquisition Dates may be established for any portion of the acquisitions contemplated by this Agreement. The District Engineer shall review all evidence of cost and shall certify to the District’s Board of Supervisors (the “Board”) the total actual amount of cost, which, in the District Engineer’s sole opinion, is reasonable for the Work Product. The District Engineer’s opinion as to cost shall be set forth in an Engineer’s Certificate which shall accompany the requisition for the funds from the trustee for the Assessment Area Two Bonds (the “Trustee”). In the event that the Landowner disputes the District Engineer’s opinion as to cost, the District and the Landowner agree to use good faith efforts to resolve such dispute. If the Parties are unable to resolve any such dispute, the Parties agree to jointly select a third-party engineer whose decision as to any such dispute shall be binding upon the Parties. Such decision by a third-party engineer shall be set forth in an Engineer’s Affidavit which shall accompany the requisition for the funds from the Trustee. The Parties acknowledge that the Work Product is being acquired for use by the District in connection with the construction of the Improvements.

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

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

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

The Landowner agrees to make reasonable good faith efforts, but without imposing any requirement on Landowner to pay for additional warranty rights on behalf of the District, to provide or cause to be provided to the District, either by assignment or directly from such third parties as may be necessary and desirable to the mutual satisfaction
of the Parties hereto, a warranty that the Work Product is fit for the purposes to which it will be put by the District, as contemplated by the Engineer’s Report.

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

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

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

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

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

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

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

SECTION 5.   CONVEYANCE OF REAL PROPERTY.

Conveyance. In the event that real property interests are to be conveyed by the Landowner, or any other owner of lands within Assessment Area, and acquired by the District in connection with the acquisition or construction of the Improvements, and as mutually agreed upon by the District and the Landowner, then in such event, the Landowner agrees that it will convey or cause to be conveyed to the District at or prior to the Acquisition Date by a special warranty deed, or non-exclusive easement, as reasonably acceptable to the District together with a metes and bounds or other legal description, the Real Property upon which the Improvements are constructed or which are necessary for the operation and maintenance of, and access to the Improvements. The Parties agree that in no event shall the purchase price for the Real Property exceed the lesser of the actual cost to the Landowner or the value of an appraisal obtained by the District for this purpose. The Parties agree that the purchase price shall not include amounts attributable to the value of improvements on the Real Property and other improvements serving the Real Property that have been, or will be, funded by the District. The District may determine in its reasonable discretion that fee title is not necessary and in such cases shall accept such other interest in the lands upon which the Improvements are constructed as the District deems reasonably acceptable. Such special warranty deed or other instrument shall be subject to a reservation by Landowner of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related purposes
(including, but not limited to, construction traffic relating to the construction of the development) not inconsistent with the District’s use, occupation or enjoyment thereof. The Landowner shall pay the cost for recording fees and documentary stamps required, if any, for the conveyance of the lands upon which the Improvements are constructed. The Landowner shall be responsible for all taxes and assessments levied on the lands upon which the Improvements are constructed until such time as the Landowner conveys said lands to the District. At the time of conveyance, the District may require, at Landowner’s expense, an owner’s title insurance policy in a form satisfactory to the District. In the event the title search reveals exceptions to title which render title unmarketable or which, in the District’s reasonable discretion, would materially interfere with the District’s use of such lands, the District shall not be required to accept such conveyance of Real Property and/or any related Improvements or Work Product.

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

SECTION 6.   TAXES, ASSESSMENTS, AND COSTS.

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

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

Nothing in this Agreement shall prevent the District 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 A above. The Landowner covenants to make any payments due hereunder in a timely manner in accordance with Florida law. In the event that the Landowner fails to make timely payment of any such taxes or costs, the Landowner acknowledges the District’s right to make such payment. If the District makes such payment, the Landowner 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 Landowner or the District. Furthermore, the Parties reserve all respective rights to challenge, pay under protest, contest or litigate the imposition of any tax, assessment, or cost in good faith they believe is unlawfully or inequitably imposed and agree to cooperate in good faith in the challenge of any such imposition.

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

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

SECTION 9.  INDEMNIFICATION. For all actions or activities which occur prior to the date of the acquisition of the relevant Real Property, Improvement or Work Product hereunder, the Landowner agrees to indemnify and hold harmless the District and its officers, staff, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or claims of any nature arising out of, or in connection with, the use by the Landowner, its officers, agents, employees, invitees or affiliates, of the Real Property, Improvement, or Work Product, including litigation or any appellate
proceedings with respect thereto, irrespective of the date of the initiation or notice of the claim, suit, etc.; provided, however, that the Landowner shall not indemnify the District for a default by the District under this Agreement or the use of such Real Property, Improvement or Work Product by the District, its engineers, employees, contractors, or such persons’ or entities’ negligence.

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

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

SECTION 12. AMENDMENTS. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all Parties, and with regards to material amendments, with the prior written consent of the Trustee for the Assessment Area Two Bonds acting at the direction of the bondholders owning a majority of the aggregate principal amount of the Assessment Area Two Bonds then outstanding.

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

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

If to the District:	Westside Haines City Community Development District 219 East Livingston Street Orlando, Florida 32801
Attn: District Manager

With a copy to:	Kilinski ǀ Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Landowner:	KL LB Buy 1 LLC
225 Liberty Street, Suite 4210 New York, NY 10281
Attn: 	
With a copy to:		

Attn: 	

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 Landowner may deliver Notice on behalf of the District and the Landowner. Any Party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days’ written notice to the Parties and addressees set forth in this Agreement.

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

SECTION 16. THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Landowner and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and the Landowner any right, remedy, or claim under or by reason of this Agreement or any 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 Landowner 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 bondholders of Assessment Area Two Bonds issued by the District for the purpose of acquiring any Work Product, Improvements and/or Real Property. Also notwithstanding anything herein to the contrary, the Trustee for the Assessment Area Two Bonds, on behalf of the owners of the Assessment Area Two Bonds, shall be a direct third-party beneficiary acting at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area Two Bonds then outstanding, be entitled to cause the District to enforce the Landowner’s obligations hereunder.

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

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

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

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

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

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

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

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

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

[Remainder of this page left intentionally blank]
In witness whereof, the Parties execute this Agreement the day and year first written
above.

ATTEST:	WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Warren K. Heath II
Chairperson, Board of Supervisors

WITNESS:	KL LB BUY 1 LLC,
a Delaware limited liability company

Print Name: 	
[Print Name]	Title: 	

Exhibit A:	Second Amended and Restated Engineer’s Report, dated 	, 2024
Exhibit B:	Legal Description of Assessment Area Two
Exhibit A: Engineer’s Report
Exhibit B: Legal Description of Assessment Area Two

[Description for Brentwood Phases 4 and 5 to be added]

Section E

DECLARATION OF CONSENT TO JURISDICTION OF WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT
AND TO IMPOSITION OF SPECIAL ASSESSMENTS (ASSESSMENT AREA TWO SPECIAL ASSESSMENTS)
GLK REAL ESTATE LLC, a Florida limited liability company (the “Landowner”), is the owner of those lands as more particularly described in Exhibit A attached hereto (the “Property”), located within the boundaries of the Westside Haines City Community Development District (the “District”) and within the boundaries of the area known as “Assessment Area Two.” The Landowner, intending that it and its successors in interest and assigns shall be legally bound by this Declaration, hereby declares, acknowledges and agrees as follows:

The District is, and has been at all times, on and after March 18, 2021, a legally created, duly organized, and validly existing community development district under the provisions of Chapter 190, Florida Statutes, as amended (the “Act”). Without limiting the generality of the foregoing, the Landowner acknowledges that: (a) the petition filed with the Polk County Board of County Commissioners (the “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. 21-017, enacted by the County and effective on March 18, 2021, was duly and properly adopted by the County in compliance with all applicable requirements of law; (c) Ordinance No. 22-071, enacted by the County and effective on November 7, 2022, was duly and properly adopted by the County in compliance with all applicable requirements of law; (d) Ordinance No. 2023-065, adopted by the County and effective on October 3, 2023, was duly and properly adopted by the County in compliance with all applicable requirements of law; and (e) the members of the Board of Supervisors of the District (the “Board”) were and are duly and properly designated and/or elected pursuant to the Act to serve in their official capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from March 18, 2021, to and including the date of this Declaration.

The Landowner, for itself and its heirs, successors and assigns, hereby confirms and agrees that the debt special assessments (the “Assessment Area Two Special Assessments”) imposed by, but not limited to, Resolutions 2021-25, 2021-26, 2021-29, and 2024-   (collectively, the “Assessment Resolutions”) have been 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 Assessment Area Two Special Assessments, and the Assessment Area Two Special Assessments are legal, valid and binding first liens upon the Property co-equal with the lien of all state, county, city, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid.

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

The Landowner hereby expressly acknowledges, represents and agrees that (i) the Assessment Area Two Special Assessments, the Assessment Resolutions, and the terms of the financing documents related to the District’s issuance of the Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project), in the principal amount of $	 (the “Assessment Area Two Bonds”), or securing payment thereof and all other documents and certifications relating to the issuance of the Assessment Area Two Bonds (the “Financing Documents”), are valid and binding obligations enforceable in accordance with their terms; (ii) there are no claims or offsets whatsoever against, or defenses or counterclaims whatsoever to, payments of the Assessment Area Two Special Assessments or claims of invalidity, deficiency or unenforceability of the Assessment Area Two Special Assessments and Financing Documents (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims); (iii) the Landowner expressly 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; (iv) to the extent Landowner fails to timely pay any Assessment Area Two Special Assessments collected by mailed notice of the District, such unpaid Assessment Area Two Special Assessments and future Assessment Area Two 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; and (v) the Landowner hereby waives, to the extent permitted by law, any and all rights to challenge the validity of: any argument, claim or defense resulting from any defect or omission of any and all District notices, meetings, workshops, public hearings and other proceedings in relation to the Assessment Area Two Special Assessments or the Assessment Area Two Bonds that were conducted on or prior to the date hereof.

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 Assessment Area Two Special Assessments is available from the District Manager (Governmental Management Services – Central Florida, LLC), 219 E. Livingston Street, Orlando, Florida 32801.
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.

[Signature page to follow]
Effective this 	 day of 	 2024.
In witness whereof, Landowner and the District have caused this Consent to be executed and delivered on the day and year first written above.

WITNESSES:	GLK REAL ESTATE LLC, a Florida
limited liability company

Print Name: 			Lauren O. Schwenk, Manager Address: 		

Print Name: 	
Address: 	

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this   day of 	, 2024, by Lauren O. Schwenk, as Manager of GLK Real Estate LLC.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
Exhibit A – Legal Description of Assessment Area Two

[description of GLK property to be added]

GLK Real Estate LLC - Declaration of Consent	5

DECLARATION OF CONSENT TO JURISDICTION OF WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT
AND TO IMPOSITION OF SPECIAL ASSESSMENTS (ASSESSMENT AREA TWO SPECIAL ASSESSMENTS)
KL LB BUY 1 LLC, a Delaware limited liability company (the “Landowner”), is the owner of those lands as more particularly described in Exhibit A attached hereto (the “Property”), located within the boundaries of the Westside Haines City Community Development District (the “District”) and within the boundaries of the area known as “Assessment Area Two.” The Landowner, intending that it and its successors in interest and assigns shall be legally bound by this Declaration, hereby declares, acknowledges and agrees as follows:

The District is, and has been at all times, on and after March 18, 2021, a legally created, duly organized, and validly existing community development district under the provisions of Chapter 190, Florida Statutes, as amended (the “Act”). Without limiting the generality of the foregoing, the Landowner acknowledges that: (a) the petition filed with the Polk County Board of County Commissioners (the “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. 21-017, enacted by the County and effective on March 18, 2021, was duly and properly adopted by the County in compliance with all applicable requirements of law; (c) Ordinance No. 22-071, enacted by the County and effective on November 7, 2022, was duly and properly adopted by the County in compliance with all applicable requirements of law; (d) Ordinance No. 2023-065, adopted by the County and effective on October 3, 2023, was duly and properly adopted by the County in compliance with all applicable requirements of law; and (e) the members of the Board of Supervisors of the District (the “Board”) were and are duly and properly designated and/or elected pursuant to the Act to serve in their official capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from March 18, 2021, to and including the date of this Declaration.

The Landowner, for itself and its heirs, successors and assigns, hereby confirms and agrees that the debt special assessments (the “Assessment Area Two Special Assessments”) imposed by, but not limited to, Resolutions 2021-25, 2021-26, 2021-29, and 2024-   (collectively, the “Assessment Resolutions”) have been 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 Assessment Area Two Special Assessments, and the Assessment Area Two Special Assessments are legal, valid and binding first liens upon the Property co-equal with the lien of all state, county, city, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid.

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

The Landowner hereby expressly acknowledges, represents and agrees that (i) the Assessment Area Two Special Assessments, the Assessment Resolutions, and the terms of the financing documents related to the District’s issuance of the Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project), in the principal amount of $	 (the “Assessment Area Two Bonds”), or securing payment thereof and all other documents and certifications relating to the issuance of the Assessment Area Two Bonds (the “Financing Documents”), are valid and binding obligations enforceable in accordance with their terms; (ii) there are no claims or offsets whatsoever against, or defenses or counterclaims whatsoever to, payments of the Assessment Area Two Special Assessments or claims of invalidity, deficiency or unenforceability of the Assessment Area Two Special Assessments and Financing Documents (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims); (iii) the Landowner expressly 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; (iv) to the extent Landowner fails to timely pay any Assessment Area Two Special Assessments collected by mailed notice of the District, such unpaid Assessment Area Two Special Assessments and future Assessment Area Two 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; and (v) the Landowner hereby waives, to the extent permitted by law, any and all rights to challenge the validity of: any argument, claim or defense resulting from any defect or omission of any and all District notices, meetings, workshops, public hearings and other proceedings in relation to the Assessment Area Two Special Assessments or the Assessment Area Two Bonds that were conducted on or prior to the date hereof.

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 Assessment Area Two Special Assessments is available from the District Manager (Governmental Management Services – Central Florida, LLC), 219 E. Livingston Street, Orlando, Florida 32801.
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.

[Signature page to follow]
Effective this 	 day of 	 2024.
In witness whereof, Landowner and the District have caused this Consent to be executed and delivered on the day and year first written above.

WITNESSES:	KL LB BUY 1 LLC, a Delaware
limited liability company

Print Name: 		Print Name: 	
Address: 		Title: 	

Print Name: 	
Address: 	

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this 	 day of 	, 2024, by 	, as
	of KL LB Buy 1 LLC.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
Exhibit A – Legal Description of the Property

[description of Brentwood Phase 4/5 Property to be added]

Section F
This Instrument Prepared by	This space reserved for use by the and return to:		Clerk of the Circuit Court

Lauren Gentry, Esq. Kilinski | Van Wyk PLLC 517 East College Avenue Tallahassee, Florida 32301

WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT NOTICE OF LIEN OF SPECIAL ASSESSMENTS FOR
SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA TWO PROJECT)

PLEASE TAKE NOTICE that the Board of Supervisors of the Westside Haines City Community Development District (the “District”) in accordance with Chapters 170, 190, and 197, Florida Statutes, adopted Resolutions 2021-25, 2021-26, 2021-29, and 2024-  (together, the “Assessment Resolutions”), confirming and certifying the lien of non-ad valorem special assessments on certain real property located within the boundaries of the District that will be specially benefitted by the Assessment Area Two Project described in such Assessment Resolutions. Said assessments are pledged to secure the Westside Haines City Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two Project) (the “Assessment Area Two Bonds”). The legal description of the lands on which said special assessments are imposed is attached to this Notice (the “Notice”), as Exhibit A. The special assessments are imposed on benefitted property within the District as described in the Master Assessment Methodology, dated March 29, 2021, as supplemented by that Supplemental Assessment Methodology-Assessment Area Two, dated 	 (together, the “Assessment Report”), approved by the District. A copy of the Assessment Report and the Assessment Resolutions may be obtained by contacting the District at: Westside Haines City Community Development District, c/o Governmental Management Services – Central Florida, LLC, 219 East Livingston Street, Orlando, Florida 32801; Ph: (407) 841-5524.  The non ad-valorem special
assessments provided for in the Assessment Resolutions were legally and validly determined and levied in accordance with all applicable requirements of Florida law, and these non-ad valorem special assessments constitute and will at all relevant times in the future constitute, legal, valid, and binding first liens on the land against which assessed until paid, coequal with the lien of all state, county, district, and municipal taxes, and superior in dignity to all other liens, titles, and claims. The District may collect assessments on any of the lands described in the attached Exhibit A by any method authorized by law, which method may change from year to year.
The District is a special-purpose form of local government established pursuant to and governed by Chapter 190, Florida Statutes. Pursuant to Section 190.048, Florida Statutes, you are hereby notified that: THE WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT MAY IMPOSE AND LEVY TAXES OR ASSESSMENTS, OR BOTH TAXES AND ASSESSMENTS, ON THIS PROPERTY. THESE TAXES AND ASSESSMENTS PAY THE CONSTRUCTION, OPERATION, AND MAINTENANCE COSTS OF CERTAIN PUBLIC FACILITIES AND SERVICES OF THE DISTRICT AND ARE SET ANNUALLY BY THE GOVERNING BOARD OF THE DISTRICT. THESE TAXES AND ASSESSMENTS ARE IN ADDITION TO COUNTY AND OTHER LOCAL GOVERNMENTAL TAXES AND ASSESSMENTS AND ALL OTHER TAXES AND ASSESSMENTS PROVIDED FOR BY LAW.
THE LIEN FOR THE SPECIAL ASSESSMENTS IS STATUTORY AND  NO  FILING  IS  NECESSARY  IN  ORDER  TO  PERFECT  OR
PROVIDE RECORD NOTICE THEREOF. THIS NOTICE IS FOR INFORMATION PURPOSES. IN ADDITION TO THE MINUTES, RECORDS AND OTHER MATERIAL OF THE DISTRICT AVAILABLE FROM THE DISTRICT, THIS ALSO CONSTITUTES A LIEN OF RECORD FOR PURPOSES OF SECTION 197.573 OF THE FLORIDA STATUTES AND ALL OTHER APPLICABLE PROVISIONS OF THE FLORIDA STATUTES AND ANY OTHER APPLICABLE LAW.

[Signatures on following page]
IN WITNESS WHEREOF, this Notice has been executed and effective as of the 	

day of 	 2024, and recorded in the Official Records of Polk County, Florida.

WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT

Warren K. Heath, II
Chairperson, Board of Supervisors

Witness	Witness

Print Name	Print Name

Address	Address

STATE OF FLORIDA COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization, this   day of 	 2024, by Warren K. Heath, II as Chairperson of the Board of Supervisors for the Westside Haines City Community Development District.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
Exhibit A - Legal Description of Assessment Area Two

[Legal Description to be added]

Section VIII
RESOLUTION 2024-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT TO DESIGNATE THE DATE, TIME AND PLACE FOR A PUBLIC HEARING AND AUTHORIZATION TO PUBLISH NOTICE OF SUCH HEARING FOR THE PURPOSE OF ADOPTING RULES AND FEES OF THE DISTRICT AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Westside Haines City Community Development District (“District”) is a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes (“Act”), for the purpose of owning, operating, maintaining, and providing certain public infrastructure improvements; and

WHEREAS, by virtue of certain plats and other legal instruments, the District holds certain easement rights, and additional easements may in the future be dedicated to the District (together, “District Easements”); and

Whereas, construction of unauthorized improvements within District Easements may interfere with the proper operation and maintenance of the District’s improvements; and

WHEREAS, the Board of Supervisors of the District (“Board”) is authorized by the Act to adopt rules, orders, rates, fees and charges pursuant to Chapter 120, Florida Statutes.

WHEREAS, the Board finds that it is in the best interests of the District and necessary for the efficient operation of the District to set a public hearing to consider adoption of a policy and application fee for the installation of improvements within District Easements, attached hereto as Exhibit A and incorporated herein by this reference (“Easement Variance Policy”).

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The Board intends to adopt its proposed Easement Variance Policy, attached hereto as Exhibit A, which includes an application fee. The District will hold a public hearing on such Easement Variance Policy at a meeting of the Board to be held on Tuesday, April 2, 2024, at 9:30 a.m. at the Holiday Inn-Winter Haven, 200 Cypress Gardens Boulevard, Winter Haven, Florida 33880.

SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 120.54, Florida Statutes.

SECTION 3. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.
SECTION 4. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 6th day of February 2024.

ATTEST:	WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairperson, Board of Supervisors

Exhibit A:	Proposed Easement Variance Policy
EXHIBIT A
Proposed Easement Variance Policy
WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT
Easement Variance Policy
Effective: 	

Scope. This policy applies to requests to construct/install improvements within easements held by the Westside Haines City Community Development District (“District”). No improvements, including fences, pavers, landscaping, etc., may be constructed or installed within District easements without approval from the District. This policy is intended to prevent damage which may be caused by unauthorized obstruction of District easements.
Request Procedures. Individuals who wish to construct or install improvements within a District easement must (a) submit an application form to the District Manager or his or her designee, and (b) pay a $75 fee to offset the costs of processing the request. The application must be signed by the owner(s) of the property. Please note that in swale areas, any approved fence must be constructed in a manner which does not impede the flow of water. An example of permissible and impermissible fences in swale areas is attached as Exhibit A. Please also note that fences and other improvements may not be permissible in certain easement areas due to underground improvements, access and maintenance requirements, or other factors in the District’s discretion.
Approval. If approved, the owner(s) of the property must execute an agreement in a form acceptable to the District, which shall be recorded in the Public Records of Polk County, Florida. The District Manager shall have authority to approve applications. There shall be no requirement to bring the application before the Board of Supervisors (“Board”) for approval, unless extraordinary circumstances warrant Board consideration. The District’s approval of an application constitutes approval from the District only. The requestor is responsible for obtaining any other necessary approvals, permits and authorizations for the project, including but not limited to approvals from an HOA, county, municipality, or any other entity having an interest in the project or property utilized.
Denial. The District reserves the right to deny any request that, in its sole discretion, poses an undue risk of damage to District property or improvements; unduly limits the District’s rights to use the easement for its stated purpose; poses an undue risk to the health, safety, or welfare of District residents, guests, staff, and invitees; and/or is otherwise incompatible with the nature of the easement in question. If a request is denied, the requestor may appeal the denial at the next meeting of the Board that is at least ten (10) days from the notice of denial. The Board’s decision upon appeal shall be final.
Encroachment Without Approval. If improvements are constructed or installed within a District easement without approval, the District reserves the right to take all available legal action against the person or entity engaging in such unauthorized use.
Severability. The invalidity or unenforceability of any one or more provisions of these policies shall not affect the validity or enforceability of the remaining provisions, or any part of the policies not held to be invalid or unenforceable.
Sovereign Immunity. Nothing herein shall constitute or be construed as a waiver of the District’s sovereign immunity or limitations on liability contained in Section 768.28, Florida Statutes, or other statutes or law.
EXHIBIT A

Section IX

Item will be provided under separate cover.

Section X

Section A
CONSTRUCTION FUNDING AGREEMENT BETWEEN WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND GLK REAL ESTATE, LLC
(BRENTWOOD PHASE 2 AND 3)

THIS AGREEMENT ("Agreement") is made and entered into and effective as of 17th
of January 2024, by and between:

WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Polk County, Florida, with a mailing address of219 East Livingston Street, Orlando, Florida 32801 ("District"), and

GLKREAL ESTATE, LLC, a Florida limited liability company, an owner of certain lands within the District, with a mailing address of 346 E. Central Avenue, Winter Haven, Florida 33880, and its successors and assigns ("Developer")

RECITALS

day

WHEREAS, the District was established by an ordinance, as amended from time to time, adopted by the Board of County Commissioners of Polk County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the Developer is the owner and/or developer of certain undeveloped lands located within the boundaries of the District identified in the Engineer's Report (as defined below, the undeveloped lands described therein being the "Development") upon which the District's improvements have been or will be made; 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, the District is anticipated to be without sufficient funds available to provide for the construction of anticipated master improvements and facilities for the area known as Brentwood Phases 2 and 3 within the Development, which are described in the Second Amended and Restated Engineer's Report, dated November 7, 2023, attached hereto as Exhibit A (the "Engineer's Report") including construction and any design, engineering, legal, or other construction, professional, or administrative costs (collectively, the "Improvements"); and

WHEREAS, in order to induce the District to proceed at this time with the construction of the necessary or desired improvements, the Developer desires to provide the funds necessary to enable the District to proceed with such improvements if and when the District exhausts the funds on deposit in the construction account; and
WHEREAS, the District anticipates accessing the public bond market in the future to obtain financing for the construction of the Improvements as described in Exhibit A, and the parties agree that, in the event that bonds are issued, the funds provided under this Agreement will be reimbursable from those bonds.

Now, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

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

FUNDING. Developer agrees to make available to the District such monies as are necessary to enable the District to proceed with the design, engineering, and construction of the infrastructure improvements. Developer will make such funds available on a monthly basis, within fifteen (15) days of a written request by the District. The funds shall be placed in the District's construction account with such depository as determined by the District.

REPAYMENT. The parties agree that the funds provided by Developer pursuant to this Agreement will be properly reimbursable from proceeds of the District's issuance of tax­ exempt bonds. Within forty-five (45) days of receipt from time to time of sufficient funds by the District for the financing of some or all of the Improvements, the District shall reimburse Developer until full reimbursement is made or until all funds generated by the anticipated financing are exhausted, exclusive of interest, for the funds advanced under Section 2 above; provided, however, that in the event bond counsel engaged in connection with the District's issuance of bonds providing such financing determines that any such monies advanced or expenses incurred are not properly reimbursable for any reason, including, but not limited to federal tax restrictions imposed on tax-exempt financing, the District shall not be obligated to reimburse such monies advanced or expenses incurred. If the District does not or cannot issue bonds to provide the funds for the Improvements within five (5) years of the date of this Agreement, and, thus does not reimburse the Developer for the funds advanced, then the parties agree that such funds shall be deemed paid in lieu of taxes, fees, or assessments which might be levied or imposed by the District.

DEFAULT. A default by either party to 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, injunctive relief and/or specific performance, but shall exclude, in any event, consequential, incidental, special or punitive damages.

ENFORCEMENT OF AGREEMENT. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AGREEMENT. This Agreement shall constitute the final and complete expression of the agreement between the parties relating to the specific 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 both of the parties hereto.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all of the requirements of law, and each party has full power and authority to comply with the terms and provisions of this Agreement.

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

If to District:

With a copy to:

If to Developer:

With a copy to:
Westside Haines City Community Development District 219 East Livingston Street
Orlando, Florida 32801 Attn: District Manager
Kilinski I Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: District Counsel

GLK Real Estate, LLC 346 E. Central Avenue
Winter Haven, Florida 33880 Attn: Lauren 0. Schwenk

Straughn & Turner PA
255 Magnolia Avenue, S.W. Winter Haven, Florida 33880 Attn: Richard E. Straughn

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. 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 parties may deliver Notice on behalf of the party he/she represents. 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.
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.

ASSIGNMENT. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

CONTROLLING LA w. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida.

EFFECTIVE DATE. The Agreement shall be effective after execution by all parties hereto and shall remain in effect unless terminated by any of the parties hereto.

PUBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District or to District staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law and the District's Record Retention Schedule.

COUNTERPARTS. This Agreement may be executed in one or more counterparts which, when taken together, shall constitute one and the same instrument.

[Signatures on next page]
IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

ATTEST:	WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

Warren K. (Rennie) Heath II Chairperson, Board of Supervisors

WITNESS:	GLK REAL ESTATE, LLC

PrintName:	g;;,1,

Exhibit A: Second Amended and Restated Engineer's Report, dated November 7, 2023
EXHIBIT A

Westside Haines City Community Development District
Second Amended and Restated Engineer's Report
November 7, 2023

SUBMITTED BY:
Dewberry Engineers Inc. 800 North Magnolia Avenue Suite 1000
Orlando, Florida 32803
407-843-5120
TABLE OF CONTENTS

Introduction	2
Purpose and Scope	4
The Development	4
Capital Improvements	4
Stormwater Management Facilities	5
Public Roadways	5
Water and Wastewater Facilities	6
Off-Site Improvements	6
Amenities and Parks	6
Electric Utilities and Lighting	6
Entry Features	6
Miscellaneous	7
Permitting	7
Recommendation	8
Report Modification	8
Summary and Conclusion	8
Engineer’s Certification	8
List of Exhibits
Aerial Location Map	Exhibit 1
Legal Description	Exhibit 2
District Boundary Map	Exhibit 3
Land Use Map	Exhibit 4
Zoning Map	Exhibit 5
Utility Location Map and Drainage Flow Pattern Map	Exhibit 6
Summary of Opinion of Probable Cost	Exhibit 7
Summary of District Facilities	Exhibit 8
Overall Site Plan	Exhibit 9

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Westside Haines City Community Development District
INTRODUCTION
The Westside Haines City Community Development District (the ''District" or “CDD”) is located on the west side of US Highway 27 (SR 25) from the Minute Maid Ramp Road, south crossing Holly Hill Grove Road 1, 2, and 3 to the southern boundary of Massee Road. The District also crosses Holly Hill Tank Road to the west of FDC Grove Road. The District is located with the city limits of Haines City, Florida (“City”) and the unincorporated area of Polk County (“County”). In March 2o21, the District contained approximately 613.43 acres and included 2,752 residential lots of various sizes for single-family lots and townhome lots with recreation/amenity areas, parks, and associated infrastructure for the various villages. The District has amended the plan to remove 12.62 acres from the Brentwood townhomes conceptual site plan. The District currently contains approximately 595.10 acres and is expected to consist of 2,513 residential lots of various sizes for single-family and townhomes with recreation/amenity areas, parks, and associated infrastructure.

The CDD was established under County Ordinance No. 21-017, which was approved by the Polk County Commission and the City of Haines City and became effective on March 18, 2021. The boundaries of the District were amended by Ordinance No. 22-071, adopted by the Board of County Commissioners of Polk County, Florida, and effective on November 7, 2022, and by Ordinance No. 23-065, adopted by the Board of County Commissioners of Polk County, Florida, and effective on October 3, 2023. The District will own and operate the public roadways, utilities systems, and stormwater management facilities, as well as the landscape, irrigation, signage, and recreational facilities within the development.

The Master Developer (“Developer”) GLK Real Estate LLC is based in Winter Haven, Florida. The Development is approved as a Planned Development (PD) for Residential Units and is divided into three (3) villages: Brentwood, Cascades, and Wynnstone. A land use summary is presented in Table 1.

Public improvements and facilities financed, acquired, and/or constructed by the District will be designed and constructed to conform to regulatory criteria from the city, county, Southwest Florida Water Management District (SWFWMD), and other applicable agencies with regulatory jurisdiction over the development, an overall estimate of the probable cost of the public improvements are provided in Exhibit 7 of this report.

The Capital Improvement Plan (“CIP” or this “Engineer’s Report”) reflects the present intentions of the District and the landowners. It should be noted that the location of proposed facilities and improvements may be adjusted during the final design, permitting, and implementation phases. It should also be noted that any modifications will not diminish the benefits to the property within the District. The District reserves the right to make reasonable adjustments to the development plan to meet applicable regulatory requirements of agencies with jurisdiction over the development while maintaining a comparable level of benefits to the lands served by the improvements. Changes and modifications are expected as changes in regulatory criteria are implemented.

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
TABLE 1	AREA (AC)	
Master Stormwater System	49.14	
Residential Land (Single-Family and Townhomes Lots)	228.29	
Roadways Infrastructure & Public Facilities	95.29	
Lakes	5.09	
Amenity Center	2.09	
Open Space/Conservation Areas/Parks	220.91	
TOTAL	595.10	

PHASE	NO. UNITS	
Cascades 1	597	
Cascades 2	74	
Cascades 3	344	
Brentwood 1	226	
Brentwood 2	124	
Brentwood 3	122	
Brentwood 4/5	290	
Wynnstone 1 & 2	736	
Amenity/Recreational Parcel		
Infrastructure Roadways		
Ponds/Lake/Stormwater Conservation/Open space		
TOTAL – Westside Haines City CDD	2,513	

PHASE	LOT TYPE	UNITS	
Cascades 1	40-ft Lots	404	
	50-ft Lots	193	
Cascades 2	40-ft Lots	30	
	50-ft Lots	44	
Cascades 3	40-ft Lots	219	
	50-ft Lots	125	
Brentwood 1	Townhomes	226	
Brentwood 2	Townhomes	124	
Brentwood 3	Townhomes	122	
Brentwood 4/5	Townhomes	290	
Wynnstone 1 & 2	40-ft Lots	478	
	50-ft Lots	315	
TOTAL LOTS IN THE DISTRICT		2,513	

Implementation of any proposed facilities or improvements outlined in this report requires written approval from the District's Board of Supervisors. Estimated costs outlined in this report are based on the best available information, which includes, but

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
is not limited, to previous experience with similar projects. Actual costs could be different than estimates because final engineering and specific field conditions may affect construction costs.
All roadway improvements including sidewalks in the right-of-way and storm drainage collection systems (from the curb inlets to their connection to the stormwater ponds) within the development will be maintained by the District. Water distribution and wastewater collection systems (gravity lines, force mains, and lift stations) will be dedicated to the County or the City for ownership and maintenance upon completion. The southeastern 46 lots in Cascades Phase 1 will have a private lift station maintained by the CDD and will connect to Haines City’s water and sewer service.

PURPOSE AND SCOPE
The purpose of this report is to provide engineering support for the funding of the proposed improvements within the District. This report will identify the proposed public infrastructure to be constructed or acquired by the District along with an Opinion of Probable Construction Costs. The District will finance, construct, acquire, operate, and maintain all or specific portions of the proposed public infrastructure.

The predominant portion of this report provides descriptions of the proposed public infrastructure improvements, determination of estimated probable construction costs, and the corresponding benefits associated with the implementation of the described improvements. Detailed site construction plans and specifications have not yet been completed and permitted for the improvements described herein. The engineer has considered and in specific instances has relied upon, the information and documentation prepared or supplied by others to prepare this Engineer’s Report.

THE DEVELOPMENT
The development will consist of a total of 2,702 residential units and associated infrastructure. The development is a planned residential community located West of US Highway 27 (SR 25) and consisting of 595.10 acres from the northern boundary around Minute Main Ramp Road 1 and extending south to the southern boundary located around Mossee Road. The District is located within unincorporated Polk County and the City of Haines City. The land use for the District is planned unit development. The development is zoned RL-1, RL-2, RL-3, and RM within the city limits and zoned RMX and ECX within the unincorporated area of Polk County. The development will be constructed in three (3) villages and have up to eleven (11) phases.

CAPITAL IMPROVEMENTS
The CIP consists of public infrastructure in each village and each phase of said village. The primary portions of the CIP will provide for stormwater pond construction, roadways built to an urban roadway typical section, water, and sewer facilities including three (3) lift stations and one (1) regional lift station, and off-site improvements (including turn lanes and extension of water and sewer mains to serve the development).

There will also be stormwater structures and conveyance culverts within the CIP that will outfall into the various on-site stormwater ponds. These structures and pond areas comprise the overall stormwater facilities of the CIP. Installation of the water distribution and wastewater collection system will also occur at this time as well as the 4 (four) lift stations serving the project. Below-ground installation of telecommunications and cable television will occur but will not be funded by the District. Installation of streetlights and power within the public rights-of-way or easements will be funded by the District.

As a part of the recreational component of the CIP, there are various amenity centers within the development and specifically for each of the villages of the development. There are four (4) amenity centers: one (1) in the Village of

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Cascades, one (1) in Wynnstone, and two (2) within Brentwood. The total area of the amenity and recreational parcels is 12.89 acres. There will be conservation areas as well that can serve as passive parks within the various villages and the development that are available to the public for utilization of the facilities. The amenity centers and recreational areas will have connectivity via sidewalks to the other portions of the District. The amenity centers and recreational areas will be accessed by the public roadways and sidewalks.

CAPITAL IMPROVEMENT PLAN COMPONENTS
The CIP for the District includes the following:

Stormwater Management Facilities
Stormwater Management facilities consisting of storm conveyance systems and retention/detention ponds are contained within the District boundaries. Stormwater will be discharged via roadway curb and gutter and storm inlets. Storm culverts convey the runoff into the proposed retention ponds for water quality treatment and attenuation. The proposed stormwater systems will utilize dry retention and wet retention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District’s stormwater treatment systems are regulated by the city, the county, and SWFWMD. There are various conservation areas throughout the District and will be preserved in the existing condition and these will accept stormwater discharges from our ponds as shown on Exhibit 6.

Federal Emergency Management Agency Flood Insurance Rate Map (FEMA FIRM) Panel No. 12105C0225G, effective date December 22, 2016, demonstrates that the property is located within Flood Zones X, A, and AE. Based on this information and the site topography, it appears that 100-year compensation will be done in areas where we will impact existing depressions throughout the development and the 100-year flood volumes will be compensated as it is required by the city, county, and FEMA.

During the construction of stormwater management facilities, utilities, and roadway improvements the contractor will be required to adhere to a Stormwater Pollution Prevention Plan (SWPPP) as required by the FDEP as delegated by the Environmental Protection Agency (EPA). The SWPPP will be prepared to depict the proposed recommended locations of required erosion control measures and staked turbidity barriers specifically along the downgradient side of any proposed construction activity. The site contractor will be required to provide the necessary reporting as required by the National Pollutant Discharge Elimination System (NPDES) General Permit with erosion control, its maintenance, and any rainfall events that occur during construction activity.

Public Roadways
The proposed public roadway sections include a 24-foot wide roadway consisting of asphalt and with Miami curbs or Type F curb and gutter on both sides along with a 50-foot right-of-way. The proposed roadway section will consist of stabilized subgrade, a lime rock, crushed concrete, or cement-treated base and asphalt type roadway wearing surface. The proposed curb is to be 2-feet wide and placed along the edge of the proposed roadway section for purposes of protecting the integrity of the pavement, and also to provide stormwater runoff conveyance to the proposed stormwater inlets.

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

Water and Wastewater Facilities

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
A potable drinking water system inclusive of water main, gate valves, fire hydrants, and appurtenances will be installed for the District. The water service provider will be Polk County Public Utilities. The water system will be designed to provide an equally distributed system that provides redundancy to the system. These facilities will be installed within the proposed public rights-of-way and will provide potable drinking water (domestic) and fire protection services to serve the entire District.

A domestic wastewater collection system inclusive of gravity sanitary sewer mains and sewer laterals will be installed. The gravity sanitary sewer mains will be a minimum of eight (8)-inch diameter PVC pipe systems. The gravity sanitary sewer lines will be placed inside of the proposed public rights-of-way, under the proposed paved roadways. Laterals will branch off from these sewer lines to serve the individual lots. Lift stations are anticipated for this CIP. Flow from the lift station shall be connected to a proposed force main that will interconnect three (3) lift stations and all discharge to a master lift station that will pump through a force main that will connect to the city water treatment facility located north of the development.

Polk County Public Utilities will provide the reclaimed water to be used for all irrigation within the CDD. The reclaimed water will be funded by the District and installed onsite within the roadways to provide for irrigation within the public right-of-way or any areas needing irrigation. Any water, sewer, or reclaim water pipes or facilities placed on private property will not be publicly funded.

Off-Site Improvements
The District will provide funding for the anticipated turn lanes at the development entrances. The site construction activities associated with the CIP are anticipated to be completed by villages and phases based on the estimated schedule for each village and phase. The schedule is shown on Exhibit 7. Upon completion of each phase within each village, the improvements will be through the required inspections as well as final certifications of completions will be obtained from SWFWMD, Polk County Health Department (water distribution system), FDEP (wastewater collection), and the city/county.

Amenities and Parks
The District will provide funding for an amenity center to include the following: parking areas, pavilion with public restroom facilities, pool, all-purpose playfields, and walking trails between the phases and villages to provide connectivity to the various amenity centers within the CDD. In addition, there will be public passive parks throughout the development, which will include benches and walking trails.

Electric Utilities and Lighting
The electric distribution system thru the District is currently planned to be underground, The District presently intends to fund and construct the electric conduit, fund and construct the cost for the under-grounding of the electrical system, transformer/cabinet pads, and electric manholes required by Duke Energy (Duke). Electric facilities will be owned and maintained by Duke after the dedication, with Duke providing underground electrical service to the Development. The CDD presently intends to fund the cost to purchase and install the street lighting along the internal roadways within the CDD. These lights will be operated, and maintained by Duke after the completion, with the District funding maintenance costs.
Entry Feature
Landscaping, irrigation, entry features, and walls at the entrances and along the outside boundary of the Development will be provided by the District. The irrigation system will use reclaimed water or an irrigation well. The well and irrigation water mains to the various phases of the development will be constructed and acquired by the CDD with

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
District funds and operated and maintained by the CDD. Landscaping for the roadways will consist of sod, annual flowers, shrubs, ground cover, and trees for the internal roadways within the CDD. Perimeter fencing will be provided at the site entrances and perimeters. These items will be funded, owned, and maintained by the CDD. It is noted that the City requires the walls as a buffer the development and thus will be funded together with the landscaping.

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

Permitting
Construction permits for all phases are required and include the SWFWMD ERP, Polk County Health Department, FDEP, and City construction plan approval.

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

Brentwood Phase 1 and Cascades Phases 1 & 2				
Permits/Approvals	Approval/Expected Date			
	Cascades Phase 1	Cascades Phase 2	Brentwood Townhomes
Phase 1	
Zoning Approval	Haines City RPUD
4/1/21	Haines City RPUD –
Received	Haines City RPUD –
Received	
Preliminary Plat	Haines City - 4/1/21	Haines City Preliminary Plat
– Received	Haines City Preliminary Plat
– Received	
SWFWMD ERP	Issued 04/15/2021	Issued 9/3/21	Issued 6/9/2021	
Construction Permits	Issued 5/18/2021	Issued 9/22/21	Received	
Polk County Health Department Water	Issued 6/7/2021	Issued 9/28/2021	Issued 9/28/2021	
FDEP Sanitary Sewer General Permit	Issued 5/25/2021	Issued 9/27/2021	Issued 9/29/2021	
FDEP NOI	10/26/21	Received	Received	

2

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Brentwood Phases 2 & 3 and Cascade Phase 3				
Permits/Approvals	Approval/Expected Date			
	Brentwood Phase 2	Brentwood Phase 3	Cascade Phase 3	
Zoning Approval	Received	Received	Received	
Preliminary Plat	Received	Received	Received	
SWFWMD ERP	Issued 4/5/2022	Issued 4/5/2022	Issued 4/5/2022	
Construction Permits	Issued 8/12/2022	Issued 8/12/2022	Issued 8/12/2022	
Polk County Utilities Permits	Received	Received	Received	
Polk County Health Department General Water
Distribution Permit	Issued 7/21/2022	Issued 7/21/2022	Issued 7/21/2022	
FDEP Sanitary Sewer General Permit	Received ±	Received	Received	
FDEP NOI – NPDES	Received	Received	Received	

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

Items utilized in the Opinion of Probable Costs for this report are based upon the proposed plan infrastructure as shown on construction drawings incorporating specifications in the most current SWFWMD, Polk County, and the City regulations.
REPORT MODIFICATION
During the development and implementation of the designed public infrastructure improvements, it may be necessary to make modifications and/or deviations to the plans. However, if such deviations and/or revisions do not change the overall primary objective of the plan for such improvements, then the cost differences would not materially affect the proposed construction cost estimates.
SUMMARY AND CONCLUSION
The improvements as outlined are necessary for the functional development of the Project. The Project is being designed in accordance with current government regulatory requirements. The Project will serve its intended function provided the construction is in substantial compliance with the design. Items of construction for the Project are based upon current development plans.

ENGINEER’S CERTIFICATION
It is our professional opinion that the public infrastructure costs for the CIP provided in this report are reasonable to complete the construction of the public infrastructure improvements. Furthermore, the public infrastructure improvements will benefit and add value to lands within the District and the value is at least the same as the costs for said improvements. This noted that all financed property improvements will be located on district owned lands that is or will be at the time of conveyance to the district or subject to a permanent easement in favor of the district or another public

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
governmental entity.

The Opinion of Probable Costs for the public infrastructure improvements is only an estimate and is not a guaranteed maximum price. The estimated costs are based upon current unit prices and on our experience with ongoing and similar projects and basis in the county and city. However, labor market, future costs of equipment; materials, changes to the regulatory permitting agencies' activities, and the actual construction processes employed by the chosen site contractor are beyond the engineer's control. Due to this inherent opportunity for changes (upward or downward) in the construction costs, the total, final construction cost may be more or less than this estimate.

Based upon the presumption that the CIP construction continues in a timely manner, it is our opinion that the costs of the CIP proposed represent a system of improvements benefitting all developable property located within the District, are fair and reasonable, and that the District-funded improvements are assessable improvements within the meaning of Chapter 190, F.S. We have no reason to believe that the CIP improvements cannot be constructed at the cost described in this report. We expect the improvements to be constructed or acquired by the District with bond proceeds, as indicated within this report. We believe that the District will be well served by the improvements discussed in this report.

I hereby certify that the foregoing is a true and correct copy of the engineer’s report for the Westside Haines City Community Development District.

Reinardo Malavé, P.E. Florida License No. 31588

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
POLK CO.

MINUTE MAID RAMP RD. 2

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.
HOLLY HILL GROVE RD. 3

POLK CO.
HOLLY HILL GROVE RD. 2

WESTSIDE HAINES CITY CDD BOUNDARY

HAINES CITY

SAND HILL RD.

APPROX. CITY LIMITS

POLK CO.

HOLLY HILL TANK RD.

HAINES CITY

POLK CO.
HAINES CITY

MASSEE RD.

LEGEND

WESTSIDE HAINES CITY CDD PARCELS
CDD CONTRACTION

EXHIBIT 1 - LOCATION MAP WESTSIDE HAINES CITY CDD

0'	1600'

3200'
7/10/23
 EXHIBIT 2 - LEGAL DESCRIPTION	

2

3

4

5

6

7
POLK CO.

MINUTE MAID RAMP RD. 2

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.

POLK CO.
WEST HAINES CITY CDD
BOUNDARY

SAND HILL RD.

POLK CO.

HOLLY HILL TANK RD.

HAINES CITY

HAINES CITY

SECTS 19, 30 & 31, T26S, R27E

MASSEE RD.

EXHIBIT 4 - EXSITING LAND USE WESTSIDE HAINES CITY CDD
LEGEND

WESTSIDE HAINES CITY CDD
PARCELS
0'	1600'	3200'

DATE: March 17, 2021

POLK COUNTY - FUTURE LAND USE

SECTS 19, 30 & 31,

EXHIBIT 5 - FUTURE LAND USE

LEGEND

WESTSIDE HAINES CITY CDD
CDD CONTRACTION
T26S, R27E
AREA 595.10± AC.
WESTSIDE HAINES CITY CDD
0'	1600'	3200'

7/10/23
POLK CO.

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.

HAINES CITY
SAND HILL RD.

POLK CO.

NOTE:

MASSEE RD.

HAINES CITY

LEGEND

WESTSIDE HAINES CITY CDD
PARCELS
DRAINAGE AREA LIMITS DRAINAGE PATTERN
EXISTING WATER MAIN EXISTING FORCE MAIN
EXISTING RECLAIM MAIN
CONTOUR INFORMATION PER POLK COUNTY LIDAR GIS DATABASE.
SECTS 19, 30 & 31, T26S, R27E
EXHIBIT 6 - UTILITY LOCATION AND DRAINAGE MAP
WESTSIDE HAINES CITY CDD

0'	1600'

3200'

DATE: March 17, 2021
Exhibit 7 - Summary of Probable Cost											
	Brentwood Townhomes	Cascades Single Family	Wynnstone Single Family								

Infrastructure	Phase 1
 (226 Lots)

2021-2023	Phase 2
 (124 Lots)

2023-2024	Phase 3
 (122 Lots)

2023-2024	Phase 4/5
 (290 Lots)

2024-2025	Phase 1 (597 Lots)

2021-2024	Phase 2 (74 Lots)

2021-2024	Phase 3 (344 Lots)

2023-2025	Phase 1 (503 Lots)

2024-2025	Phase 2 (233 Lots)

2025-2026	Total (2,513 Lots)	
Assessment Area	1	2	2	3	1	1	2	3	4		

Offsite Improvements(1)(5)(7)(11)	

$970,000	

$200,000	

$0	

$250,000	

$4,000,000	

$500,000	

$800,000	

$2,500,000	

$1,562,500	

$10,782,500	
Stormwater Management (1)(2)(3)(5)(6)(7)	
$1,284,390	
$1,103,340	
$1,461,713	
$4,482,699	
$2,835,625	
$450,000	
$3,837,500	
$1,300,000	
$2,578,125	
$19,333,391	

Utilities (Water, Sewer, & Street Lighting) (1) (5)(7) (9)(11)	

$1,169,820	

$1,004,920	

$1,331,325	

$4,082,835	

$2,731,250	

$450,000	

$3,637,500	

$1,265,000	

$2,515,625	

$18,188,275	
Roadway (1)(4)(5)(7)	$560,790	$481,740	$638,213	$1,957,234	$1,365,625	$265,000	$2,166,125	$560,000	$1,500,000	$9,494,726	
Entry Feature (1)(7)(8)911)	
$100,000	
$0	
$200,000	
$125,000	
$750,000	
$0	
$250,000	
$250,000	
$156,250	
$1,831,250	
Parks and Amenities (1)(7)(11)	$1,000,000	$0	$0	$1,250,000	$1,750,000	$0	$750,000	$1,000,000	$312,500	$6,062,500	
Contingency(11)	$565,000	$310,000	$381,250	$1,020,000	$1,492,500	$185,000	$1,600,000	$750,000	$250,000	$6,553,750	
TOTAL	$5,650,000	$3,100,000	$4,012,500	$13,167,768	$14,925,000	$1,850,000	$13,041,125	$7,625,000	$8,875,000	$72,246,393	

Notes:
Infrastructure consists of public roadway improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and public neighborhood parks, all of which will be located on land owned by or subject to a permanent easement in favor of the District or another governmental entity.
Excludes grading of each lot in conjunction with home construction, which will be provided by home builder.
Includes Stormwater pond excavation. Does not include the cost of transportation of fill for use of private lots.
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.
Includes subdivision infrastructure and civil/site engineering.
Stormwater does not include grading associated with building pads.
Estimates are based on 2023 cost.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with Duke Energy for the streetlight poles and lighting service. Includes only the cost of undergrounding.
Estimates based on 2,513 lots.
The costs associated with the infrastructure are a master cost and is effectively shared by the entire project (All phases).
Exhibit 8
Summary of Proposed District Facilities

District Infrastructure	Construction	Ownership	Capital Financing*	Operation and Maintenance	
Entry Feature & Signage	District	District	District Bonds	District	
Stormwater Facilities	District	District	District Bonds	District	
Lift Stations/Water/Sewer	District	Polk County****	District Bonds	Polk County****	
Street Lighting/Conduit	District	Duke/District**	District Bonds	Duke/District***	
Road Construction	District	District	District Bonds	District	
Parks & Amenities	District	District	District Bonds	District	
Offsite Improvements	District	Polk County	District Bonds	Polk County	

*Costs not funded by bonds will be funded by the developer
** District will fund incremental cost of undergrounding of electrical conduit
***District will fund street lighting maintenance services with funds other than tax-exempt bonds
**** Haines City will own and maintain the water and sewer infrastructure for the 46 lots in the Southeast corner of the District.

									DESCRIPTION	
									BY	
									DATE	
									NO.	

															

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

BRENTWOOD PHASE 3

D

BRENTWOOD PHASE 2
SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY
DATE

MJB RM
 RM	 03/22/21
TITLE

BRENTWOOD

A
PROJECT NO.

50137547

2 OF 4

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

D

SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY

MJB RM
  RM	

A	CASCADES PHASE 1 - LOT SUMMARY

PROJECT NO.

50137547

3 OF 4

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

D

RL-1
SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION

125
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY
DATE TITLE

MJB RM
 RM	 03/22/21
344

A	CASCADES PHASE 3 - LOT SUMMARY
CASCADES PHASES
2 & 3
PROJECT NO.	50137547

219

219
125

125
344

344

4 OF 4

SECTION 8
CONSTRUCTION FUNDING AGREEMENT BETWEEN WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND GLK REAL ESTATE, LLC
(BRENTWOOD PHASE 4 AND 5)
THIS AGREEMENT ("Agreement") is made and entered into and effective as of 22nd day of January 2024, by and between:
WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando, Florida 32801 ("District"), and
GLK REAL ESTATE, LLC, a Florida limited liability company, an owner of certain lands within the District, with a mailing address of 346 E. Central Avenue, Winter Haven, Florida 33880, and its successors and assigns ("Developer")
RECITALS
WHEREAS, the District was established by an ordinance, as amended from time to time, adopted by the Board of County Commissioners of Polk County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and is validly existing under the Constitution and laws of the State of Florida; and
WHEREAS, the Developer is the owner and/or developer of certain undeveloped lands located within the boundaries of the District identified in the Engineer's Report (as defined below, the undeveloped lands described therein being the "Development") upon which the District's improvements have been or will be made; 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, the District is anticipated to be without sufficient funds available to provide for the construction of anticipated master improvements and facilities for the area known as Brentwood Phases 4 and 5 within the Development, which are described in the Second Amended and Restated Engineer's Report, dated November 7, 2023, attached hereto as Exhibit A (the "Engineer's Report") including construction and any design, engineering, legal, or other construction, professional, or administrative costs (collectively, the "Improvements"); and
WHEREAS, in order to induce the District to proceed at this time with the construction of the necessary or desired improvements, the Developer desires to provide the funds necessary to enable the District to proceed with such improvements if and when the District exhausts the funds on deposit in the construction account; and

1
WHEREAS, the District anticipates accessing the public bond market in the future to obtain financing for the construction of the Improvements as described in Exhibit A, and the parties agree that, in the event that bonds are issued, the funds provided under this Agreement will be reimbursable from those bonds.

Now, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

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

FUNDING. Developer agrees to make available to the District such monies as are necessary to enable the District to proceed with the design, engineering, and construction of the infrastructure improvements. Developer will make such funds available on a monthly basis, within fifteen (15) days of a written request by the District. The funds shall be placed in the District's construction account with such depository as determined by the District.

REPAYMENT. The parties agree that the funds provided by Developer pursuant to this Agreement will be properly reimbursable from proceeds of the District's issuance of tax­ exempt bonds. Within forty-five (45) days of receipt from time to time of sufficient funds by the District for the financing of some or all of the Improvements, the District shall reimburse Developer until full reimbursement is made or until all funds generated by the anticipated financing are exhausted, exclusive of interest, for the funds advanced under Section 2 above; provided, however, that in the event bond counsel engaged in connection with the District's issuance of bonds providing such financing determines that any such monies advanced or expenses incurred are not properly reimbursable for any reason, including, but not limited to federal tax restrictions imposed on tax-exempt financing, the District shall not be obligated to reimburse such monies advanced or expenses incurred. If the District does not or cannot issue bonds to provide the funds for the Improvements within five (5) years of the date of this Agreement, and, thus does not reimburse the Developer for the funds advanced, then the parties agree that such funds shall be deemed paid in lieu of taxes, fees, or assessments which might be levied or imposed by the District.

DEFAULT. A default by either party to 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, injunctive relief and/or specific performance, but shall exclude, in any event, consequential, incidental, special or punitive damages.

ENFORCEMENT OF AGREEMENT. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AGREEMENT. This Agreement shall constitute the final and complete expression of the agreement between the parties relating to the specific 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 both of the parties hereto.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all of the requirements of law, and each party has full power and authority to comply with the terms and provisions of this Agreement.

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

If to District:

With a copy to:

If to Developer:

With a copy to:
Westside Haines City Community Development District 219 East Livingston Street
Orlando, Florida 32801 Attn: District Manager
Kilinski I Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: District Counsel

GLK Real Estate, LLC 346 E. Central Avenue
Winter Haven, Florida 33880 Attn: Lauren 0. Schwenk

Straughn & Turner PA
255 Magnolia Avenue, S.W. Winter Haven, Florida 33880 Attn: Richard E. Straughn

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. 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 parties may deliver Notice on behalf of the party he/she represents. 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.
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.

ASSIGNMENT. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

CONTROLLING LA w. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida.

EFFECTIVE DATE. The Agreement shall be effective after execution by all parties hereto and shall remain in effect unless terminated by any of the parties hereto.

PUBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District or to District staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law and the District's Record Retention Schedule.

COUNTERPARTS. This Agreement may be executed in one or more counterparts which, when taken together, shall constitute one and the same instrument.

[Signatures on next page]
IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

ATTEST:	WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

         Warren K. (Rennie) Heath II Chairperson, Board of Supervisors

WITNESS:	GLK REAL ESTATE, LLC

 aurenO.Schwenk
Its: Manager

Exhibit A: Second Amended and Restated Engineer's Report, dated November 7, 2023
EXHIBIT A

Westside Haines City Community Development District
Second Amended and Restated Engineer's Report
November 7, 2023

SUBMITTED BY:
Dewberry Engineers Inc. 800 North Magnolia Avenue Suite 1000
Orlando, Florida 32803
407-843-5120
TABLE OF CONTENTS

Introduction	2
Purpose and Scope	4
The Development	4
Capital Improvements	4
Stormwater Management Facilities	5
Public Roadways	5
Water and Wastewater Facilities	6
Off-Site Improvements	6
Amenities and Parks	6
Electric Utilities and Lighting	6
Entry Features	6
Miscellaneous	7
Permitting	7
Recommendation	8
Report Modification	8
Summary and Conclusion	8
Engineer’s Certification	8
List of Exhibits
Aerial Location Map	Exhibit 1
Legal Description	Exhibit 2
District Boundary Map	Exhibit 3
Land Use Map	Exhibit 4
Zoning Map	Exhibit 5
Utility Location Map and Drainage Flow Pattern Map	Exhibit 6
Summary of Opinion of Probable Cost	Exhibit 7
Summary of District Facilities	Exhibit 8
Overall Site Plan	Exhibit 9

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Westside Haines City Community Development District
INTRODUCTION
The Westside Haines City Community Development District (the ''District" or “CDD”) is located on the west side of US Highway 27 (SR 25) from the Minute Maid Ramp Road, south crossing Holly Hill Grove Road 1, 2, and 3 to the southern boundary of Massee Road. The District also crosses Holly Hill Tank Road to the west of FDC Grove Road. The District is located with the city limits of Haines City, Florida (“City”) and the unincorporated area of Polk County (“County”). In March 2o21, the District contained approximately 613.43 acres and included 2,752 residential lots of various sizes for single-family lots and townhome lots with recreation/amenity areas, parks, and associated infrastructure for the various villages. The District currently contains approximately 595.10 acres and is expected to consist of 2,513 residential lots of various sizes for single-family and townhomes with recreation/amenity areas, parks, and associated infrastructure.

The CDD was established under County Ordinance No. 21-017, which was approved by the Polk County Commission and the City of Haines City and became effective on March 18, 2021. The boundaries of the District were amended by Ordinance No. 22-071, adopted by the Board of County Commissioners of Polk County, Florida, and effective on November 2, 2022, and by Ordinance No. 23-065, adopted by the Board of County Commissioners of Polk County, Florida, and effective on October 3, 2023. The District will own and operate the public roadways, utilities systems, and stormwater management facilities, as well as the landscape, irrigation, signage, and recreational facilities within the development.

The Master Developer (“Developer”) GLK Real Estate LLC is based in Winter Haven, Florida. The Development is approved as a Planned Development (PD) for Residential Units and is divided into three (3) villages: Brentwood, Cascades, and Wynnstone. A land use summary is presented in Table 1.

Public improvements and facilities financed, acquired, and/or constructed by the District will be designed and constructed to conform to regulatory criteria from the city, county, Southwest Florida Water Management District (SWFWMD), and other applicable agencies with regulatory jurisdiction over the development, an overall estimate of the probable cost of the public improvements are provided in Exhibit 7 of this report.

The Capital Improvement Plan (“CIP” or this “Engineer’s Report”) reflects the present intentions of the District and the landowners. It should be noted that the location of proposed facilities and improvements may be adjusted during the final design, permitting, and implementation phases. It should also be noted that any modifications will not diminish the benefits to the property within the District. The District reserves the right to make reasonable adjustments to the development plan to meet applicable regulatory requirements of agencies with jurisdiction over the development while maintaining a comparable level of benefits to the lands served by the improvements. Changes and modifications are expected as changes in regulatory criteria are implemented.

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

TABLE 1	AREA (AC)	
Master Stormwater System	49.14	
Residential Land (Single-Family and Townhomes Lots)	228.29	
Roadways Infrastructure & Public Facilities	95.29	
Lakes	5.09	
Amenity Center	2.09	
Open Space/Conservation Areas/Parks	220.91	
TOTAL	595.10	

PHASE	NO. UNITS	
Cascades 1	597	
Cascades 2	74	
Cascades 3	344	
Brentwood 1	226	
Brentwood 2	124	
Brentwood 3	122	
Brentwood 4/5	290	
Wynnstone 1 & 2	736	
Amenity/Recreational Parcel		
Infrastructure Roadways		
Ponds/Lake/Stormwater Conservation/Open space		
TOTAL – Westside Haines City CDD	2,513	

PHASE	LOT TYPE	UNITS	
Cascades 1	40-ft Lots	404	
	50-ft Lots	193	
Cascades 2	40-ft Lots	30	
	50-ft Lots	44	
Cascades 3	40-ft Lots	219	
	50-ft Lots	125	
Brentwood 1	Townhomes	226	
Brentwood 2	Townhomes	124	
Brentwood 3	Townhomes	122	
Brentwood 4/5	Townhomes	290	
Wynnstone 1 & 2	40-ft Lots	478	
	50-ft Lots	315	
TOTAL LOTS IN THE DISTRICT		2,513	

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Implementation of any proposed facilities or improvements outlined in this report requires written approval from the District's Board of Supervisors. Estimated costs outlined in this report are based on the best available information, which includes, but is not limited, to previous experience with similar projects. Actual costs could be different than estimates because final engineering and specific field conditions may affect construction costs.
All roadway improvements including sidewalks in the right-of-way and storm drainage collection systems (from the curb inlets to their connection to the stormwater ponds) within the development will be maintained by the District. Water distribution and wastewater collection systems (gravity lines, force mains, and lift stations) will be dedicated to the County or the City for ownership and maintenance upon completion. The southeastern 46 lots in Cascades Phase 1 will have a private lift station maintained by the CDD and will connect to Haines City’s water and sewer service.

PURPOSE AND SCOPE
The purpose of this report is to provide engineering support for the funding of the proposed improvements within the District. This report will identify the proposed public infrastructure to be constructed or acquired by the District along with an Opinion of Probable Construction Costs. The District will finance, construct, acquire, operate, and maintain all or specific portions of the proposed public infrastructure.

The predominant portion of this report provides descriptions of the proposed public infrastructure improvements, determination of estimated probable construction costs, and the corresponding benefits associated with the implementation of the described improvements. Detailed site construction plans and specifications have not yet been completed and permitted for the improvements described herein. The engineer has considered and in specific instances has relied upon, the information and documentation prepared or supplied by others to prepare this Engineer’s Report.

THE DEVELOPMENT
The development will consist of a total of 2,513 residential units and associated infrastructure. The development is a planned residential community located West of US Highway 27 (SR 25) and consisting of 595.10 acres from the northern boundary around Minute Main Ramp Road 1 and extending south to the southern boundary located around Massee Road. The District is located within unincorporated Polk County and the City of Haines City. The land use for the District is planned unit development. The development is zoned RL-1, RL-2, RL-3, and RM within the city limits and zoned RMX and ECX within the unincorporated area of Polk County. The development will be constructed in three (3) villages and have up to eleven (11) phases.

CAPITAL IMPROVEMENTS
The CIP consists of public infrastructure in each village and each phase of said village. The primary portions of the CIP will provide for stormwater pond construction, roadways built to an urban roadway typical section, water, and sewer facilities including three (3) lift stations and one (1) regional lift station, and off-site improvements (including turn lanes and extension of water and sewer mains to serve the development).

There will also be stormwater structures and conveyance culverts within the CIP that will outfall into the various on-site stormwater ponds. These structures and pond areas comprise the overall stormwater facilities of the CIP. Installation of the water distribution and wastewater collection system will also occur at this time as well as the 4 (four) lift stations serving the project. Below-ground installation of telecommunications and cable television will occur but will not be funded by the District.

As a part of the recreational component of the CIP, there are various amenity centers within the development and

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
specifically for each of the villages of the development. There are four (4) amenity centers: one (1) in the Village of Cascades, one (1) in Wynnstone, and two (2) within Brentwood. The total area of the amenity and recreational parcels is 12.89 acres. There will be conservation areas as well that can serve as passive parks within the various villages and the development that are available to the public for utilization of the facilities. The amenity centers and recreational areas will have connectivity via sidewalks to the other portions of the District. The amenity centers and recreational areas will be accessed by the public roadways and sidewalks.

CAPITAL IMPROVEMENT PLAN COMPONENTS
The CIP for the District includes the following:

Stormwater Management Facilities
Stormwater Management facilities consisting of storm conveyance systems and retention/detention ponds are contained within the District boundaries. Stormwater will be discharged via roadway curb and gutter and storm inlets. Storm culverts convey the runoff into the proposed retention ponds for water quality treatment and attenuation. The proposed stormwater systems will utilize dry retention and wet retention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District’s stormwater treatment systems are regulated by the city, the county, and SWFWMD. There are various conservation areas throughout the District and will be preserved in the existing condition and these will accept stormwater discharges from our ponds as shown on Exhibit 6.

Federal Emergency Management Agency Flood Insurance Rate Map (FEMA FIRM) Panel No. 12105C0225G, effective date December 22, 2016, demonstrates that the property is located within Flood Zones X, A, and AE. Based on this information and the site topography, it appears that 100-year compensation will be done in areas where we will impact existing depressions throughout the development and the 100-year flood volumes will be compensated as it is required by the city, county, and FEMA.

During the construction of stormwater management facilities, utilities, and roadway improvements the contractor will be required to adhere to a Stormwater Pollution Prevention Plan (SWPPP) as required by the FDEP as delegated by the Environmental Protection Agency (EPA). The SWPPP will be prepared to depict the proposed recommended locations of required erosion control measures and staked turbidity barriers specifically along the downgradient side of any proposed construction activity. The site contractor will be required to provide the necessary reporting as required by the National Pollutant Discharge Elimination System (NPDES) General Permit with erosion control, its maintenance, and any rainfall events that occur during construction activity.

Public Roadways
The proposed public roadway sections include a 24-foot wide roadway consisting of asphalt and with Miami curbs or Type F curb and gutter on both sides along with a 50-foot right-of-way. The proposed roadway section will consist of stabilized subgrade, a lime rock, crushed concrete, or cement-treated base and asphalt type roadway wearing surface. The proposed curb is to be 2-feet wide and placed along the edge of the proposed roadway section for purposes of protecting the integrity of the pavement, and also to provide stormwater runoff conveyance to the proposed stormwater inlets.

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

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Water and Wastewater Facilities
A potable drinking water system inclusive of water main, gate valves, fire hydrants, and appurtenances will be installed for the District. The water service provider will be Polk County Public Utilities. The water system will be designed to provide an equally distributed system that provides redundancy to the system. These facilities will be installed within the proposed public rights-of-way and will provide potable drinking water (domestic) and fire protection services to serve the entire District.

A domestic wastewater collection system inclusive of gravity sanitary sewer mains and sewer laterals will be installed. The gravity sanitary sewer mains will be a minimum of eight (8)-inch diameter PVC pipe systems. The gravity sanitary sewer lines will be placed inside of the proposed public rights-of-way, under the proposed paved roadways. Laterals will branch off from these sewer lines to serve the individual lots. Lift stations are anticipated for this CIP. Flow from the lift station shall be connected to a proposed force main that will interconnect three (3) lift stations and all discharge to a master lift station that will pump through a force main that will connect to the city water treatment facility located north of the development.

Polk County Public Utilities will provide the reclaimed water to be used for all irrigation within the CDD. The reclaimed water will be funded by the District and installed onsite within the roadways to provide for irrigation within the public right-of-way or any areas needing irrigation. Any water, sewer, or reclaim water pipes or facilities placed on private property will not be publicly funded.

Off-Site Improvements
The District will provide funding for the anticipated turn lanes at the development entrances. The site construction activities associated with the CIP are anticipated to be completed by villages and phases based on the estimated schedule for each village and phase. The schedule is shown on Exhibit 7. Upon completion of each phase within each village, the improvements will be through the required inspections as well as final certifications of completions will be obtained from SWFWMD, Polk County Health Department (water distribution system), FDEP (wastewater collection), and the city/county.

Amenities and Parks
The District will provide funding for an amenity center to include the following: parking areas, pavilion with public restroom facilities, pool, all-purpose playfields, and walking trails between the phases and villages to provide connectivity to the various amenity centers within the CDD. In addition, there will be public passive parks throughout the development, which will include benches and walking trails. All amenities and parks will be open and accessible to residents and the public.

Electric Utilities and Lighting
The electric distribution system thru the District is currently planned to be underground, The District presently intends to fund the incremental cost for the under-grounding of the electrical system, transformer/cabinet pads, and electric manholes required by Duke Energy (Duke). Electric facilities will be owned and maintained by Duke after the dedication, with Duke providing underground electrical service to the Development. The CDD will not fund the cost to purchase and install the street lighting along the internal roadways within the CDD. These lights will be operated, and maintained by Duke after the completion, with the District funding maintenance costs with funds other than tax-exempt bonds.

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Entry Feature
Landscaping, irrigation, entry features, and walls at the entrances and along the outside boundary of the Development will be provided by the District. The irrigation system will use reclaimed water or an irrigation well. The well and irrigation water mains to the various phases of the development will be constructed and acquired by the CDD with District funds and operated and maintained by the CDD. Landscaping for the roadways will consist of sod, perennial flowers, shrubs, ground cover, and trees for the internal roadways within the CDD. Perimeter fencing will be provided at the site entrances and perimeters. These items will be funded, owned, and maintained by the CDD. It is noted that the City requires the walls as a buffer the development and thus will be funded together with the landscaping. There are no hard gates in the District and the District is accessible to the public.

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

Permitting
Construction permits for all phases are required and include the SWFWMD ERP, Polk County Health Department, FDEP, and City construction plan approval.

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

Brentwood Phase 1 and Cascades Phases 1 & 2				
Permits/Approvals	Approval/Expected Date			
	Cascades Phase 1	Cascades Phase 2	Brentwood Townhomes
Phase 1	
Zoning Approval	Haines City RPUD
4/1/21	Haines City RPUD –
Received	Haines City RPUD –
Received	
Preliminary Plat	Haines City - 4/1/21	Haines City Preliminary Plat
– Received	Haines City Preliminary Plat
– Received	
SWFWMD ERP	Issued 04/15/2021	Issued 9/3/21	Issued 6/9/2021	
Construction Permits	Issued 5/18/2021	Issued 9/22/21	Received	
Polk County Health Department Water	Issued 6/7/2021	Issued 9/28/2021	Issued 9/28/2021	
FDEP Sanitary Sewer General Permit	Issued 5/25/2021	Issued 9/27/2021	Issued 9/29/2021	
FDEP NOI	10/26/21	Received	Received	

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Brentwood Phases 2 & 3 and Cascade Phase 3				
Permits/Approvals	Approval/Expected Date			
	Brentwood Phase 2	Brentwood Phase 3	Cascade Phase 3	
Zoning Approval	Received	Received	Received	
Preliminary Plat	Received	Received	Received	
SWFWMD ERP	Issued 4/5/2022	Issued 4/5/2022	Issued 4/5/2022	
Construction Permits	Issued 8/12/2022	Issued 8/12/2022	Issued 8/12/2022	
Polk County Utilities Permits	Received	Received	Received	
Polk County Health Department General Water
Distribution Permit	Issued 7/21/2022	Issued 7/21/2022	Issued 7/21/2022	
FDEP Sanitary Sewer General Permit	Received ±	Received	Received	
FDEP NOI – NPDES	Received	Received	Received	

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

Items utilized in the Opinion of Probable Costs for this report are based upon the proposed plan infrastructure as shown on construction drawings incorporating specifications in the most current SWFWMD, Polk County, and the City regulations.
REPORT MODIFICATION
During the development and implementation of the designed public infrastructure improvements, it may be necessary to make modifications and/or deviations to the plans. However, if such deviations and/or revisions do not change the overall primary objective of the plan for such improvements, then the cost differences would not materially affect the proposed construction cost estimates.
SUMMARY AND CONCLUSION
The improvements as outlined are necessary for the functional development of the Project. The Project is being designed in accordance with current government regulatory requirements. The Project will serve its intended function provided the construction is in substantial compliance with the design. Items of construction for the Project are based upon current development plans.

ENGINEER’S CERTIFICATION
It is our professional opinion that the public infrastructure costs for the CIP provided in this report are reasonable to complete the construction of the public infrastructure improvements. Furthermore, the public infrastructure improvements will benefit and add value to lands within the District and the value is at least the same as the costs for said improvements. It is noted that all financed property improvements will be located on district owned lands that is or will

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
be at the time of conveyance to the district or subject to a permanent easement in favor of the district or another public governmental entity.

The Opinion of Probable Costs for the public infrastructure improvements is only an estimate and is not a guaranteed maximum price. The estimated costs are based upon current unit prices and on our experience with ongoing and similar projects and basis in the county and city. However, labor market, future costs of equipment; materials, changes to the regulatory permitting agencies' activities, and the actual construction processes employed by the chosen site contractor are beyond the engineer's control. Due to this inherent opportunity for changes (upward or downward) in the construction costs, the total, final construction cost may be more or less than this estimate.

Based upon the presumption that the CIP construction continues in a timely manner, it is our opinion that the costs of the CIP proposed represent a system of improvements benefitting all developable property located within the District, are fair and reasonable, and that the District-funded improvements are assessable improvements within the meaning of Chapter 190, F.S. We have no reason to believe that the CIP improvements cannot be constructed at the cost described in this report. We expect the improvements to be constructed or acquired by the District with bond proceeds, as indicated within this report. We believe that the District will be well served by the improvements discussed in this report.

I hereby certify that the foregoing is a true and correct copy of the engineer’s report for the Westside Haines City Community Development District.

Reinardo Malavé, P.E. Florida License No. 31588

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
POLK CO.

MINUTE MAID RAMP RD. 2

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.
HOLLY HILL GROVE RD. 3

POLK CO.
HOLLY HILL GROVE RD. 2

WESTSIDE HAINES CITY CDD BOUNDARY

HAINES CITY

SAND HILL RD.

APPROX. CITY LIMITS

POLK CO.

HOLLY HILL TANK RD.

HAINES CITY

POLK CO.
HAINES CITY

MASSEE RD.

LEGEND

WESTSIDE HAINES CITY CDD PARCELS
CDD CONTRACTION

EXHIBIT 1 - LOCATION MAP WESTSIDE HAINES CITY CDD

0'	1600'

3200'
7/10/23
 EXHIBIT 2 - LEGAL DESCRIPTION	

2

3

4

5

6

7

POLK CO.

MINUTE MAID RAMP RD. 2

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.

POLK CO.
WEST HAINES CITY CDD
BOUNDARY

SAND HILL RD.

POLK CO.

HOLLY HILL TANK RD.

HAINES CITY

HAINES CITY

SECTS 19, 30 & 31, T26S, R27E

MASSEE RD.

EXHIBIT 4 - EXSITING LAND USE WESTSIDE HAINES CITY CDD
LEGEND

WESTSIDE HAINES CITY CDD
PARCELS
0'	1600'	3200'

DATE: March 17, 2021

POLK COUNTY - FUTURE LAND USE

SECTS 19, 30 & 31,

EXHIBIT 5 - FUTURE LAND USE

LEGEND

WESTSIDE HAINES CITY CDD
CDD CONTRACTION
T26S, R27E
AREA 595.10± AC.
WESTSIDE HAINES CITY CDD
0'	1600'	3200'

7/10/23
POLK CO.

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.

HAINES CITY
SAND HILL RD.

POLK CO.

NOTE:

MASSEE RD.

HAINES CITY

LEGEND

WESTSIDE HAINES CITY CDD
PARCELS
DRAINAGE AREA LIMITS DRAINAGE PATTERN
EXISTING WATER MAIN EXISTING FORCE MAIN
EXISTING RECLAIM MAIN
CONTOUR INFORMATION PER POLK COUNTY LIDAR GIS DATABASE.
SECTS 19, 30 & 31, T26S, R27E
EXHIBIT 6 - UTILITY LOCATION AND DRAINAGE MAP
WESTSIDE HAINES CITY CDD

0'	1600'

3200'

DATE: March 17, 2021
Exhibit 7 - Summary of Probable Cost											
	Brentwood Townhomes	Cascades Single Family	Wynnstone Single Family								

Infrastructure	Phase 1
 (226 Lots)

2021-2023	Phase 2
 (124 Lots)

2023-2024	Phase 3
 (122 Lots)

2023-2024	Phase 4/5
 (290 Lots)

2024-2025	Phase 1 (597 Lots)

2021-2024	Phase 2 (74 Lots)

2021-2024	Phase 3 (344 Lots)

2023-2025	Phase 1 (503 Lots)

2024-2025	Phase 2 (233 Lots)

2025-2026	Total (2,513 Lots)	
Assessment Area	1	2	2	3	1	1	2	3	4		

Offsite Improvements(1)(5)(7)(11)	

$970,000	

$200,000	

$0	

$250,000	

$4,000,000	

$500,000	

$800,000	

$2,500,000	

$1,562,500	

$10,782,500	
Stormwater Management (1)(2)(3)(5)(6)(7)	
$1,284,390	
$1,103,340	
$1,461,713	
$4,482,699	
$2,835,625	
$450,000	
$3,837,500	
$1,300,000	
$2,578,125	
$19,333,391	

Utilities (Water, Sewer, & Street Lighting) (1) (5)(7) (9)(11)	

$1,169,820	

$1,004,920	

$1,331,325	

$4,082,835	

$2,731,250	

$450,000	

$3,637,500	

$1,265,000	

$2,515,625	

$18,188,275	
Roadway (1)(4)(5)(7)	$560,790	$481,740	$638,213	$1,957,234	$1,365,625	$265,000	$2,166,125	$560,000	$1,500,000	$9,494,726	
Entry Feature (1)(7)(8)911)	
$100,000	
$0	
$200,000	
$125,000	
$750,000	
$0	
$250,000	
$250,000	
$156,250	
$1,831,250	
Parks and Amenities (1)(7)(11)	$1,000,000	$0	$0	$1,250,000	$1,750,000	$0	$750,000	$1,000,000	$312,500	$6,062,500	
Contingency(11)	$565,000	$310,000	$381,250	$1,020,000	$1,492,500	$185,000	$1,600,000	$750,000	$250,000	$6,553,750	
TOTAL	$5,650,000	$3,100,000	$4,012,500	$13,167,768	$14,925,000	$1,850,000	$13,041,125	$7,625,000	$8,875,000	$72,246,393	

Notes:
Infrastructure consists of public roadway improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and public neighborhood parks, all of which will be located on land owned by or subject to a permanent easement in favor of the District or another governmental entity.
Excludes grading of each lot in conjunction with home construction, which will be provided by home builder.
Includes Stormwater pond excavation. Does not include the cost of transportation of fill for use of private lots.
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.
Includes subdivision infrastructure and civil/site engineering.
Stormwater does not include grading associated with building pads.
Estimates are based on 2023 cost.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with Duke Energy for the streetlight poles and lighting service. Includes only the incremental cost of undergrounding.
Estimates based on 2,513 lots.
The costs associated with the infrastructure are a master cost and is effectively shared by the entire project (All phases).
Exhibit 8
Summary of Proposed District Facilities

District Infrastructure	Construction	Ownership	Capital Financing*	Operation and Maintenance	
Entry Feature & Signage	District	District	District Bonds	District	
Stormwater Facilities	District	District	District Bonds	District	
Lift Stations/Water/Sewer	District	Polk County****	District Bonds	Polk County****	
Street Lighting/Conduit	District	Duke/District**	District Bonds	Duke/District***	
Road Construction	District	District	District Bonds	District	
Parks & Amenities	District	District	District Bonds	District	
Offsite Improvements	District	Polk County	District Bonds	Polk County	

*Costs not funded by bonds will be funded by the developer
** District will fund incremental cost of undergrounding of electrical conduit
***District will fund street lighting maintenance services with funds other than tax-exempt bonds
**** Haines City will own and maintain the water and sewer infrastructure for the 46 lots in the Southeast corner of the District.

									DESCRIPTION	
									BY	
									DATE	
									NO.	

															

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

BRENTWOOD PHASE 3

D

BRENTWOOD PHASE 2
SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY
DATE

MJB RM
 RM	 03/22/21
TITLE

BRENTWOOD

A
PROJECT NO.

50137547

2 OF 4

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

D

SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY

MJB RM
  RM	

A	CASCADES PHASE 1 - LOT SUMMARY

PROJECT NO.

50137547

3 OF 4

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

D

RL-1
SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION

125
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY
DATE TITLE

MJB RM
 RM	 03/22/21
344

A	CASCADES PHASE 3 - LOT SUMMARY
CASCADES PHASES
2 & 3
PROJECT NO.	50137547

219

219
125

125
344

344

4 OF 4

Section C
CONSTRUCTION FUNDING AGREEMENT BETWEEN WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND GLK REAL ESTATE, LLC
(WYNNSTONE PHASE 1 AND 2)

THIS AGREEMENT ("Agreement") is made and entered into and effective as of 22nd day of January 2024, by and between:

WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando, Florida 32801 ("District"), and

GLK REAL ESTATE, LLC, a Florida limited liability company, an owner of certain lands within the District, with a mailing address of 346 E. Central Avenue, Winter Haven, Florida 33880, and its successors and assigns ("Developer")

RECITALS

WHEREAS, the District was established by an ordinance, as amended from time to time, adopted by the Board of County Commissioners of Polk County, Florida, pursuant to the Unifonn Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the Developer is the owner and/or developer of certain undeveloped lands located within the boundaries of the District identified in the Engineer's Report (as defined below, the undeveloped lands described therein being the "Development") upon which the District's improvements have been or will be made; 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, the District is anticipated to be without sufficient funds available to provide for the construction of anticipated master improvements and facilities for the area known as Wynnstone Phases 1 and 2 within the Development, which are described in the Second Amended and Restated Engineer's Report, dated November 7, 2023, attached hereto as Exhibit A (the "Engineer's Report") including construction and any design, engineering, legal, or other construction, professional, or administrative costs (collectively, the "Improvements"); and

WHEREAS, in order to induce the District to proceed at this time with the construction of the necessary or desired improvements, the Developer desires to provide the funds necessary to enable the District to proceed with such improvements if and when the District exhausts the funds on deposit in the construction account; and
WHEREAS, the District anticipates accessing the public bond market in the future to obtain financing for the construction of the Improvements as described in Exhibit A, and the parties agree that, in the event that bonds are issued, the funds provided under this Agreement will be reimbursable from those bonds.

Now, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

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

FUNDING. Developer agrees to make available to the District such monies as are necessary to enable the District to proceed with the design, engineering, and construction of the infrastructure improvements. Developer will make such funds available on a monthly basis, within fifteen (15) days of a written request by the District. The funds shall be placed in the District's construction account with such depository as determined by the District.

REPAYMENT. The parties agree that the funds provided by Developer pursuant to this Agreement will be properly reimbursable from proceeds of the District's issuance of tax­ exempt bonds. Within forty-five (45) days ofreceipt from time to time of sufficient funds by the District for the financing of some or all of the Improvements, the District shall reimburse Developer until full reimbursement is made or until all funds generated by the anticipated financing are exhausted, exclusive of interest, for the funds advanced under Section 2 above; provided, however, that in the event bond counsel engaged in connection with the District's issuance of bonds providing such financing determines that any such monies advanced or expenses incurred are not properly reimbursable for any reason, including, but not limited to federal tax restrictions imposed on tax-exempt financing, the District shall not be obligated to reimburse such monies advanced or expenses incurred. If the District does not or cannot issue bonds to provide the funds for the Improvements within five (5) years of the date of this Agreement, and, thus does not reimburse the Developer for the funds advanced, then the parties agree that such funds shall be deemed paid in lieu of taxes, fees, or assessments which might be levied or imposed by the District.

DEFAULT. A default by either party to 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, injunctive relief and/or specific performance, but shall exclude, in any event, consequential, incidental, special or punitive damages.

ENFORCEMENT OF AGREEMENT. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AGREEMENT. This Agreement shall constitute the final and complete expression of the agreement between the parties relating to the specific 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 both of the parties hereto.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all of the requirements of law, and each party has full power and auth01ity to comply with the terms and provisions of this Agreement.

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

If to District:

With a copy to:

If to Developer:

With a copy to:
Westside Haines City Community Development District 219 East Livingston Street
Orlando, Florida 32801 Attn: District Manager
Kilinski I Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: District Counsel

GLK Real Estate, LLC 346 E. Central Avenue
Winter Haven, Florida 33880 Attn: Lauren 0. Schwenk

Straughn & Turner PA
255 Magnolia Avenue, S.W. Winter Haven, Florida 33880 Attn: Richard E. Straughn

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. 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 parties may deliver Notice on behalf of the party he/she represents. 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.
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.

ASSIGNMENT. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

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

EFFECTIVE DATE. The Agreement shall be effective after execution by all parties hereto and shall remain in effect unless terminated by any of the parties hereto.

PUBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District or to District staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law and the District's Record Retention Schedule.

COUNTERPARTS. This Agreement may be executed in one or more counterparts which, when taken together, shall constitute one and the same instrument.

[Signatures on next page]
IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

ATTEST:	WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

	 \.we/Chairperson, Board of Supervisors
WITNESS:	GLK REAL ESTATE, LLC

By: Lauren 0. Schwenk Its: Manager

Exhibit A: Second Amended and Restated Engineer's Report, dated November 7, 2023
EXHIBIT A

Westside Haines City Community Development District
Second Amended and Restated Engineer's Report
November 7, 2023

SUBMITTED BY:
Dewberry Engineers Inc. 800 North Magnolia Avenue Suite 1000
Orlando, Florida 32803
407-843-5120
TABLE OF CONTENTS

Introduction	2
Purpose and Scope	4
The Development	4
Capital Improvements	4
Stormwater Management Facilities	5
Public Roadways	5
Water and Wastewater Facilities	6
Off-Site Improvements	6
Amenities and Parks	6
Electric Utilities and Lighting	6
Entry Features	6
Miscellaneous	7
Permitting	7
Recommendation	8
Report Modification	8
Summary and Conclusion	8
Engineer’s Certification	8
List of Exhibits
Aerial Location Map	Exhibit 1
Legal Description	Exhibit 2
District Boundary Map	Exhibit 3
Land Use Map	Exhibit 4
Zoning Map	Exhibit 5
Utility Location Map and Drainage Flow Pattern Map	Exhibit 6
Summary of Opinion of Probable Cost	Exhibit 7
Summary of District Facilities	Exhibit 8
Overall Site Plan	Exhibit 9

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Westside Haines City Community Development District
INTRODUCTION
The Westside Haines City Community Development District (the ''District" or “CDD”) is located on the west side of US Highway 27 (SR 25) from the Minute Maid Ramp Road, south crossing Holly Hill Grove Road 1, 2, and 3 to the southern boundary of Massee Road. The District also crosses Holly Hill Tank Road to the west of FDC Grove Road. The District is located with the city limits of Haines City, Florida (“City”) and the unincorporated area of Polk County (“County”). In March 2o21, the District contained approximately 613.43 acres and included 2,752 residential lots of various sizes for single-family lots and townhome lots with recreation/amenity areas, parks, and associated infrastructure for the various villages. The District currently contains approximately 595.10 acres and is expected to consist of 2,513 residential lots of various sizes for single-family and townhomes with recreation/amenity areas, parks, and associated infrastructure.

The CDD was established under County Ordinance No. 21-017, which was approved by the Polk County Commission and the City of Haines City and became effective on March 18, 2021. The boundaries of the District were amended by Ordinance No. 22-071, adopted by the Board of County Commissioners of Polk County, Florida, and effective on November 2, 2022, and by Ordinance No. 23-065, adopted by the Board of County Commissioners of Polk County, Florida, and effective on October 3, 2023. The District will own and operate the public roadways, utilities systems, and stormwater management facilities, as well as the landscape, irrigation, signage, and recreational facilities within the development.

The Master Developer (“Developer”) GLK Real Estate LLC is based in Winter Haven, Florida. The Development is approved as a Planned Development (PD) for Residential Units and is divided into three (3) villages: Brentwood, Cascades, and Wynnstone. A land use summary is presented in Table 1.

Public improvements and facilities financed, acquired, and/or constructed by the District will be designed and constructed to conform to regulatory criteria from the city, county, Southwest Florida Water Management District (SWFWMD), and other applicable agencies with regulatory jurisdiction over the development, an overall estimate of the probable cost of the public improvements are provided in Exhibit 7 of this report.

The Capital Improvement Plan (“CIP” or this “Engineer’s Report”) reflects the present intentions of the District and the landowners. It should be noted that the location of proposed facilities and improvements may be adjusted during the final design, permitting, and implementation phases. It should also be noted that any modifications will not diminish the benefits to the property within the District. The District reserves the right to make reasonable adjustments to the development plan to meet applicable regulatory requirements of agencies with jurisdiction over the development while maintaining a comparable level of benefits to the lands served by the improvements. Changes and modifications are expected as changes in regulatory criteria are implemented.

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

TABLE 1	AREA (AC)	
Master Stormwater System	49.14	
Residential Land (Single-Family and Townhomes Lots)	228.29	
Roadways Infrastructure & Public Facilities	95.29	
Lakes	5.09	
Amenity Center	2.09	
Open Space/Conservation Areas/Parks	220.91	
TOTAL	595.10	

PHASE	NO. UNITS	
Cascades 1	597	
Cascades 2	74	
Cascades 3	344	
Brentwood 1	226	
Brentwood 2	124	
Brentwood 3	122	
Brentwood 4/5	290	
Wynnstone 1 & 2	736	
Amenity/Recreational Parcel		
Infrastructure Roadways		
Ponds/Lake/Stormwater Conservation/Open space		
TOTAL – Westside Haines City CDD	2,513	

PHASE	LOT TYPE	UNITS	
Cascades 1	40-ft Lots	404	
	50-ft Lots	193	
Cascades 2	40-ft Lots	30	
	50-ft Lots	44	
Cascades 3	40-ft Lots	219	
	50-ft Lots	125	
Brentwood 1	Townhomes	226	
Brentwood 2	Townhomes	124	
Brentwood 3	Townhomes	122	
Brentwood 4/5	Townhomes	290	
Wynnstone 1 & 2	40-ft Lots	478	
	50-ft Lots	315	
TOTAL LOTS IN THE DISTRICT		2,513	

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Implementation of any proposed facilities or improvements outlined in this report requires written approval from the District's Board of Supervisors. Estimated costs outlined in this report are based on the best available information, which includes, but is not limited, to previous experience with similar projects. Actual costs could be different than estimates because final engineering and specific field conditions may affect construction costs.
All roadway improvements including sidewalks in the right-of-way and storm drainage collection systems (from the curb inlets to their connection to the stormwater ponds) within the development will be maintained by the District. Water distribution and wastewater collection systems (gravity lines, force mains, and lift stations) will be dedicated to the County or the City for ownership and maintenance upon completion. The southeastern 46 lots in Cascades Phase 1 will have a private lift station maintained by the CDD and will connect to Haines City’s water and sewer service.

PURPOSE AND SCOPE
The purpose of this report is to provide engineering support for the funding of the proposed improvements within the District. This report will identify the proposed public infrastructure to be constructed or acquired by the District along with an Opinion of Probable Construction Costs. The District will finance, construct, acquire, operate, and maintain all or specific portions of the proposed public infrastructure.

The predominant portion of this report provides descriptions of the proposed public infrastructure improvements, determination of estimated probable construction costs, and the corresponding benefits associated with the implementation of the described improvements. Detailed site construction plans and specifications have not yet been completed and permitted for the improvements described herein. The engineer has considered and in specific instances has relied upon, the information and documentation prepared or supplied by others to prepare this Engineer’s Report.

THE DEVELOPMENT
The development will consist of a total of 2,513 residential units and associated infrastructure. The development is a planned residential community located West of US Highway 27 (SR 25) and consisting of 595.10 acres from the northern boundary around Minute Main Ramp Road 1 and extending south to the southern boundary located around Massee Road. The District is located within unincorporated Polk County and the City of Haines City. The land use for the District is planned unit development. The development is zoned RL-1, RL-2, RL-3, and RM within the city limits and zoned RMX and ECX within the unincorporated area of Polk County. The development will be constructed in three (3) villages and have up to eleven (11) phases.

CAPITAL IMPROVEMENTS
The CIP consists of public infrastructure in each village and each phase of said village. The primary portions of the CIP will provide for stormwater pond construction, roadways built to an urban roadway typical section, water, and sewer facilities including three (3) lift stations and one (1) regional lift station, and off-site improvements (including turn lanes and extension of water and sewer mains to serve the development).

There will also be stormwater structures and conveyance culverts within the CIP that will outfall into the various on-site stormwater ponds. These structures and pond areas comprise the overall stormwater facilities of the CIP. Installation of the water distribution and wastewater collection system will also occur at this time as well as the 4 (four) lift stations serving the project. Below-ground installation of telecommunications and cable television will occur but will not be funded by the District.

As a part of the recreational component of the CIP, there are various amenity centers within the development and

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
specifically for each of the villages of the development. There are four (4) amenity centers: one (1) in the Village of Cascades, one (1) in Wynnstone, and two (2) within Brentwood. The total area of the amenity and recreational parcels is 12.89 acres. There will be conservation areas as well that can serve as passive parks within the various villages and the development that are available to the public for utilization of the facilities. The amenity centers and recreational areas will have connectivity via sidewalks to the other portions of the District. The amenity centers and recreational areas will be accessed by the public roadways and sidewalks.

CAPITAL IMPROVEMENT PLAN COMPONENTS
The CIP for the District includes the following:

Stormwater Management Facilities
Stormwater Management facilities consisting of storm conveyance systems and retention/detention ponds are contained within the District boundaries. Stormwater will be discharged via roadway curb and gutter and storm inlets. Storm culverts convey the runoff into the proposed retention ponds for water quality treatment and attenuation. The proposed stormwater systems will utilize dry retention and wet retention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District’s stormwater treatment systems are regulated by the city, the county, and SWFWMD. There are various conservation areas throughout the District and will be preserved in the existing condition and these will accept stormwater discharges from our ponds as shown on Exhibit 6.

Federal Emergency Management Agency Flood Insurance Rate Map (FEMA FIRM) Panel No. 12105C0225G, effective date December 22, 2016, demonstrates that the property is located within Flood Zones X, A, and AE. Based on this information and the site topography, it appears that 100-year compensation will be done in areas where we will impact existing depressions throughout the development and the 100-year flood volumes will be compensated as it is required by the city, county, and FEMA.

During the construction of stormwater management facilities, utilities, and roadway improvements the contractor will be required to adhere to a Stormwater Pollution Prevention Plan (SWPPP) as required by the FDEP as delegated by the Environmental Protection Agency (EPA). The SWPPP will be prepared to depict the proposed recommended locations of required erosion control measures and staked turbidity barriers specifically along the downgradient side of any proposed construction activity. The site contractor will be required to provide the necessary reporting as required by the National Pollutant Discharge Elimination System (NPDES) General Permit with erosion control, its maintenance, and any rainfall events that occur during construction activity.

Public Roadways
The proposed public roadway sections include a 24-foot wide roadway consisting of asphalt and with Miami curbs or Type F curb and gutter on both sides along with a 50-foot right-of-way. The proposed roadway section will consist of stabilized subgrade, a lime rock, crushed concrete, or cement-treated base and asphalt type roadway wearing surface. The proposed curb is to be 2-feet wide and placed along the edge of the proposed roadway section for purposes of protecting the integrity of the pavement, and also to provide stormwater runoff conveyance to the proposed stormwater inlets.

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

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Water and Wastewater Facilities
A potable drinking water system inclusive of water main, gate valves, fire hydrants, and appurtenances will be installed for the District. The water service provider will be Polk County Public Utilities. The water system will be designed to provide an equally distributed system that provides redundancy to the system. These facilities will be installed within the proposed public rights-of-way and will provide potable drinking water (domestic) and fire protection services to serve the entire District.

A domestic wastewater collection system inclusive of gravity sanitary sewer mains and sewer laterals will be installed. The gravity sanitary sewer mains will be a minimum of eight (8)-inch diameter PVC pipe systems. The gravity sanitary sewer lines will be placed inside of the proposed public rights-of-way, under the proposed paved roadways. Laterals will branch off from these sewer lines to serve the individual lots. Lift stations are anticipated for this CIP. Flow from the lift station shall be connected to a proposed force main that will interconnect three (3) lift stations and all discharge to a master lift station that will pump through a force main that will connect to the city water treatment facility located north of the development.

Polk County Public Utilities will provide the reclaimed water to be used for all irrigation within the CDD. The reclaimed water will be funded by the District and installed onsite within the roadways to provide for irrigation within the public right-of-way or any areas needing irrigation. Any water, sewer, or reclaim water pipes or facilities placed on private property will not be publicly funded.

Off-Site Improvements
The District will provide funding for the anticipated turn lanes at the development entrances. The site construction activities associated with the CIP are anticipated to be completed by villages and phases based on the estimated schedule for each village and phase. The schedule is shown on Exhibit 7. Upon completion of each phase within each village, the improvements will be through the required inspections as well as final certifications of completions will be obtained from SWFWMD, Polk County Health Department (water distribution system), FDEP (wastewater collection), and the city/county.

Amenities and Parks
The District will provide funding for an amenity center to include the following: parking areas, pavilion with public restroom facilities, pool, all-purpose playfields, and walking trails between the phases and villages to provide connectivity to the various amenity centers within the CDD. In addition, there will be public passive parks throughout the development, which will include benches and walking trails. All amenities and parks will be open and accessible to residents and the public.

Electric Utilities and Lighting
The electric distribution system thru the District is currently planned to be underground, The District presently intends to fund the incremental cost for the under-grounding of the electrical system, transformer/cabinet pads, and electric manholes required by Duke Energy (Duke). Electric facilities will be owned and maintained by Duke after the dedication, with Duke providing underground electrical service to the Development. The CDD will not fund the cost to purchase and install the street lighting along the internal roadways within the CDD. These lights will be operated, and maintained by Duke after the completion, with the District funding maintenance costs with funds other than tax-exempt bonds.

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Entry Feature
Landscaping, irrigation, entry features, and walls at the entrances and along the outside boundary of the Development will be provided by the District. The irrigation system will use reclaimed water or an irrigation well. The well and irrigation water mains to the various phases of the development will be constructed and acquired by the CDD with District funds and operated and maintained by the CDD. Landscaping for the roadways will consist of sod, perennial flowers, shrubs, ground cover, and trees for the internal roadways within the CDD. Perimeter fencing will be provided at the site entrances and perimeters. These items will be funded, owned, and maintained by the CDD. It is noted that the City requires the walls as a buffer the development and thus will be funded together with the landscaping. There are no hard gates in the District and the District is accessible to the public.

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

Permitting
Construction permits for all phases are required and include the SWFWMD ERP, Polk County Health Department, FDEP, and City construction plan approval.

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

Brentwood Phase 1 and Cascades Phases 1 & 2				
Permits/Approvals	Approval/Expected Date			
	Cascades Phase 1	Cascades Phase 2	Brentwood Townhomes
Phase 1	
Zoning Approval	Haines City RPUD
4/1/21	Haines City RPUD –
Received	Haines City RPUD –
Received	
Preliminary Plat	Haines City - 4/1/21	Haines City Preliminary Plat
– Received	Haines City Preliminary Plat
– Received	
SWFWMD ERP	Issued 04/15/2021	Issued 9/3/21	Issued 6/9/2021	
Construction Permits	Issued 5/18/2021	Issued 9/22/21	Received	
Polk County Health Department Water	Issued 6/7/2021	Issued 9/28/2021	Issued 9/28/2021	
FDEP Sanitary Sewer General Permit	Issued 5/25/2021	Issued 9/27/2021	Issued 9/29/2021	
FDEP NOI	10/26/21	Received	Received	

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Brentwood Phases 2 & 3 and Cascade Phase 3				
Permits/Approvals	Approval/Expected Date			
	Brentwood Phase 2	Brentwood Phase 3	Cascade Phase 3	
Zoning Approval	Received	Received	Received	
Preliminary Plat	Received	Received	Received	
SWFWMD ERP	Issued 4/5/2022	Issued 4/5/2022	Issued 4/5/2022	
Construction Permits	Issued 8/12/2022	Issued 8/12/2022	Issued 8/12/2022	
Polk County Utilities Permits	Received	Received	Received	
Polk County Health Department General Water
Distribution Permit	Issued 7/21/2022	Issued 7/21/2022	Issued 7/21/2022	
FDEP Sanitary Sewer General Permit	Received ±	Received	Received	
FDEP NOI – NPDES	Received	Received	Received	

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

Items utilized in the Opinion of Probable Costs for this report are based upon the proposed plan infrastructure as shown on construction drawings incorporating specifications in the most current SWFWMD, Polk County, and the City regulations.
REPORT MODIFICATION
During the development and implementation of the designed public infrastructure improvements, it may be necessary to make modifications and/or deviations to the plans. However, if such deviations and/or revisions do not change the overall primary objective of the plan for such improvements, then the cost differences would not materially affect the proposed construction cost estimates.
SUMMARY AND CONCLUSION
The improvements as outlined are necessary for the functional development of the Project. The Project is being designed in accordance with current government regulatory requirements. The Project will serve its intended function provided the construction is in substantial compliance with the design. Items of construction for the Project are based upon current development plans.

ENGINEER’S CERTIFICATION
It is our professional opinion that the public infrastructure costs for the CIP provided in this report are reasonable to complete the construction of the public infrastructure improvements. Furthermore, the public infrastructure improvements will benefit and add value to lands within the District and the value is at least the same as the costs for said improvements. It is noted that all financed property improvements will be located on district owned lands that is or will

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
be at the time of conveyance to the district or subject to a permanent easement in favor of the district or another public governmental entity.

The Opinion of Probable Costs for the public infrastructure improvements is only an estimate and is not a guaranteed maximum price. The estimated costs are based upon current unit prices and on our experience with ongoing and similar projects and basis in the county and city. However, labor market, future costs of equipment; materials, changes to the regulatory permitting agencies' activities, and the actual construction processes employed by the chosen site contractor are beyond the engineer's control. Due to this inherent opportunity for changes (upward or downward) in the construction costs, the total, final construction cost may be more or less than this estimate.

Based upon the presumption that the CIP construction continues in a timely manner, it is our opinion that the costs of the CIP proposed represent a system of improvements benefitting all developable property located within the District, are fair and reasonable, and that the District-funded improvements are assessable improvements within the meaning of Chapter 190, F.S. We have no reason to believe that the CIP improvements cannot be constructed at the cost described in this report. We expect the improvements to be constructed or acquired by the District with bond proceeds, as indicated within this report. We believe that the District will be well served by the improvements discussed in this report.

I hereby certify that the foregoing is a true and correct copy of the engineer’s report for the Westside Haines City Community Development District.

Reinardo Malavé, P.E. Florida License No. 31588

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
POLK CO.

MINUTE MAID RAMP RD. 2

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.
HOLLY HILL GROVE RD. 3

POLK CO.
HOLLY HILL GROVE RD. 2

WESTSIDE HAINES CITY CDD BOUNDARY

HAINES CITY

SAND HILL RD.

APPROX. CITY LIMITS

POLK CO.

HOLLY HILL TANK RD.

HAINES CITY

POLK CO.
HAINES CITY

MASSEE RD.

LEGEND

WESTSIDE HAINES CITY CDD PARCELS
CDD CONTRACTION

EXHIBIT 1 - LOCATION MAP WESTSIDE HAINES CITY CDD

0'	1600'

3200'
7/10/23
 EXHIBIT 2 - LEGAL DESCRIPTION	

2

3

4

5

6

7

POLK CO.

MINUTE MAID RAMP RD. 2

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.

POLK CO.
WEST HAINES CITY CDD
BOUNDARY

SAND HILL RD.

POLK CO.

HOLLY HILL TANK RD.

HAINES CITY

HAINES CITY

SECTS 19, 30 & 31, T26S, R27E

MASSEE RD.

EXHIBIT 4 - EXSITING LAND USE WESTSIDE HAINES CITY CDD
LEGEND

WESTSIDE HAINES CITY CDD
PARCELS
0'	1600'	3200'

DATE: March 17, 2021

POLK COUNTY - FUTURE LAND USE

SECTS 19, 30 & 31,

EXHIBIT 5 - FUTURE LAND USE

LEGEND

WESTSIDE HAINES CITY CDD
CDD CONTRACTION
T26S, R27E
AREA 595.10± AC.
WESTSIDE HAINES CITY CDD
0'	1600'	3200'

7/10/23
POLK CO.

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.

HAINES CITY
SAND HILL RD.

POLK CO.

NOTE:

MASSEE RD.

HAINES CITY

LEGEND

WESTSIDE HAINES CITY CDD
PARCELS
DRAINAGE AREA LIMITS DRAINAGE PATTERN
EXISTING WATER MAIN EXISTING FORCE MAIN
EXISTING RECLAIM MAIN
CONTOUR INFORMATION PER POLK COUNTY LIDAR GIS DATABASE.
SECTS 19, 30 & 31, T26S, R27E
EXHIBIT 6 - UTILITY LOCATION AND DRAINAGE MAP
WESTSIDE HAINES CITY CDD

0'	1600'

3200'

DATE: March 17, 2021
Exhibit 7 - Summary of Probable Cost											
	Brentwood Townhomes	Cascades Single Family	Wynnstone Single Family								

Infrastructure	Phase 1
 (226 Lots)

2021-2023	Phase 2
 (124 Lots)

2023-2024	Phase 3
 (122 Lots)

2023-2024	Phase 4/5
 (290 Lots)

2024-2025	Phase 1 (597 Lots)

2021-2024	Phase 2 (74 Lots)

2021-2024	Phase 3 (344 Lots)

2023-2025	Phase 1 (503 Lots)

2024-2025	Phase 2 (233 Lots)

2025-2026	Total (2,513 Lots)	
Assessment Area	1	2	2	3	1	1	2	3	4		

Offsite Improvements(1)(5)(7)(11)	

$970,000	

$200,000	

$0	

$250,000	

$4,000,000	

$500,000	

$800,000	

$2,500,000	

$1,562,500	

$10,782,500	
Stormwater Management (1)(2)(3)(5)(6)(7)	
$1,284,390	
$1,103,340	
$1,461,713	
$4,482,699	
$2,835,625	
$450,000	
$3,837,500	
$1,300,000	
$2,578,125	
$19,333,391	

Utilities (Water, Sewer, & Street Lighting) (1) (5)(7) (9)(11)	

$1,169,820	

$1,004,920	

$1,331,325	

$4,082,835	

$2,731,250	

$450,000	

$3,637,500	

$1,265,000	

$2,515,625	

$18,188,275	
Roadway (1)(4)(5)(7)	$560,790	$481,740	$638,213	$1,957,234	$1,365,625	$265,000	$2,166,125	$560,000	$1,500,000	$9,494,726	
Entry Feature (1)(7)(8)911)	
$100,000	
$0	
$200,000	
$125,000	
$750,000	
$0	
$250,000	
$250,000	
$156,250	
$1,831,250	
Parks and Amenities (1)(7)(11)	$1,000,000	$0	$0	$1,250,000	$1,750,000	$0	$750,000	$1,000,000	$312,500	$6,062,500	
Contingency(11)	$565,000	$310,000	$381,250	$1,020,000	$1,492,500	$185,000	$1,600,000	$750,000	$250,000	$6,553,750	
TOTAL	$5,650,000	$3,100,000	$4,012,500	$13,167,768	$14,925,000	$1,850,000	$13,041,125	$7,625,000	$8,875,000	$72,246,393	

Notes:
Infrastructure consists of public roadway improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and public neighborhood parks, all of which will be located on land owned by or subject to a permanent easement in favor of the District or another governmental entity.
Excludes grading of each lot in conjunction with home construction, which will be provided by home builder.
Includes Stormwater pond excavation. Does not include the cost of transportation of fill for use of private lots.
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.
Includes subdivision infrastructure and civil/site engineering.
Stormwater does not include grading associated with building pads.
Estimates are based on 2023 cost.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with Duke Energy for the streetlight poles and lighting service. Includes only the incremental cost of undergrounding.
Estimates based on 2,513 lots.
The costs associated with the infrastructure are a master cost and is effectively shared by the entire project (All phases).
Exhibit 8
Summary of Proposed District Facilities

District Infrastructure	Construction	Ownership	Capital Financing*	Operation and Maintenance	
Entry Feature & Signage	District	District	District Bonds	District	
Stormwater Facilities	District	District	District Bonds	District	
Lift Stations/Water/Sewer	District	Polk County****	District Bonds	Polk County****	
Street Lighting/Conduit	District	Duke/District**	District Bonds	Duke/District***	
Road Construction	District	District	District Bonds	District	
Parks & Amenities	District	District	District Bonds	District	
Offsite Improvements	District	Polk County	District Bonds	Polk County	

*Costs not funded by bonds will be funded by the developer
** District will fund incremental cost of undergrounding of electrical conduit
***District will fund street lighting maintenance services with funds other than tax-exempt bonds
**** Haines City will own and maintain the water and sewer infrastructure for the 46 lots in the Southeast corner of the District.

									DESCRIPTION	
									BY	
									DATE	
									NO.	

															

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

BRENTWOOD PHASE 3

D

BRENTWOOD PHASE 2
SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY
DATE

MJB RM
 RM	 03/22/21
TITLE

BRENTWOOD

A
PROJECT NO.

50137547

2 OF 4

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

D

SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY

MJB RM
  RM	

A	CASCADES PHASE 1 - LOT SUMMARY

PROJECT NO.

50137547

3 OF 4

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

D

RL-1
SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION

125
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY
DATE TITLE

MJB RM
 RM	 03/22/21
344

A	CASCADES PHASE 3 - LOT SUMMARY
CASCADES PHASES
2 & 3
PROJECT NO.	50137547

219

219
125

125
344

344

4 OF 4

Section D
CONSTRUCTION FUNDING AGREEMENT BETWEEN WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT AND GLKREAL ESTATE, LLC
(CASCADES PHASE 3)

THIS AGREEMENT ("Agreement") is made and entered into and effective as of22nd day of January 2024, by and between:

WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT' a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando, Florida 32801 ("District"), and

GLKREAL ESTATE, LLC, a Florida limited liability company, an owner of certain lands within the District, with a mailing address of 346 E. Central Avenue, Winter Haven, Florida 33880, and its successors and assigns ("Developer")

RECITALS

WHEREAS, the District was established by an ordinance, as amended from time to time, adopted by the Board of County Commissioners of Polk County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the Developer is the owner and/or developer of certain undeveloped lands located within the boundaries of the District identified in the Engineers Report (as defined below, the undeveloped lands described therein being the "Development") upon which the District's improvements have been or will be made; 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, the District is anticipated to be without sufficient funds available to provide for the construction of anticipated master improvements and facilities for the area known as Cascades Phase 3 within the Development, which are described in the Second Amended and Restated Engineer's Report, dated November 7, 2023, attached hereto as Exhibit A (the "Engineer's Report") including construction and any design, engineering, legal, or other construction, professional, or administrative costs (collectively, the "Improvements"); and

WHEREAS, in order to induce the District to proceed at this time with the construction of the necessary or desired improvements, the Developer desires to provide the funds necessary to enable the District to proceed with such improvements if and when the District exhausts the funds on deposit in the construction account; and
WHEREAS, the District anticipates accessing the public bond market in the future to obtain financing for the construction of the Improvements as described in Exhibit A, and the parties agree that, in the event that bonds are issued, the funds provided under this Agreement will be reimbursable from those bonds.

Now, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

REcITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

FUNDING. Developer agrees to make available to the District such monies as are necessary to enable the District to proceed with the design, engineering, and construction of the infrastructure improvements. Developer will make such funds available on a monthly basis, within fifteen (15) days of a written request by the District. The funds shall be placed in the District's construction account with such depository as determined by the District.

REPAYMENT. The parties agree that the funds provided by Developer pursuant to this Agreement will be properly reimbursable from proceeds of the District's issuance of tax­ exempt bonds. Within forty-five (45) days ofreceipt from time to time of sufficient funds by the District for the financing of some or all of the Improvements, the District shall reimburse Developer until full reimbursement is made or until all funds generated by the anticipated financing are exhausted, exclusive of interest, for the funds advanced under Section 2 above; provided, however, that in the event bond counsel engaged in connection with the District's issuance of bonds providing such financing determines that any such monies advanced or expenses incmTed are not properly reimbursable for any reason, including, but not limited to federal tax restrictions imposed on tax-exempt financing, the District shall not be obligated to reimburse such monies advanced or expenses incurred. If the District does not or cannot issue bonds to provide the funds for the Improvements within five (5) years of the date of this Agreement, and, thus does not reimburse the Developer for the funds advanced, then the parties agree that such funds shall be deemed paid in lieu of taxes, fees, or assessments which might be levied or imposed by the District.

DEFAULT. A default by either party to 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, injunctive relief and/or specific performance, but shall exclude, in any event, consequential, incidental, special or punitive damages.

ENFORCEMENT OF AGREEMENT. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AGREEMENT. This Agreement shall constitute the final and complete expression of the agreement between the parties relating to the specific 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 both of the parties hereto.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all of the requirements of law, and each party has full power and authority to comply with the terms and provisions of this Agreement.

NoncEs. All notices, requests, consents and other communications hereunder ("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:

With a copy to:

If to Developer:

With a copy to:
Westside Haines City Community Development District 219 East Livingston Street
Orlando, Florida 32801 Attn: District Manager

Kilinski I Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: District Counsel

GLK Real Estate, LLC 346 E. Central Avenue
Winter Haven, Florida 33880 Attn: Lauren 0. Schwenk

Straughn & Turner PA
255 Magnolia Avenue, S.W. Winter Haven, Florida 33880 Attn: Richard E. Straughn

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. 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 parties may deliver Notice on behalf of the party he/she represents. 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.
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.

ASSIGNMENT. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

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

EFFECTIVE DATE. The Agreement shall be effective after execution by all parties hereto and shall remain in effect unless terminated by any of the parties hereto.

PUBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District or to District staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law and the District's Record Retention Schedule.

COUNTERPARTS. This Agreement may be executed in one or more counterparts which, when taken together, shall constitute one and the same instrument.

[Signatures on next page]
IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

ATTEST:

Secretary/Assistant Secretary

WITNESS:
WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT

Chairperson, Board of Supervisors

GLK REAL ESTATE, LLC

?	 				  
Its: Manager

Exhibit A: Second Amended and Restated Engineer's Report, dated November 7, 2023
EXHIBIT A

Westside Haines City Community Development District
Second Amended and Restated Engineer's Report
November 7, 2023

SUBMITTED BY:
Dewberry Engineers Inc. 800 North Magnolia Avenue Suite 1000
Orlando, Florida 32803
407-843-5120
TABLE OF CONTENTS

Introduction	2
Purpose and Scope	4
The Development	4
Capital Improvements	4
Stormwater Management Facilities	5
Public Roadways	5
Water and Wastewater Facilities	6
Off-Site Improvements	6
Amenities and Parks	6
Electric Utilities and Lighting	6
Entry Features	6
Miscellaneous	7
Permitting	7
Recommendation	8
Report Modification	8
Summary and Conclusion	8
Engineer’s Certification	8
List of Exhibits
Aerial Location Map	Exhibit 1
Legal Description	Exhibit 2
District Boundary Map	Exhibit 3
Land Use Map	Exhibit 4
Zoning Map	Exhibit 5
Utility Location Map and Drainage Flow Pattern Map	Exhibit 6
Summary of Opinion of Probable Cost	Exhibit 7
Summary of District Facilities	Exhibit 8
Overall Site Plan	Exhibit 9

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Westside Haines City Community Development District
INTRODUCTION
The Westside Haines City Community Development District (the ''District" or “CDD”) is located on the west side of US Highway 27 (SR 25) from the Minute Maid Ramp Road, south crossing Holly Hill Grove Road 1, 2, and 3 to the southern boundary of Massee Road. The District also crosses Holly Hill Tank Road to the west of FDC Grove Road. The District is located with the city limits of Haines City, Florida (“City”) and the unincorporated area of Polk County (“County”). In March 2o21, the District contained approximately 613.43 acres and included 2,752 residential lots of various sizes for single-family lots and townhome lots with recreation/amenity areas, parks, and associated infrastructure for the various villages. The District currently contains approximately 595.10 acres and is expected to consist of 2,513 residential lots of various sizes for single-family and townhomes with recreation/amenity areas, parks, and associated infrastructure.

The CDD was established under County Ordinance No. 21-017, which was approved by the Polk County Commission and the City of Haines City and became effective on March 18, 2021. The boundaries of the District were amended by Ordinance No. 22-071, adopted by the Board of County Commissioners of Polk County, Florida, and effective on November 2, 2022, and by Ordinance No. 23-065, adopted by the Board of County Commissioners of Polk County, Florida, and effective on October 3, 2023. The District will own and operate the public roadways, utilities systems, and stormwater management facilities, as well as the landscape, irrigation, signage, and recreational facilities within the development.

The Master Developer (“Developer”) GLK Real Estate LLC is based in Winter Haven, Florida. The Development is approved as a Planned Development (PD) for Residential Units and is divided into three (3) villages: Brentwood, Cascades, and Wynnstone. A land use summary is presented in Table 1.

Public improvements and facilities financed, acquired, and/or constructed by the District will be designed and constructed to conform to regulatory criteria from the city, county, Southwest Florida Water Management District (SWFWMD), and other applicable agencies with regulatory jurisdiction over the development, an overall estimate of the probable cost of the public improvements are provided in Exhibit 7 of this report.

The Capital Improvement Plan (“CIP” or this “Engineer’s Report”) reflects the present intentions of the District and the landowners. It should be noted that the location of proposed facilities and improvements may be adjusted during the final design, permitting, and implementation phases. It should also be noted that any modifications will not diminish the benefits to the property within the District. The District reserves the right to make reasonable adjustments to the development plan to meet applicable regulatory requirements of agencies with jurisdiction over the development while maintaining a comparable level of benefits to the lands served by the improvements. Changes and modifications are expected as changes in regulatory criteria are implemented.

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

TABLE 1	AREA (AC)	
Master Stormwater System	49.14	
Residential Land (Single-Family and Townhomes Lots)	228.29	
Roadways Infrastructure & Public Facilities	95.29	
Lakes	5.09	
Amenity Center	2.09	
Open Space/Conservation Areas/Parks	220.91	
TOTAL	595.10	

PHASE	NO. UNITS	
Cascades 1	597	
Cascades 2	74	
Cascades 3	344	
Brentwood 1	226	
Brentwood 2	124	
Brentwood 3	122	
Brentwood 4/5	290	
Wynnstone 1 & 2	736	
Amenity/Recreational Parcel		
Infrastructure Roadways		
Ponds/Lake/Stormwater Conservation/Open space		
TOTAL – Westside Haines City CDD	2,513	

PHASE	LOT TYPE	UNITS	
Cascades 1	40-ft Lots	404	
	50-ft Lots	193	
Cascades 2	40-ft Lots	30	
	50-ft Lots	44	
Cascades 3	40-ft Lots	219	
	50-ft Lots	125	
Brentwood 1	Townhomes	226	
Brentwood 2	Townhomes	124	
Brentwood 3	Townhomes	122	
Brentwood 4/5	Townhomes	290	
Wynnstone 1 & 2	40-ft Lots	478	
	50-ft Lots	315	
TOTAL LOTS IN THE DISTRICT		2,513	

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Implementation of any proposed facilities or improvements outlined in this report requires written approval from the District's Board of Supervisors. Estimated costs outlined in this report are based on the best available information, which includes, but is not limited, to previous experience with similar projects. Actual costs could be different than estimates because final engineering and specific field conditions may affect construction costs.
All roadway improvements including sidewalks in the right-of-way and storm drainage collection systems (from the curb inlets to their connection to the stormwater ponds) within the development will be maintained by the District. Water distribution and wastewater collection systems (gravity lines, force mains, and lift stations) will be dedicated to the County or the City for ownership and maintenance upon completion. The southeastern 46 lots in Cascades Phase 1 will have a private lift station maintained by the CDD and will connect to Haines City’s water and sewer service.

PURPOSE AND SCOPE
The purpose of this report is to provide engineering support for the funding of the proposed improvements within the District. This report will identify the proposed public infrastructure to be constructed or acquired by the District along with an Opinion of Probable Construction Costs. The District will finance, construct, acquire, operate, and maintain all or specific portions of the proposed public infrastructure.

The predominant portion of this report provides descriptions of the proposed public infrastructure improvements, determination of estimated probable construction costs, and the corresponding benefits associated with the implementation of the described improvements. Detailed site construction plans and specifications have not yet been completed and permitted for the improvements described herein. The engineer has considered and in specific instances has relied upon, the information and documentation prepared or supplied by others to prepare this Engineer’s Report.

THE DEVELOPMENT
The development will consist of a total of 2,513 residential units and associated infrastructure. The development is a planned residential community located West of US Highway 27 (SR 25) and consisting of 595.10 acres from the northern boundary around Minute Main Ramp Road 1 and extending south to the southern boundary located around Massee Road. The District is located within unincorporated Polk County and the City of Haines City. The land use for the District is planned unit development. The development is zoned RL-1, RL-2, RL-3, and RM within the city limits and zoned RMX and ECX within the unincorporated area of Polk County. The development will be constructed in three (3) villages and have up to eleven (11) phases.

CAPITAL IMPROVEMENTS
The CIP consists of public infrastructure in each village and each phase of said village. The primary portions of the CIP will provide for stormwater pond construction, roadways built to an urban roadway typical section, water, and sewer facilities including three (3) lift stations and one (1) regional lift station, and off-site improvements (including turn lanes and extension of water and sewer mains to serve the development).

There will also be stormwater structures and conveyance culverts within the CIP that will outfall into the various on-site stormwater ponds. These structures and pond areas comprise the overall stormwater facilities of the CIP. Installation of the water distribution and wastewater collection system will also occur at this time as well as the 4 (four) lift stations serving the project. Below-ground installation of telecommunications and cable television will occur but will not be funded by the District.

As a part of the recreational component of the CIP, there are various amenity centers within the development and

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
specifically for each of the villages of the development. There are four (4) amenity centers: one (1) in the Village of Cascades, one (1) in Wynnstone, and two (2) within Brentwood. The total area of the amenity and recreational parcels is 12.89 acres. There will be conservation areas as well that can serve as passive parks within the various villages and the development that are available to the public for utilization of the facilities. The amenity centers and recreational areas will have connectivity via sidewalks to the other portions of the District. The amenity centers and recreational areas will be accessed by the public roadways and sidewalks.

CAPITAL IMPROVEMENT PLAN COMPONENTS
The CIP for the District includes the following:

Stormwater Management Facilities
Stormwater Management facilities consisting of storm conveyance systems and retention/detention ponds are contained within the District boundaries. Stormwater will be discharged via roadway curb and gutter and storm inlets. Storm culverts convey the runoff into the proposed retention ponds for water quality treatment and attenuation. The proposed stormwater systems will utilize dry retention and wet retention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District’s stormwater treatment systems are regulated by the city, the county, and SWFWMD. There are various conservation areas throughout the District and will be preserved in the existing condition and these will accept stormwater discharges from our ponds as shown on Exhibit 6.

Federal Emergency Management Agency Flood Insurance Rate Map (FEMA FIRM) Panel No. 12105C0225G, effective date December 22, 2016, demonstrates that the property is located within Flood Zones X, A, and AE. Based on this information and the site topography, it appears that 100-year compensation will be done in areas where we will impact existing depressions throughout the development and the 100-year flood volumes will be compensated as it is required by the city, county, and FEMA.

During the construction of stormwater management facilities, utilities, and roadway improvements the contractor will be required to adhere to a Stormwater Pollution Prevention Plan (SWPPP) as required by the FDEP as delegated by the Environmental Protection Agency (EPA). The SWPPP will be prepared to depict the proposed recommended locations of required erosion control measures and staked turbidity barriers specifically along the downgradient side of any proposed construction activity. The site contractor will be required to provide the necessary reporting as required by the National Pollutant Discharge Elimination System (NPDES) General Permit with erosion control, its maintenance, and any rainfall events that occur during construction activity.

Public Roadways
The proposed public roadway sections include a 24-foot wide roadway consisting of asphalt and with Miami curbs or Type F curb and gutter on both sides along with a 50-foot right-of-way. The proposed roadway section will consist of stabilized subgrade, a lime rock, crushed concrete, or cement-treated base and asphalt type roadway wearing surface. The proposed curb is to be 2-feet wide and placed along the edge of the proposed roadway section for purposes of protecting the integrity of the pavement, and also to provide stormwater runoff conveyance to the proposed stormwater inlets.

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

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Water and Wastewater Facilities
A potable drinking water system inclusive of water main, gate valves, fire hydrants, and appurtenances will be installed for the District. The water service provider will be Polk County Public Utilities. The water system will be designed to provide an equally distributed system that provides redundancy to the system. These facilities will be installed within the proposed public rights-of-way and will provide potable drinking water (domestic) and fire protection services to serve the entire District.

A domestic wastewater collection system inclusive of gravity sanitary sewer mains and sewer laterals will be installed. The gravity sanitary sewer mains will be a minimum of eight (8)-inch diameter PVC pipe systems. The gravity sanitary sewer lines will be placed inside of the proposed public rights-of-way, under the proposed paved roadways. Laterals will branch off from these sewer lines to serve the individual lots. Lift stations are anticipated for this CIP. Flow from the lift station shall be connected to a proposed force main that will interconnect three (3) lift stations and all discharge to a master lift station that will pump through a force main that will connect to the city water treatment facility located north of the development.

Polk County Public Utilities will provide the reclaimed water to be used for all irrigation within the CDD. The reclaimed water will be funded by the District and installed onsite within the roadways to provide for irrigation within the public right-of-way or any areas needing irrigation. Any water, sewer, or reclaim water pipes or facilities placed on private property will not be publicly funded.

Off-Site Improvements
The District will provide funding for the anticipated turn lanes at the development entrances. The site construction activities associated with the CIP are anticipated to be completed by villages and phases based on the estimated schedule for each village and phase. The schedule is shown on Exhibit 7. Upon completion of each phase within each village, the improvements will be through the required inspections as well as final certifications of completions will be obtained from SWFWMD, Polk County Health Department (water distribution system), FDEP (wastewater collection), and the city/county.

Amenities and Parks
The District will provide funding for an amenity center to include the following: parking areas, pavilion with public restroom facilities, pool, all-purpose playfields, and walking trails between the phases and villages to provide connectivity to the various amenity centers within the CDD. In addition, there will be public passive parks throughout the development, which will include benches and walking trails. All amenities and parks will be open and accessible to residents and the public.

Electric Utilities and Lighting
The electric distribution system thru the District is currently planned to be underground, The District presently intends to fund the incremental cost for the under-grounding of the electrical system, transformer/cabinet pads, and electric manholes required by Duke Energy (Duke). Electric facilities will be owned and maintained by Duke after the dedication, with Duke providing underground electrical service to the Development. The CDD will not fund the cost to purchase and install the street lighting along the internal roadways within the CDD. These lights will be operated, and maintained by Duke after the completion, with the District funding maintenance costs with funds other than tax-exempt bonds.

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
Entry Feature
Landscaping, irrigation, entry features, and walls at the entrances and along the outside boundary of the Development will be provided by the District. The irrigation system will use reclaimed water or an irrigation well. The well and irrigation water mains to the various phases of the development will be constructed and acquired by the CDD with District funds and operated and maintained by the CDD. Landscaping for the roadways will consist of sod, perennial flowers, shrubs, ground cover, and trees for the internal roadways within the CDD. Perimeter fencing will be provided at the site entrances and perimeters. These items will be funded, owned, and maintained by the CDD. It is noted that the City requires the walls as a buffer the development and thus will be funded together with the landscaping. There are no hard gates in the District and the District is accessible to the public.

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

Permitting
Construction permits for all phases are required and include the SWFWMD ERP, Polk County Health Department, FDEP, and City construction plan approval.

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

Brentwood Phase 1 and Cascades Phases 1 & 2				
Permits/Approvals	Approval/Expected Date			
	Cascades Phase 1	Cascades Phase 2	Brentwood Townhomes
Phase 1	
Zoning Approval	Haines City RPUD
4/1/21	Haines City RPUD –
Received	Haines City RPUD –
Received	
Preliminary Plat	Haines City - 4/1/21	Haines City Preliminary Plat
– Received	Haines City Preliminary Plat
– Received	
SWFWMD ERP	Issued 04/15/2021	Issued 9/3/21	Issued 6/9/2021	
Construction Permits	Issued 5/18/2021	Issued 9/22/21	Received	
Polk County Health Department Water	Issued 6/7/2021	Issued 9/28/2021	Issued 9/28/2021	
FDEP Sanitary Sewer General Permit	Issued 5/25/2021	Issued 9/27/2021	Issued 9/29/2021	
FDEP NOI	10/26/21	Received	Received	

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.

Brentwood Phases 2 & 3 and Cascade Phase 3				
Permits/Approvals	Approval/Expected Date			
	Brentwood Phase 2	Brentwood Phase 3	Cascade Phase 3	
Zoning Approval	Received	Received	Received	
Preliminary Plat	Received	Received	Received	
SWFWMD ERP	Issued 4/5/2022	Issued 4/5/2022	Issued 4/5/2022	
Construction Permits	Issued 8/12/2022	Issued 8/12/2022	Issued 8/12/2022	
Polk County Utilities Permits	Received	Received	Received	
Polk County Health Department General Water
Distribution Permit	Issued 7/21/2022	Issued 7/21/2022	Issued 7/21/2022	
FDEP Sanitary Sewer General Permit	Received ±	Received	Received	
FDEP NOI – NPDES	Received	Received	Received	

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

Items utilized in the Opinion of Probable Costs for this report are based upon the proposed plan infrastructure as shown on construction drawings incorporating specifications in the most current SWFWMD, Polk County, and the City regulations.
REPORT MODIFICATION
During the development and implementation of the designed public infrastructure improvements, it may be necessary to make modifications and/or deviations to the plans. However, if such deviations and/or revisions do not change the overall primary objective of the plan for such improvements, then the cost differences would not materially affect the proposed construction cost estimates.
SUMMARY AND CONCLUSION
The improvements as outlined are necessary for the functional development of the Project. The Project is being designed in accordance with current government regulatory requirements. The Project will serve its intended function provided the construction is in substantial compliance with the design. Items of construction for the Project are based upon current development plans.

ENGINEER’S CERTIFICATION
It is our professional opinion that the public infrastructure costs for the CIP provided in this report are reasonable to complete the construction of the public infrastructure improvements. Furthermore, the public infrastructure improvements will benefit and add value to lands within the District and the value is at least the same as the costs for said improvements. It is noted that all financed property improvements will be located on district owned lands that is or will

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
be at the time of conveyance to the district or subject to a permanent easement in favor of the district or another public governmental entity.

The Opinion of Probable Costs for the public infrastructure improvements is only an estimate and is not a guaranteed maximum price. The estimated costs are based upon current unit prices and on our experience with ongoing and similar projects and basis in the county and city. However, labor market, future costs of equipment; materials, changes to the regulatory permitting agencies' activities, and the actual construction processes employed by the chosen site contractor are beyond the engineer's control. Due to this inherent opportunity for changes (upward or downward) in the construction costs, the total, final construction cost may be more or less than this estimate.

Based upon the presumption that the CIP construction continues in a timely manner, it is our opinion that the costs of the CIP proposed represent a system of improvements benefitting all developable property located within the District, are fair and reasonable, and that the District-funded improvements are assessable improvements within the meaning of Chapter 190, F.S. We have no reason to believe that the CIP improvements cannot be constructed at the cost described in this report. We expect the improvements to be constructed or acquired by the District with bond proceeds, as indicated within this report. We believe that the District will be well served by the improvements discussed in this report.

I hereby certify that the foregoing is a true and correct copy of the engineer’s report for the Westside Haines City Community Development District.

Reinardo Malavé, P.E. Florida License No. 31588

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on this sheet is subject to restriction on the title page of this proposal.
POLK CO.

MINUTE MAID RAMP RD. 2

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.
HOLLY HILL GROVE RD. 3

POLK CO.
HOLLY HILL GROVE RD. 2

WESTSIDE HAINES CITY CDD BOUNDARY

HAINES CITY

SAND HILL RD.

APPROX. CITY LIMITS

POLK CO.

HOLLY HILL TANK RD.

HAINES CITY

POLK CO.
HAINES CITY

MASSEE RD.

LEGEND

WESTSIDE HAINES CITY CDD PARCELS
CDD CONTRACTION

EXHIBIT 1 - LOCATION MAP WESTSIDE HAINES CITY CDD

0'	1600'

3200'
7/10/23
 EXHIBIT 2 - LEGAL DESCRIPTION	

2

3

4

5

6

7

POLK CO.

MINUTE MAID RAMP RD. 2

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.

POLK CO.
WEST HAINES CITY CDD
BOUNDARY

SAND HILL RD.

POLK CO.

HOLLY HILL TANK RD.

HAINES CITY

HAINES CITY

SECTS 19, 30 & 31, T26S, R27E

MASSEE RD.

EXHIBIT 4 - EXSITING LAND USE WESTSIDE HAINES CITY CDD
LEGEND

WESTSIDE HAINES CITY CDD
PARCELS
0'	1600'	3200'

DATE: March 17, 2021

POLK COUNTY - FUTURE LAND USE

SECTS 19, 30 & 31,

EXHIBIT 5 - FUTURE LAND USE

LEGEND

WESTSIDE HAINES CITY CDD
CDD CONTRACTION
T26S, R27E
AREA 595.10± AC.
WESTSIDE HAINES CITY CDD
0'	1600'	3200'

7/10/23
POLK CO.

HAINES CITY

MINUTE MAID RAMP RD. 1

POLK CO.

HAINES CITY
SAND HILL RD.

POLK CO.

NOTE:

MASSEE RD.

HAINES CITY

LEGEND

WESTSIDE HAINES CITY CDD
PARCELS
DRAINAGE AREA LIMITS DRAINAGE PATTERN
EXISTING WATER MAIN EXISTING FORCE MAIN
EXISTING RECLAIM MAIN
CONTOUR INFORMATION PER POLK COUNTY LIDAR GIS DATABASE.
SECTS 19, 30 & 31, T26S, R27E
EXHIBIT 6 - UTILITY LOCATION AND DRAINAGE MAP
WESTSIDE HAINES CITY CDD

0'	1600'

3200'

DATE: March 17, 2021
Exhibit 7 - Summary of Probable Cost											
	Brentwood Townhomes	Cascades Single Family	Wynnstone Single Family								

Infrastructure	Phase 1
 (226 Lots)

2021-2023	Phase 2
 (124 Lots)

2023-2024	Phase 3
 (122 Lots)

2023-2024	Phase 4/5
 (290 Lots)

2024-2025	Phase 1 (597 Lots)

2021-2024	Phase 2 (74 Lots)

2021-2024	Phase 3 (344 Lots)

2023-2025	Phase 1 (503 Lots)

2024-2025	Phase 2 (233 Lots)

2025-2026	Total (2,513 Lots)	
Assessment Area	1	2	2	3	1	1	2	3	4		

Offsite Improvements(1)(5)(7)(11)	

$970,000	

$200,000	

$0	

$250,000	

$4,000,000	

$500,000	

$800,000	

$2,500,000	

$1,562,500	

$10,782,500	
Stormwater Management (1)(2)(3)(5)(6)(7)	
$1,284,390	
$1,103,340	
$1,461,713	
$4,482,699	
$2,835,625	
$450,000	
$3,837,500	
$1,300,000	
$2,578,125	
$19,333,391	

Utilities (Water, Sewer, & Street Lighting) (1) (5)(7) (9)(11)	

$1,169,820	

$1,004,920	

$1,331,325	

$4,082,835	

$2,731,250	

$450,000	

$3,637,500	

$1,265,000	

$2,515,625	

$18,188,275	
Roadway (1)(4)(5)(7)	$560,790	$481,740	$638,213	$1,957,234	$1,365,625	$265,000	$2,166,125	$560,000	$1,500,000	$9,494,726	
Entry Feature (1)(7)(8)911)	
$100,000	
$0	
$200,000	
$125,000	
$750,000	
$0	
$250,000	
$250,000	
$156,250	
$1,831,250	
Parks and Amenities (1)(7)(11)	$1,000,000	$0	$0	$1,250,000	$1,750,000	$0	$750,000	$1,000,000	$312,500	$6,062,500	
Contingency(11)	$565,000	$310,000	$381,250	$1,020,000	$1,492,500	$185,000	$1,600,000	$750,000	$250,000	$6,553,750	
TOTAL	$5,650,000	$3,100,000	$4,012,500	$13,167,768	$14,925,000	$1,850,000	$13,041,125	$7,625,000	$8,875,000	$72,246,393	

Notes:
Infrastructure consists of public roadway improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and public neighborhood parks, all of which will be located on land owned by or subject to a permanent easement in favor of the District or another governmental entity.
Excludes grading of each lot in conjunction with home construction, which will be provided by home builder.
Includes Stormwater pond excavation. Does not include the cost of transportation of fill for use of private lots.
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.
Includes subdivision infrastructure and civil/site engineering.
Stormwater does not include grading associated with building pads.
Estimates are based on 2023 cost.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with Duke Energy for the streetlight poles and lighting service. Includes only the incremental cost of undergrounding.
Estimates based on 2,513 lots.
The costs associated with the infrastructure are a master cost and is effectively shared by the entire project (All phases).
Exhibit 8
Summary of Proposed District Facilities

District Infrastructure	Construction	Ownership	Capital Financing*	Operation and Maintenance	
Entry Feature & Signage	District	District	District Bonds	District	
Stormwater Facilities	District	District	District Bonds	District	
Lift Stations/Water/Sewer	District	Polk County****	District Bonds	Polk County****	
Street Lighting/Conduit	District	Duke/District**	District Bonds	Duke/District***	
Road Construction	District	District	District Bonds	District	
Parks & Amenities	District	District	District Bonds	District	
Offsite Improvements	District	Polk County	District Bonds	Polk County	

*Costs not funded by bonds will be funded by the developer
** District will fund incremental cost of undergrounding of electrical conduit
***District will fund street lighting maintenance services with funds other than tax-exempt bonds
**** Haines City will own and maintain the water and sewer infrastructure for the 46 lots in the Southeast corner of the District.

									DESCRIPTION	
									BY	
									DATE	
									NO.	

															

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

BRENTWOOD PHASE 3

D

BRENTWOOD PHASE 2
SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY
DATE

MJB RM
 RM	 03/22/21
TITLE

BRENTWOOD

A
PROJECT NO.

50137547

2 OF 4

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

D

SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY

MJB RM
  RM	

A	CASCADES PHASE 1 - LOT SUMMARY

PROJECT NO.

50137547

3 OF 4

1	2	4	5

Dewberry Engineers Inc.
800 NORTH MAGNOLIA AVENUE SUITE 1000
ORLANDO, FLORIDA 32804
PHONE: 407.843.5120 ENGINEERING BUSINESS - 8794
E

D

RL-1
SEAL

KEY PLAN

C

SCALE	NORTH

B
NO.

DATE

BY	DESCRIPTION

125
REVISIONS

DRAWN BY
APPROVED BY CHECKED BY
DATE TITLE

MJB RM
 RM	 03/22/21
344

A	CASCADES PHASE 3 - LOT SUMMARY
CASCADES PHASES
2 & 3
PROJECT NO.	50137547

219

219
125

125
344

344

4 OF 4

Section XI

Section A

Prepared By and Return To Lauren Gentry, Esq.
Kilinski I Van Wyk PLLC
517 E. College Avenue Tallahassee, Florida 32301
INSTR# 2024014198
BK 12977 Pgs 1989-1995 PG(s)7 01/19/202411:30:35AM
STACY M. BUTTERFIELD,
CLERK OF COURT POLK COUNTY RECORDING FEES 61.00

TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT (BRENTWOOD PHASE 2 AND 3}

THIS TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT
("Agreement") is made and entered into this 12thday of January 2024, by and between GLK REAL
ESTATE, LLC, a Florida limited liability company, whose address is 346 E. Central Avenue, Winter Haven, Florida ("Grantor") in favor of WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services Central Florida, LLC, 219 E. Livingston St., Orlando, Florida 32801 ("Grantee" or the "District") (Grantor and Grantee are sometimes together referred to herein as the "Parties", and separately as the "Party").

WITNESSETH:

WHEREAS, Grantor is the owner in fee simple of certain real property located in the District, identified as Brentwood Phase 2 and 3, being more particularly described on Exhibit "A,, attached hereto, and by this reference incorporated herein (the "Easement Area"); and

WHEREAS, Grantee intends to complete within the Easement Area, the design, installation and construction of roadway improvements, water, stonnwater management facilities, sanitary sewer utilities, signage, neighborhood parks and recreational facilities, and other such improvements as authorized by law, (collectively, the "Improvements"); and

WHEREAS, Grantor desires to grant to Grantee a temporary, non-exclusive construction and access easement on, upon, over, under, across, and through the Easement Area for the sole purpose of constructing the Improvements, until either construction of the Improvements is completed or the Grantee acquires the Easement Area, whichever occurs first.

NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) in hand paid by the Grantee to the Grantor, the mutual covenants and agreements herein set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the Parties, the Parties do hereby agree as follows:

Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Temporary Construction Easement. Grantor does hereby grant, bargain, sell and convey to Grantee a temporary, non-exclusive easement on, upon, over, under, across and through the Easement Area for access, ingress, egress and to allow Grantee to complete the design, construction and installation of the hnprovements (collectively, the "Easement").
Term of Easement. Upon the earlier of (i) the completion of all Improvements and the acceptance of such by the District's Board of Supervisors, or (ii) recordation of a release of the Easement in the Public Records of Polk County, Florida, then this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area. Alternatively, (iii) upon recordation of a plat, this Agreement shall partially and automatically terminate and be extinguished over the platted residential lots ("Lots"), and all rights in the Easement upon such Lots granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Lots in the Easement Area. Upon termination of this Agreement, as provided herein, and upon request by Grantor, Grantee shall promptly execute and deliver to Grantor a document in recordable form confirming termination of this Agreement and the Easement granted herein. Should the Grantee acquire the Easement Area from the Grantor prior to the occurrence of events (i), (ii) and (iii) enumerated herein, this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately vest in the Grantee, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area.

Insurance and Indemnity. Grantee and/or any contractors performing work for Grantee on the Easement Area, shall at all times maintain general public liability insurance to afford protection against any and all claims for personal injury, death or property damage arising directly or indirectly out of the exercise of the rights and privileges granted. Said insurance maintained by any contractors performing work for Grantee on the Easement Area shall be issued by solvent, reputable insurance companies authorized to do business in the State of Florida, naming Grantee and Grantor as insured, as their interests may appear, in a combined-single limit of not less than $1,000,000.00 with respect to bodily injury or death and property damage. Said insurance shall also be primary, and not contributory, as to any insurance coverage maintained by Grantor. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, Grantee hereby agrees to indemnify and hold harmless Grantor from and against any and all liability arising out of Grantee's construction activities within the Easement Area.

Obligations of Grantor and Grantee. The Parties acknowledge and agree that any rights granted hereunder shall be exercised by the Parties only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, permits and approvals, and any future modifications or amendments thereto. The Parties covenant and agree that neither party shall discharge into or within the Easement Area, any hazardous or toxic materials or substances, any pollutants, or any other substances or materials prohibited or regulated under any federal, state or local law, ordinance, rule, regulations or permit, except in accordance with such laws, ordinances, rules, regulations and permits. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, each Party hereby agrees to indemnify and hold harmless the other Party from and against any and all liability arising out of such Party's breach of any provision of this Agreement, including, without limitation, the matters set forth in this paragraph.

Beneficiaries of Easement Rights. The Easement set forth in this Agreement shall be for the sole benefit and use of Grantee, its successors and assigns, and Grantee's agents, employees, consultants, representatives, contractors and providers of emergency services and utility services.

Amendments and Waivers. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the Parties and recorded in the Public Records of Polk County, Florida. No delay or omission of any Party in the exercise of any right accruing upon any default of any Party shall impair
such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by any Party of a breach of, or a default in, any of the terms and conditions of this Agreement by any other Party shall not be construed to be a waiver of any subsequent breach of or default in the same or any other provision of this Agreement. No breach of the provisions of this Agreement shall entitle any Party to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any Party may have by reason of any breach of the provisions of this Agreement.

Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given (i) three (3) days after depositing with the United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery occurs prior to 5:00 pm, E.S.T. or E.D.T., as applicable), to the address listed above or to such other address as either Party may from time to time designate by written notice in accordance with this paragraph.

Use of Easement Area. It is acknowledged and agreed that the Easement granted under this Agreement is not an exclusive easement and that Grantor shall have the right to use and enjoy the Easement Area in any manner not inconsistent with the easement rights created herein, and grant others the right to do so.

Liens. Grantee shall not permit (and shall promptly satisfy or bond) any construction, mechanic's lien or encumbrance against the Easement Area in connection with the exercise of rights hereunder.

Effective Date. The Effective Date of the Agreement shall be the last day that this Agreement is signed by either Party.

Miscellaneous. This Agreement contains the entire understanding of the Parties with respect to the matters set forth herein and no other agreement, oral or written, not set forth herein, nor any course of dealings of the Parties, shall be deemed to alter or affect the terms and conditions set forth herein. If any provision of this Agreement, or portion thereof, or the application thereof to any person or circumstances, shall, to the extent be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any proceeding brought hereunder shall be Polk County, Florida. In the event of any dispute hereunder or of any action to interpret or enforce this Agreement, any provision hereof or any matter arising herefrom, the predominantly prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses, whether suit be brought or not, and whether in settlement, in any declaratory action, at trial or on appeal. The section headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. Where the sense of this Agreement requires, any reference to a term in the singular shall be deemed to include the plural of said term, and any reference to a term in the plural shall be deemed to include the singular of said term. Nothing in this Agreement shall be construed to make the Parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations of the other. This Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. Time is of the essence of this Agreement. This Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. The rights, privileges
and Easement granted and conveyed hereunder shall be a burden upon the Easement Area and shall exist for the benefit of and run with title to the Easement Area.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first written above.

"GRANTOR"

WITNESSES:	GLK REAL ESTATE, LLC, a Florida limited

STATE OF FLO		 COUNTY OF	D

The foregoing instnmient was acknowledged before me by means ofphysical presence or D online notarization this li: y of January 2024, by Lauren 0. Schwenk, as Manager of GLK Real Estate, LLC, on behalf of the company.

(Offic"
Name: 		....,.,.-.1.11,1L4..::ll r-P"--PLl4------
Personally Known 	 _.	 _
OR Produced Identification 	 _
Type of Identification 	 _
"GRANTEE"

Signed, sealed and delivered in the presence of:

W,a tu: W.»e.t\ £L 3 3880

STATE OF FLORIDA COUNTY OF POLK
WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT
DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes

Chairperson, Board of Supervisors

The foregoing ins ent was acknowledged before me by means of J;f physical presence or D online notarization this  day of January 2024, by Warren K. (Rennie) Heath II, as Chairperson of the Board of Supervisors of the Westside Haines City Community Development District.

Name: 	._,... ,....._ --\-'- 4---"'	._...-----
Personally Known----+----------- OR Produced Identification 	 _
Type of Identification 	 _
Exhibit A

BRENTWOODPHASE2AND3
lEGAl QFSCRIPTlQN·

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.':iA 1 £t..S7 L",•I ...a v,':.iT.4t;{.,r..· r:.- .Z..:J.f i r.:.tT 7'",; Ttf.t F VT ,Jf' .:.: '/,\!/',".'·,

SECTION 8
Prepared By and Return To

Lauren Gentry, Esq. Kilinski I Van Wyk PLLC 517 E. College Avenue
Tallahassee, Florida 32301

TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT (BRENTWOOD PHASE 4 AND 5)

THIS TEMPORARY CONSTRUCTION  AND ACCESS EASEMENT AGREEMENT
("Agreement") is made and entered into this22_nd day of January 2024, by and between GLK REAL
ESTATE, LLC, a Florida limited liability company, whose address is 346 E. Central Avenue, Winter Haven, Florida ("Grantor") in favor of WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services Central Florida, LLC, 219 E. Livingston St., Orlando, Florida 3280 I ("Grantee" or the "District") (Grantor and Grantee are sometimes together referred to herein as the "Parties", and separately as the "Party").

WITNESSETH:

WHEREAS, Grantor is the owner in fee simple of certain real property located in the District, identified as Brentwood Phase 4 and 5, being more particularly described on Exhibit "A" attached hereto, and by this reference incorporated herein (the "Easement Area"); and

WHEREAS, Grantee intends to complete within the Easement Area, the design, installation and construction of roadway improvements, water, stormwater management facilities, sanitary sewer utilities, signage, neighborhood parks and recreational facilities, and other such improvements as authorized by law, (collectively, the "Improvements"); and

WHEREAS, Grantor desires to grant to Grantee a temporary, non-exclusive construction and access easement on, upon, over, under, across, and through the Easement Area for the sole purpose of constrncting the Improvements, until either construction of the Improvements is completed or the Grantee acquires the Easement Area, whichever occurs first.

NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) in hand paid by the Grantee to the Grantor, the mutual covenants and agreements herein set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the Parties, the Parties do hereby agree as follows:

Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Temporary Construction Easement. Grantor does hereby grant, bargain, sell and convey to Grantee a temporary, non-exclusive easement on, upon, over, under, across and through the Easement Area for access, ingress, egress and to allow Grantee to complete the design, construction and installation of the Improvements (collectively, the "Easement").
Term of Easement. Upon the earlier of (i) the completion of all Improvements and the acceptance of such by the District's Board of Supervisors, or (ii) recordation of a release of the Easement in the Public Records of Polk County, Florida, then this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area. Alternatively, (iii) upon recordation of a plat, this Agreement shall partially and automatically terminate and be extinguished over the platted residential lots ("Lots"), and all rights in the Easement upon such Lots granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Lots in the Easement Area. Upon termination of this Agreement, as provided herein, and upon request by Grantor, Grantee shall promptly execute and deliver to Grantor a document in recordable form confirming termination of this Agreement and the Easement granted herein. Should the Grantee acquire the Easement Area from the Grantor prior to the occurrence of events (i), (ii) and (iii) enumerated herein, this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately vest in the Grantee, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area.

Insurance and Indemnity. Grantee and/or any contractors perfonning work for Grantee on the Easement Area, shall at all times maintain general public liability insurance to afford protection against any and all claims for personal injury, death or property damage arising directly or indirectly out of the exercise of the rights and privileges granted. Said insurance maintained by any contractors performing work for Grantee on the Easement Area shall be issued by solvent, reputable insurance companies authorized to do business in the State of Florida, naming Grantee and Grantor as insured, as their interests may appear, in a combined-single limit of not less than $1,000,000.00 with respect to bodily injury or death and property damage. Said insurance shall also be primary, and not contributory, as to any insurance coverage maintained by Grantor. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, Grantee hereby agrees to indemnify and hold harmless Grantor from and against any and all liability arising out of Grantee's construction activities within the Easement Area.

Obligations of Grantor and Grantee. The Parties acknowledge and agree that any rights granted hereunder shall be exercised by the Parties only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, permits and approvals, and any future modifications or amendments thereto. The Parties covenant and agree that neither party shall discharge into or within the Easement Area, any hazardous or toxic materials or substances, any pollutants, or any other substances or materials prohibited or regulated under any federal, state or local law, ordinance, rule, regulations or permit, except in accordance with such laws, ordinances, rules, regulations and permits. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, each Party hereby agrees to indemnify and hold hannless the other Party from and against any and all liability arising out of such Party's breach of any provision of this Agreement, including, without limitation, the matters set forth in this paragraph.

Beneficiaries of Easement Rights. The Easement set forth in this Agreement shall be for the sole benefit and use of Grantee, its successors and assigns, and Grantee's agents, employees, consultants, representatives, contractors and providers of emergency services and utility services.

Amendments and Waivers. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the Parties and recorded in the Public Records of Polk County, Florida. No delay or omission of any Party in the exercise of any right accruing upon any default of any Party shall impair
such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by any Party of a breach of, or a default in, any of the terms and conditions of this Agreement by any other Party shall not be construed to be a waiver of any subsequent breach of or default in the same or any other provision of this Agreement. No breach of the provisions of this Agreement shall entitle any Party to cancel, rescind or otherwise tenninate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any Party may have by reason of any breach of the provisions of this Agreement.

Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given (i) three (3) days after depositing with the United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery occurs prior to 5:00 pm, E.S.T. or E.D.T., as applicable), to the address listed above or to such other address as either Party may from time to time designate by written notice in accordance with this paragraph.

Use of Easement Area. It is acknowledged and agreed that the Easement granted under this Agreement is not an exclusive easement and that Grantor shall have the right to use and enjoy the Easement Area in any manner not inconsistent with the easement rights created herein, and grant others the right to do so.

Liens. Grantee shall not pennit (and shall promptly satisfy or bond) any construction, mechanic's lien or encumbrance against the Easement Area in connection with the exercise of rights hereunder.

Effective Date. The Effective Date of the Agreement shall be the l st day that this Agreement is signed by either Party.

Miscellaneous. This Agreement contains the entire understanding of the Parties with respect to the matters set forth herein and no other agreement, oral or written, not set forth herein, nor any course of dealings of the Parties, shall be deemed to alter or affect the terms and conditions set forth herein. If any provision of this Agreement, or portion thereof, or the application thereof to any person or circumstances, shall, to the extent be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent pennitted by law. This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any proceeding brought hereunder shall be Polk County, Florida. In the event of any dispute hereunder or of any action to interpret or enforce this Agreement, any provision hereof or any matter arising herefrom, the predominantly prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses, whether suit be brought or not, and whether in settlement, in any declaratory action, at trial or on appeal. The section headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. Where the sense of this Agreement requires, any reference to a tenn in the singular shall be deemed to include the plural of said term, and any reference to a term in the plural shall be deemed to include the singular of said tenn. Nothing in this Agreement shall be construed to make the Parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations of the other. This Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. Time is of the essence of this Agreement. This Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. The rights, privileges
and Easement granted and conveyed hereunder shall be a burden upon the Easement Area and shall exist for the benefit of and run with title to the Easement Area.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first written above.

"GRANTOR"

WITNESSES:	GLK RE	E, LLC, a Florida limited

STATE OF FLORIDA COUNTYOF	1)0\K

The foregoing instrubf,ent was acknowledged before me by means of i'5 physical presence or D online notarization this   day of January 2024, by Lauren 0. Schwenk, \ Manager of GLK Real Estate, LLC, on behalf of the company.

(Official Notary Sig:pturf eal) Name:	 fl\ (!Lf
Personally Known	,..	7 	
OR Produced ldentificatio, 	 _
Type of Identification 	 _
"GRANTEE"

Signed, sealed and delivered in the presence of:
WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT
DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes

Chairperson, Board of Supervisors

Address:  '3'-f(:,  (o'1fral A e.,
\,, l Ia±c.C \-\ilue,1c f' L 3 3g:g[)

STATE OF FLORIDA COUNTY OF POLK

The foregoing in_stljment was acknowledged before me by means o/ physical presence or D online notarization this ay of January 2024, by Warren K. (Rennie) Heath II, as Chairperson of the Board of Supervisors of the Westside Haines City Community Development District.

Personally Known ------------ OR Produced Identification 	_
Type of Identification 	 _
Exhibit A

BRENTWOOD PHASE 4 AND 5

Section C
Prepared By and Return To

Lauren Gentry, Esq. Kilinski I Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301

TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT (WYNNSTONE PHASE 1 AND 2)

THIS TEMPORARY CONSTRUCTION  AND ACCESS EASEMENT AGREEMENT
("Agreement") is made and entered into thi2s2_ndday of January, 2024, by and between GLK REAL ESTATE, LLC, a Florida limited liability company, an owner of certain lands within the District, with a mailing address of 346 E. Central Avenue. Winter Haven, Florida 33880 ("Grantor") in favor of WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­
purpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services Central Florida, LLC, 219 E. Livingston St., Orlando, Florida 3280 I ("Grantee" or the "District") (Grantor and Grantee are sometimes together referred to herein as the "Parties", and separately as the "Party").

WITNESSETH:

WHEREAS, Grantor is the owner in fee simple of ce1tain real property located in the District, identified as Wynnstone Phase 1 and 2, being more particularly described on Exhibit "A" attached hereto, and by this reference incorporated herein (the "Easement Area"); and

WHEREAS, Grantee intends to complete within the Easement Area, the design, installation and construction of roadway improvements, water, stormwater management facilities, sanitary sewer utilities, signage, neighborhood parks and recreational facilities, and other such improvements as authorized by law, (collectively, the "Improvements"); and

WHEREAS, Grantor desires to grant to Grantee a temporary, non-exclusive construction and access easement on, upon, over, under, across, and through the Easement Area for the sole purpose of constructing the Improvements, until either construction of the Improvements is completed or the Grantee acquires the Easement Area, whichever occurs first.

NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) in hand paid by the Grantee to the Grantor, the mutual covenants and agreements herein set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the Parties, the Parties do hereby agree as follows:

Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Temporary Construction Easement.	Grantor does hereby grant, bargain, sell and convey to Grantee a temporary, non-exclusive easement on, upon, over, under, across and through the
Easement Area for access, ingress, egress and to allow Grantee to complete the design, construction and installation of the Improvements (collectively, the "Easement").

Term of Easement. Upon the earlier of (i) the completion of all Improvements and the acceptance of such by the District's Board of Supervisors, or (ii) recordation of a release of the Easement in the Public Records of Polk County, Florida, then this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area. Alternatively, (iii) upon recordation of a plat, this Agreement shall partially and automatically terminate and be extinguished over the platted residential lots ("Lots"), and all rights in the Easement upon such Lots granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Lots in the Easement Area. Upon tennination of this Agreement, as provided herein, and upon request by Grantor, Grantee shall promptly execute and deliver to Grantor a document in recordable form confirming termination of this Agreement and the Easement granted herein. Should the Grantee acquire the Easement Area from the Grantor prior to the occurrence of events (i), (ii) and (iii) enumerated herein, this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately vest in the Grantee, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area.

Insurance and Indemnity. Grantee and/or any contractors perfonning work for Grantee on the Easement Area, shall at all times maintain general public liability insurance to afford protection against any and all claims for personal injury, death or property damage arising directly or indirectly out of the exercise of the rights and privileges granted. Said insurance maintained by any contractors performing work for Grantee on·the Easement Area shall be issued by solvent, reputable insurance companies authorized to do business in the State of Florida, naming Grantee and Grantor as insured, as their interests may appear, in a combined-single limit of not less than $1,000,000.00 with respect to bodily injury or death and property damage. Said insurance shall also be primary, and not contributory, as to any insurance coverage maintained by Grantor. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, Grantee hereby agrees to indemnify and hold harmless Grantor from and against any and all liability arising out of Grantee's construction activities within the Easement Area.

Obligations of Grantor and Grantee. The Parties acknowledge and agree that any rights granted hereunder shall be exercised by the Parties only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, permits and approvals, and any future modifications or amendments thereto. The Parties covenant and agree that neither party shall discharge into or within the Easement Area, any hazardous or toxic materials or substances, any pollutants, or any other substances or materials prohibited or regulated under any federal, state or local law, ordinance, rule, regulations or permit, except in accordance with such laws, ordinances, rules, regulations and permits. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, each Party hereby agrees to indemnify and hold harmless the other Party from and against any and all liability arising out of such Party's breach of any provision of this Agreement, including, without limitation, the matters set forth in this paragraph.

Beneficiaries of Easement Rights. The Easement set forth in this Agreement shall be for the sole benefit and use of Grantee, its successors and assigns, and Grantee's agents, employees, consultants, representatives, contractors and providers of emergency services and utility services.
Amendments and Waivers. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the Parties and recorded in the Public Records of Polk County, Florida. No delay or omission of any Party in the exercise of any right accruing upon any default of any Party shall impair such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by any Party of a breach of, or a default in, any of the terms and conditions of this Agreement by any other Party shall not be construed to be a waiver of any subsequent breach of or default in the same or any other provision of this Agreement. No breach of the provisions of this Agreement shall entitle any Party to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any Party may have by reason of any breach of the provisions of this Agreement.

Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given (i) three (3) days after depositing with the United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery occurs prior to 5:00 pm, E.S.T. or E.D.T., as applicable), to the address listed above or to such other address as either Party may from time to time designate by written notice in accordance with this paragraph.

Use of Easement Area. It is acknowledged and agreed that the Easement granted under this Agreement is not an exclusive easement and that Grantor shall have the right to use and enjoy the Easement Area in any manner not inconsistent with the easement rights created herein, and grant others the right to do so.

Liens. Grantee shall not permit (and shall promptly satisfy or bond) any construction, mechanic's lien or encumbrance against the Easement Area in connection with the exercise of rights hereunder.

Effective Date. The Effective Date of the Agreement shall be the last day that this Agreement is signed by either Party.

Miscellaneous. This Agreement contains the entire understanding of the Parties with respect to the matters set forth herein and no other agreement, oral or written, not set forth herein, nor any course of dealings of the Parties, shall be deemed to alter or affect the terms and conditions set forth herein. If any provision of this Agreement, or portion thereof, or the application thereof to any person or circumstances, shall, to the extent be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any proceeding brought hereunder shall be Polk County, Florida. In the event of any dispute hereunder or of any action to interpret or enforce this Agreement, any provision hereof or any matter arising herefrom, the predominantly prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses, whether suit be brought or not, and whether in settlement, in any declaratory action, at trial or on appeal. The section headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. Where the sense of this Agreement requires, any reference to a term in the singular shall be deemed to include the plural of said term, and any reference to a term in the plural shall be deemed to include the singular of said term. Nothing in this Agreement shall be construed to make the Parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations of the other. This Agreement may be executed in counterparts,
each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. Time is of the essence of this Agreement. This Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. The rights, privileges and Easement granted and conveyed hereunder shall be a burden upon the Easement Area and shall exist for the benefit of and mn with title to the Easement Area.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first written above.
"GRANTOR"

WITNESSES:	GLK REAL ESTATE, LLC, a Florida limited

STATE OF FLORI9y		\ COUNTYOF	O

The foregoing instru!ient was acknowledged before me by means of ,;(',Physical presence or D online notarization this-llay of January, 2024 by Lauren 0. Schwenk, as Manager of GLK Real Estate, LLC, on behalf of the company.

Name: -----¥'-'-q-<.ac..;..i_-	.........p..,l	-----
Personally Known	.	_
 	
OR Produced Identification 	_
Type of Identification 	 _
"GRANTEE"

Signed, sealed and delivered in the presence of:
WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT
DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes

STATE OF FLORIDA COUNTY OF POLK
	pmLsorn

The foregoing l11.s£r:sment was acknowledged before me by means of O physical presence or 0 online notarization thisM_ 'aaa•y of January, 2024, by Warren K. "Rennie" Heath II, as Chairperson of the Board of Supervisors of the Westside Haines City Community Development District.

Name::....L.J= -=+>..,p,.<--.c....::::........:c...=.L.:..	 _
Personally Known ------------- OR Produced Identification 	
Type of Identification 	 _
Exhibit A Wynnstone Phase 1 and 2

Section D
Prepared By and Return To

Lauren Gentry, Esq. Kilinski I Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301

TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT (CASCADES PHASE 3)

THIS TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT
("Agreement") is made and entered into thi2s2_ndday of January, 2024, by and between GLK REAL ESTATE, LLC, a Florida limited liability company, an owner of certain lands within the District, with a
mailing address of 346 E. Central Avenue, Winter Haven, Florida 33880 ("Grantor") in favor of
WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­
purpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services Central Florida, LLC, 219 E. Livingston St., Orlando, Florida 32801 ("Grantee" or the "District") (Grantor and Grantee are sometimes together referred to herein as the "Parties", and separately as the "Party").

WITNESSETH:

WHEREAS, Grantor is the owner in fee simple of certain real property located in the District, identified as Cascades Phase 3, being more particularly described on Exhibit "A" attached hereto, and by this reference incorporated herein (the "Easement Area"); and

WHEREAS, Grantee intends to complete within the Easement Area, the design, installation and construction of roadway improvements, water, stormwater management facilities, sanitary sewer utilities, signage, neighborhood parks and recreational facilities, and other such improvements as authorized by law, (collectively, the "Improvements"); and

WHEREAS, Grantor desires to grant to Grantee a temporary, non-exclusive construction and access easement on, upon, over, under, across, and through the Easement Area for the sole purpose of constructing the Improvements, until either construction of the Improvements is completed or the Grantee acquires the Easement Area, whichever occurs first.

NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) in hand paid by the Grantee to the Grantor, the mutual covenants and agreements herein set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the Parties, the Parties do hereby agree as follows:

Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Temporary Construction Easement.	Grantor does hereby grant, bargain, sell and convey to Grantee a temporary, non-exclusive easement on, upon, over, under, across and through the
Easement Area for access, ingress, egress and to allow Grantee to complete the design, construction and installation of the Improvements (collectively, the "Easement").

Term of Easement. Upon the earlier of (i) the completion of all Improvements and the acceptance of such by the District's Board of Supervisors, or (ii) recordation of a release of the Easement in the Public Records of Polk County, Florida, then this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area. Alternatively, (iii) upon recordation of a plat, this Agreement shall partially and automatically terminate and be extinguished over the platted residential lots ("Lots"), and all rights in the Easement upon such Lots granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Lots in the Easement Area. Upon tennination of this Agreement, as provided herein, and upon request by Granter, Grantee shall promptly execute and deliver to Grantor a document in recordable form confirming tennination of this Agreement and the Easement granted herein. Should the Grantee acquire the Easement Area from the Grantor prior to the occurrence of events (i), (ii) and (iii) enumerated herein, this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately vest in the Grantee, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area.

Insurance and Indemnity. Grantee and/or any contractors performing work for Grantee on the Easement Area, shall at all times maintain general public liability insurance to afford protection against any and all claims for personal injury, death or property damage arising directly or indirectly out of the exercise of the rights and privileges granted. Said insurance maintained by any contractors performing work for Grantee on the Easement Area shall be issued by solvent, reputable insurance companies authorized to do business in the State of Florida, naming Grantee and Granter as insured, as their interests may appear, in a combined-single limit of not less than $1,000,000.00 with respect to bodily injury or death and property damage. Said insurance shall also be primary, and not contributory, as to any insurance coverage maintained by Grantor. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, Grantee hereby agrees to indemnify and hold harmless Grantor from and against any and all liability arising out of Grantee's construction activities within the Easement Area.

Obligations of Grantor and Grantee. The Parties acknowledge and agree that any rights granted hereunder shall be exercised by the Parties only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, permits and approvals, and any future modifications or amendments thereto. The Parties covenant and agree that neither party shall discharge into or within the Easement Area, any hazardous or toxic materials or substances, any pollutants, or any other substances or materials prohibited or regulated under any federal, state or local law, ordinance, rule, regulations or permit, except in accordance with such laws, ordinances, rules, regulations and permits. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, each Party hereby agrees to indemnify and hold hannless the other Party from and against any and all liability arising out of such Party's breach of any provision of this Agreement, including, without limitation, the matters set forth in this paragraph.

Beneficiaries of Easement Rights. The Easement set forth in this Agreement shall be for the sole benefit and use of Grantee, its successors and assigns, and Grantee's agents, employees, consultants, representatives, contractors and providers of emergency services and utility services.
Amendments and Waivers. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the Parties and recorded in the Public Records of Polk County, Florida. No delay or omission of any Party in the exercise of any right accruing upon any default of any Party shall impair such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by any Party of a breach of, or a default in, any of the terms and conditions of this Agreement by any other Party shall not be construed to be a waiver of any subsequent breach of or default in the same or any other provision of this Agreement. No breach of the provisions of this Agreement shall entitle any Party to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any Party may have by reason of any breach of the provisions of this Agreement.

Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be deemed t.o have been duly given (i) three (3) days after depositing with the United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery occurs prior to 5:00 pm, E.S.T. or E.D.T., as applicable), to the address listed above or to such other address as either Party may from time to time designate by written notice in accordance with this paragraph.

Use of Easement Area. It is acknowledged and agreed that the Easement granted under this Agreement is not an exclusive easement and that Grantor shall have the right to use and enjoy the Easement Area in any manner not inconsistent with the easement rights created herein, and grant others the right to do so.

Liens. Grantee shall not pennit (and shall promptly satisfy or bond) any construction, mechanic's lien or encumbrance against the Easement Area in connection with the exercise of rights hereunder.

Effective Date. The Effective Date of the Agreement shall be the last day that this Agreement is signed by either Party.

Miscellaneous. This Agreement contains the entire understanding of the Parties with respect to the matters set forth herein and no other agreement, oral or written, not set forth herein, nor any course of dealings of the Parties, shall be deemed to alter or affect the terms and conditions set fmth herein. If any provision of this Agreement, or portion thereof, or the application thereof to any person or circumstances, shall, to the extent be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any proceeding brought hereunder shall be Polk County, Florida. In the event of any dispute hereunder or of any action to interpret or enforce this Agreement, any provision hereof or any matter arising herefrom, the predominantly prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses, whether suit be brought or not, and whether in settlement, in any declaratory action, at trial or on appeal. The section headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. Where the sense of this Agreement requires, any reference to a term in the singular shall be deemed to include the plural of said term, and any reference to a term in the plural shall be deemed to include the singular of said term. Nothing in this Agreement shall be construed to make the Parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations of the other. This Agreement may be executed in counterparts,
each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. Time is of the essence of this Agreement. This Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. The rights, privileges and Easement granted and conveyed hereunder shall be a burden upon the Easement Area and shall exist for the benefit of and run with title to the Easement Area.

fSIGNATURES CONTAINED ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first written above.

"GRANTOR"

WITNESSES:

STATE OF FLORJDP 	\ COUNTYOF	O		

The foregoing instrument was acknowledged before me by means of (physical presence or D online notarization this ay of January, 2024 by Lauren 0. Schwenk, as Manager of GLK Real Estate, LLC, on behalf of the company.

(Officia
Name: 		--,,..e..,.q_,"""--''--'i----++.(..L.l.?:,------
Personally Known----;----------- OR Produced Identification 	 _
Type of Identification 	_
"GRANTEE"

Signed, sealed and delivered in the presence of:
WESTSIDE HAINES CITY COMMUNITY DEVELOPMENT
DISTRICT, a local unit of special-purpose government established pursuant to Chapter

Print Name:-=--- '--'-'c	---------,.	­
Address: 		._..,_,---&.C ·--4.# ---'--'4---"----
	Vl)i	V' 1-f
Chairperson, Board of Supervisors

Print	ame:.=-'..,.L:.=---.L.,,,£..Ll.,1-4:----'-_.  ._	,._._,'-'--­
Address:  -----<._,_----'---''-«--=--'->..:L...LL.lW..C'-"-'L...L>oc=--
[,.J ,n+GC H-0.tU"\rEl 3ggzo

STATE OF FLORIDA COUNTY OF POLK

The foregoing inst ent was acknowledged before me by means of){ physical presence or 0 online notarization thist701idhy of January, 2024, by Warren K. "Rennie" Heath II, as Chairperson of the Board of Supervisors of the Westside Haines City Community Development District.

(Qffici	otary Sig r	 ea!)

Personally Known _Y, ------------ OR Produced Identification 		 _ Type of Identification 	 _
Exhibit A CASCADES PHASE 3

Section XII

Item will be provided under separate cover.

Section XIII

Section C

February 6th, 2024 Joel Blanco
Field Manager GMS
1	Westside Haines City CDD Field Management Report | GMS 2024

Pond Review

Westside Haines City CDD Field Management Report | GMS 2024

Erosion at Frontage FDC Grove Rd.

During a site review, severe erosion was found on the frontage area by the entrance on FDC Grove Rd./Waterfall Blvd.
Irrigation technicians verified that the cause is not irrigation related via irrigation break or ruptured sprinkler head.
This appears to be due to the force of the water coming off the sidewalk.
We are in the process

Westside Haines City CDD Field Management Report | GMS 2024

Section 1

1341 42nd Street, N.W. Winter Haven, Florida 33881 TELEPHONE: (863) 965-2881
FAX: 863-965-1052

Governmental Management Service - Central Florida 219 E. Livingston St.
Orlando, Fla. 32801

Phone: Joel

January 30, 2024
Office: 407-841-5524
Cell:	786-238-9473

Attention: Project:
Joel Blanco Cascades Haines City, Fla.
Iron systems for the irrigation wells

Quote for an iron system for each well at the Cascades development in Haines City, Fla. will include the following:
Chemical feed pump
35-gallon chemical tank Plastic pad Miscellaneous fittings
Iron chemicals 2 containers each are 2.5 gallons. Installation and start up.
Total for each system on the irrigation wells	$1,950.00

We can service the chemicals each month or how often it is needed. We have everything in stock to do this installation.

Sincerely,	/1
5--'2u:J,(·tJ
George W. Dunham

Authorization:----------------- Date: 	_

Section D

Section 1

Summary of Check Register

November 25, 2023 through January 23, 2024

Bank	Date	Check No.'s	Amount	

General Fund #2778				
	11/27/23	363-365	$	8,587.00	
	11/28/23	366	$	7,743.83	
	12/5/23	367-368	$	2,934.16	
	12/12/23	369-373	$	9,880.64	
	12/18/23	374	$	34,621.81	
	12/19/23	375	$	3,834.92	
	1/2/24	376-380	$	17,780.85	
	1/3/24	381	$	867,520.86	
	1/4/24	382-383	$	10,800.00	
	1/12/24	384-385	$	7,201.14	
			$	970,905.21	
General Fund #4367	
1/12/24	
1-3	
$	14,298.43	
	1/23/24	4	$	8,320.26	
			$	22,618.69	
		Total Amount	$	993,523.90	
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN	1/30/24	PAGE	1
*** CHECK DATES 11/25/2023 - 01/27/2024 ***	WESTSIDE HAINES GENERAL FUND
BANK A GENERAL FUND-#2778
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
11/27/23 00053 11/17/23 2332	202311 320-53800-47300	*	200.00
LIFT STATION MNTHLY CHECK
CONSTA FLOW INC	200.00 000363
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/27/23 00008 11/09/23 2361547	202310 310-51300-31100	*	115.00
ENGINEERING SVCS-REPORT
11/09/23 2368884- 202310 310-51300-31100	*	4,385.00
ENGINEERING SVCS-OCT23
DEWBERRY ENGINEERS, INC	4,500.00 000364
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/27/23 00017 11/07/23 7996	202310 310-51300-31500	*	3,887.00
ATTORNEY SVCS-OCT23
KILINSKI / VAN WYK, PLLC	3,887.00 000365
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/28/23 00054 10/24/23 224168-S 202309 320-53800-43200	*	2,688.91 POTABLE IR BIG SUR RD-SEP
11/17/23 224168-O 202310 320-53800-43200	*	5,054.92 POTABLE IR BIG SUR RD-OCT
POLK COUNTY UTILITIES DIVISION	7,743.83 000366
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12/05/23 00054 12/05/23 12052023 202312 320-53800-43200	*	400.00
WATER DEPOSIT
12/05/23 12052023 202312 320-53800-43200	*	55.00
APPLICATION FEE
POLK COUNTY UTILITIES DIVISION	455.00 000367
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12/05/23 00055 10/31/23 00059882 202310 310-51300-48000	*	871.78
LEGAL 1 COLUMN
10/31/23 00059882 202310 310-51300-48000	*	330.51
LEGAL 1 COLUMN
10/31/23 00059882 202310 310-51300-48000	*	237.44
NOT OF LANDOWNERS
10/31/23 00059882 202310 310-51300-48000	*	340.09
NOT OF BOS
11/30/23 00060623 202311 310-51300-48000	*	229.92
LEGAL 1 COLUMN
11/30/23 00060623 202311 310-51300-48000	*	469.42
NOT PARKING ENFORCEMENT
GANNETT MEDIA CORP DBA	2,479.16 000368
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12/12/23 00023 12/05/23 BH120520 202312 310-51300-11000	*	200.00
SUPERVISOR FEES-12/05/23
BOBBIE HENLEY	200.00 000369
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12/12/23 00034 12/05/23 EL120520 202312 310-51300-11000	*	200.00
SUPERVISOR FEES-12/05/23
ERIC LAVOIE	200.00 000370
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
WHCD WESTSIDE HAINE AGUZMAN
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN	1/30/24	PAGE	2
*** CHECK DATES 11/25/2023 - 01/27/2024 ***	WESTSIDE HAINES GENERAL FUND
BANK A GENERAL FUND-#2778
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS
51	202312 310-51300-34000
MANAGEMENT FEES-DEC23
51	202312 310-51300-35200
WEBSITE ADMIN-DEC23
51	202312 310-51300-35100
INFORMATION TECH-DEC23
51	202312 310-51300-31300
DISSEMINATION AGENT-DEC23
51	202312 310-51300-51000
OFFICE SUPPLIES-DEC23
51	202312 310-51300-42000
POSTAGE-DEC23
52	202312 330-53800-12000
FIELD MGMT-BRENTWOOD DEC
53	202312 320-53800-12000
FIELD MGMT-CASCADES DEC23
GOVERNMENTAL MANAGEMENT SERVICES	5,420.64 000371
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12/12/23 00049 10/01/23 10337	202310 330-53800-46200	*	3,860.00
LANDSCAPE MAINT-BW-OCT23
PRINCE & SONS INC.	3,860.00 000372
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12/12/23 00003 12/05/23 RH120520 202312 310-51300-11000	*	200.00
SUPERVISOR FEES-12/05/23
RENNIE HEATH	200.00 000373
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10042	202309 320-53800-46200	*	8,805.00
LANDSCAPE MAINT - SEP 23
10093	202309 320-53800-47300	*	231.08
IRRIATIONS REPAIRS-DRIP
10330	202310 320-53800-46200	*	8,805.00
LANDSCAPE MAINT - OCT 23
10427	202310 320-53800-47300	*	1,700.73
IRRIGATION REPAIRS-OCT23
10526	202310 320-53800-46300	*	2,415.00
TREE TRIMMING - OCT 23
10710	202311 320-53800-46200	*	8,805.00
LANDSCAPE MAINT CAS-NOV23
10710	202311 330-53800-46200	*	3,860.00
LANDSCAPE MAINT BW -NOV23
PRINCE & SONS INC.	34,621.81 000374
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12/19/23 00007 10/31/23 50	202310 320-53800-48000	*	3,834.92
SIGN/ENTRY CLEANUP-CASCAD
GOVERNMENTAL MANAGEMENT SERVICES	3,834.92 000375
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
WHCD WESTSIDE HAINE AGUZMAN
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN	1/30/24	PAGE	3
*** CHECK DATES 11/25/2023 - 01/27/2024 ***	WESTSIDE HAINES GENERAL FUND
BANK A GENERAL FUND-#2778
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
1/02/24 00053 12/15/23 2601	202312 320-53800-47300	*	200.00
LIFT STATION MAINT-DEC23
CONSTA FLOW INC	200.00 000376
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/02/24 00008 12/10/23 2373989- 202311 310-51300-31100	*	4,372.50
ENGINEERING SVCS-NOV23
DEWBERRY ENGINEERS, INC	4,372.50 000377
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/02/24 00007 11/30/23 55	202311 320-53800-48000	*	835.64
CUT & INSTALL NEW VALVES
GOVERNMENTAL MANAGEMENT SERVICES	835.64 000378
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/02/24 00017 10/09/23 7798	202309 310-51300-49100	*	3,175.03
BRENTWOOD PH 4/5 #BA1-17
KILINSKI / VAN WYK, PLLC	3,175.03 000379
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/02/24 00049 12/01/23 11052	202312 320-53800-46200	*	8,805.00
LANDSCAPE MAINT-DEC23
12/14/23 11082	202312 320-53800-47300	*	392.68
DRIP BREAK/REPLACE NOZZLE
PRINCE & SONS INC.	9,197.68 000380
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/03/24 00042	1/02/24 01022024 202401 300-20700-10000	*	867,520.86
ASSESSMENT TXFER - S2021
WESTSIDE HAINES CITY C/O US BANK	867,520.86 000381
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/04/24 00020 10/31/23 021852	202401 300-20700-10100	*	4,800.00
031 BW FR#48
ABSOLUTE ENGINEERING INC	4,800.00 000382
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/04/24 00019 10/16/23 1475	202401
031 BW FR#49
11/01/23 1476	202401
031 BW FR#49
GLK REAL ESTATE LLC	6,000.00 000383
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/12/24 00019 11/16/23 1477	202401
031 BW FR#50
12/01/23 1478	202401
031 BW FR#50
GLK REAL ESTATE LLC	6,000.00 000384
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/12/24 00027 12/11/23 35012	202401 300-20700-10100	*	1,201.14
031 BW FR#51
INNOVATIONS DESIGN GROUP	1,201.14 000385
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TOTAL FOR BANK A	970,905.21 WHCD WESTSIDE HAINE AGUZMAN
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN	1/30/24	PAGE	5
*** CHECK DATES 11/25/2023 - 01/27/2024 ***	WESTSIDE HAINES GENERAL FUND
BANK B GENERAL FUND-#4367
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
56	202401 310-51300-34000
MANAGEMENT FEES-JAN24
56	202401 310-51300-35200
WEBSITE MANAGEMENT-JAN24
56	202401 310-51300-35100
INFORMATION TECH-JAN24
56	202401 310-51300-31300
DISSEMINATION SVCS-JAN24
56	202401 310-51300-51000
OFFICE SUPPLIES-JAN24
56	202401 310-51300-42000
POSTAGE-JAN24
1/01/24 57	202401 330-53800-12000	*	625.00
FIELD MGMT BRENTWOOD JAN
1/01/24 58	202401 320-53800-12000	*	833.33
FIELD MGMT CASCADES JAN24
GOVERNMENTAL MANAGEMENT SERVICES	5,493.43 000001
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/12/24 00056 12/21/23 71250DEC 202312 320-53800-43200	*	765.39
2806 MASSEE RD HYDRNT DEC
12/21/23 71250DEC 202312 320-53800-43200	V	765.39-
2806 MASSEE RD HYDRNT DEC
HAINES CITY UTILITIES	.00 000002
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/12/24 00049	1/01/24 11223	202401 320-53800-46200	*	8,805.00
LANDSCAPE MAINT CAS-JAN24
PRINCE & SONS INC.	8,805.00 000003
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1/23/24 00017 12/16/23 8269	202311 310-51300-31500	*	4,572.70
ATTORNEY SVCS-NOV23
1/12/24 8508	202312 310-51300-31500	*	3,747.56
ATTORNEY SVCS-DEC23
KILINSKI / VAN WYK, PLLC	8,320.26 000004
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TOTAL FOR BANK B	22,618.69
TOTAL FOR REGISTER	993,523.90

WHCD WESTSIDE HAINE AGUZMAN

Section 2

Westside Haines City
Community Development District

Unaudited Financial Reporting
December 31, 2023

Table of Contents

1		Balance Sheet	

2-4	
	General Fund	

5	
	Capital Reserve Fund	

6	
	Series 2021 Debt Service Fund	

7	
	Series 2021 Capital Projects Fund	

8-10	
	Month to Month	

11	
	Long Term Debt Report	

12	
	Assessment Receipt Schedule	
Westside Haines City
Community Development District Combined Balance Sheet December 31, 2023

Assets:
Cash:
Operating Account	

$	2,106,508	

$	

-	

$	

-	

$	2,106,508			
Investments:									
Series 2021 Reserve	
$	
-	$	548,975	$	-	
$	548,975						
Revenue	$	-	$	72,921	$	-	$	72,921						
Construction - Cascades Phase 1 & 2	$	-	$	-	$	60,327	$	60,327						
Construction - Brentwood Phase 1	$	-	$	-	$	156	$	156						
Due From Developer	$	-	$	-	$	16,800	$	16,800						
Due From General Fund	$	-	$	867,521	$	-	$	867,521	
Total Assets	$	2,106,508	$	1,489,417	$	77,283	$	3,673,207							
Liabilities:
Accounts Payable	

$	26,101	$	-	$	-	

$	26,101							
Contracts Payable	$	-	$	-	$	18,184	$	18,184							
Due to Debt Service	$	867,521	$	-	$	-	$	867,521							
Total Liabilites	$	893,622	$	-	$	18,184	$	911,806							
Fund Balance:
Restricted for:
Debt Service - Series 2021	

$	-	$	1,489,417	$	-	

$	1,489,417							
Capital Projects - Series 2021	$	-	$	-	$	59,099	$	59,099							
Unassigned	$	1,212,886	$	-	$	-	$	1,212,886					
Total Fund Balances	$	1,212,886	$	1,489,417	$	59,099	$	2,761,402					
									
Total Liabilities & Fund Balance	$	2,106,508	$	1,489,417	$	77,283	$	3,673,207					
Westside Haines City
Community Development District General Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending December 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 12/31/23	Thru 12/31/23	Variance	

Revenues:					
Assessments - Tax Roll	$	762,450	$	602,299	$	602,299	$	-		
Developer Contributions	$	230,836	$	2,975	$	2,975	$	-		
Boundary Amendment Contributions	$	-	$	-	$	3,175	$	3,175		
Total Revenues	$	993,286	$	605,274	$	608,449	$	3,175	

Expenditures:					
General & Administrative:					
Supervisor Fees	$	12,000	$	3,000	$	3,400	$	(400)	
Engineering	$	15,000	$	3,750	$	8,873	$	(5,123)	
Attorney	$	25,000	$	6,250	$	12,207	$	(5,957)	
Annual Audit	$	5,500	$	-	$	-	$	-	
Assessment Administration	$	5,000	$	5,000	$	5,000	$	-	
Arbitrage	$	1,350	$	-	$	-	$	-	
Dissemination	$	7,000	$	1,750	$	1,250	$	500	
Trustee Fees	$	12,000	$	-	$	-	$	-	
Management Fees	$	38,955	$	9,739	$	9,739	$	-	
Information Technology	$	1,800	$	450	$	450	$	-	
Website Maintenance	$	1,200	$	300	$	300	$	-	
Postage & Delivery	$	1,000	$	250	$	121	$	129	
Insurance	$	5,913	$	5,913	$	5,785	$	128	
Copies	$	1,000	$	250	$	-	$	250	
Legal Advertising	$	10,000	$	2,500	$	2,479	$	21	
Other Current Charges	$	5,268	$	1,317	$	203	$	1,114	
Office Supplies	$	625	$	156	$	15	$	142	
Dues, Licenses & Subscriptions	$	175	$	175	$	175	$	-	
Total General & Administrative	$	148,786	$	40,800	$	49,996	$	(9,196)	
Westside Haines City
Community Development District General Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending December 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 12/31/23	Thru 12/31/23	Variance	

Operations & Maintenance
Cascades Expenditures					
Field Expenditures Property Insurance	
$	10,000	
$	-	
$	-	
$	-	
Field Management	$	10,000	$	2,500	$	2,500	$	-	
Landscape Maintenance	$	185,000	$	46,250	$	29,390	$	16,860	
Landscape Replacement	$	25,000	$	6,250	$	2,415	$	3,835	
Lake Maintenance	$	18,500	$	4,625	$	-	$	4,625	
Streetlights	$	15,000	$	3,750	$	7,577	$	(3,827)	
Electric	$	5,500	$	1,375	$	2,480	$	(1,105)	
Water & Sewer	$	8,000	$	2,000	$	6,730	$	(4,730)	
Sidewalk & Asphalt Maintenance	$	2,500	$	625	$	-	$	625	
Irrigation Repairs	$	10,000	$	2,500	$	2,493	$	7	
General Repairs & Maintenance	$	17,000	$	4,250	$	4,671	$	(421)	
Field Contingency	$	10,000	$	2,500	$	-	$	2,500	
Amenity Expenditures Amenity Staff	

$	30,000	

$	7,500	

$	-	

$	7,500	
Amenity - Electric	$	12,000	$	3,000	$	-	$	3,000	
Amenity - Water	$	10,000	$	2,500	$	-	$	2,500	
Playground Lease	$	35,000	$	8,750	$	-	$	8,750	
Fitness Equipment Lease	$	35,000	$	8,750	$	-	$	8,750	
Internet	$	3,000	$	750	$	-	$	750	
Pest Control	$	1,500	$	375	$	-	$	375	
Janitorial Service	$	20,500	$	5,125	$	-	$	5,125	
Security Services	$	25,000	$	6,250	$	-	$	6,250	
Pool Maintenance	$	36,000	$	9,000	$	-	$	9,000	
Amenity Repairs & Maintenance	$	15,000	$	3,750	$	-	$	3,750	
Amenity Access Management	$	2,500	$	625	$	-	$	625	
Amenity Contingency	$	12,000	$	3,000	$	-	$	3,000	
Capital Reserve	$	5,000	$	1,250	$	-	$	1,250	
Subtotal Cascades Expenditures	$	559,000	$	137,250	$	58,255	$	78,995	
Westside Haines City
Community Development District General Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending December 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 12/31/23	Thru 12/31/23	Variance	

Brentwood Expenditures					
Field Expenditures Property Insurance	
$	8,000	
$	-	
$	-	
$	-	
Field Management	$	7,500	$	1,875	$	1,875	$	-	
Landscape Replacement & Repair	$	7,500	$	1,875	$	-	$	1,875	
Streetlights	$	10,000	$	2,500	$	1,832	$	668	
Electric	$	2,000	$	500	$	172	$	328	
Water & Sewer	$	5,000	$	1,250	$	-	$	1,250	
Irrigation Repairs	$	3,000	$	750	$	-	$	750	
General Repairs & Maintenance	$	7,500	$	1,875	$	-	$	1,875	
Field Contingency	$	5,000	$	1,250	$	-	$	1,250	
Amenity Expenditures Amenity Staff	

$	30,000	

$	7,500	

$	-	

$	7,500	
Amenity - Electric	$	7,500	$	1,875	$	-	$	1,875	
Amenity - Water	$	10,000	$	2,500	$	-	$	2,500	
Playground Lease	$	35,000	$	8,750	$	-	$	8,750	
Fitness Equipment Lease	$	35,000	$	8,750	$	-	$	8,750	
Internet	$	3,000	$	750	$	-	$	750	
Amenity Landscaping	$	12,000	$	3,000	$	7,720	$	(4,720)	
Amenity Landscape Replacement	$	3,000	$	750	$	-	$	750	
Amenity Irrigation Repairs	$	3,000	$	750	$	-	$	750	
Pest Control	$	1,500	$	375	$	-	$	375	
Janitorial Service	$	15,000	$	3,750	$	-	$	3,750	
Security Services	$	25,000	$	6,250	$	-	$	6,250	
Pool Maintenance	$	25,000	$	6,250	$	-	$	6,250	
Amenity Repairs & Maintenance	$	10,000	$	2,500	$	-	$	2,500	
Amenity Access Management	$	2,500	$	625	$	-	$	625	
Amenity Contingency	$	7,500	$	1,875	$	-	$	1,875	
Capital Reserve	$	5,000	$	1,250	$	-	$	1,250	
Subtotal Brentwood Expenditures	$	285,500	$	69,375	$	11,598	$	57,777	
					
Total Operations & Maintenance	$	844,500	$	206,625	$	69,854	$	136,771	
					
Total Expenditures	$	993,286	$	247,425	$	119,850	$	127,575	
					
Net Change in Fund Balance	$	-		$	488,599		
					
Fund Balance - Beginning	$	-		$	724,287		
					
Fund Balance - Ending	$	-		$	1,212,886		
Westside Haines City
Community Development District Capital Reserve Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending December 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 12/31/23	Thru 12/31/23	Variance	

Revenues:					
Transfer In - Cascades	$	5,000	$	-	$	-	$	-	
Transfer In - Brentwood	$	5,000	$	-	$	-	$	-	
Total Revenues	$	10,000	$	-	$	-	$	-	

Expenditures:					
Capital Expenditures - Cascades	$	-	$	-	$	-	$	-	
Capital Expenditures - Brentwood	$	-	$	-	$	-	$	-	
Total Expenditures	$	-	$	-	$	-	$	-	
					
Net Change in Fund Balance	$	10,000	$	-		
					
Fund Balance - Beginning	$	-	$	-		
					
Fund Balance - Ending	$	10,000	$	-		
Westside Haines City
Community Development District Debt Service Fund Series 2021
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending December 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 12/31/23	Thru 12/31/23	Variance	

Revenues:						
Assessments - Tax Roll	$	1,097,950	$	867,521	$	867,521	$	-	
Interest	$	-	$	-	$	10,447	$	10,447	
Total Revenues	$	1,097,950	$	867,521	$	877,967	$	10,447	

Expenditures:						
Interest - 11/1	$	344,256	$	344,256	$	344,256	$	-	
Principal - 5/1	$	410,000	$	-	$	-	$	-	
Interest - 5/1	$	344,256	$	-	$	-	$	-	
Total Expenditures	$	1,098,513	$	344,256	$	344,256	$	-	
						
Excess (Deficiency) of Revenues over Expenditures	$	(563)		$	533,711			
						
Fund Balance - Beginning	$	406,549		$	955,706			
						
Fund Balance - Ending	$	405,987		$	1,489,417			
Westside Haines City
Community Development District Capital Projects Fund Series 2021
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending December 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 12/31/23	Thru 12/31/23	Variance	

Revenues:					
Developer Contributions - Brentwood	$	-	$	-	$	29,973	$	29,973	
Interest	$	-	$	-	$	1,363	$	1,363	
Total Revenues	$	-	$	-	$	31,336	$	31,336	

Expenditures:					
Capital Outlay - Cascades	$	-	$	-	$	25,111	$	(25,111)	
Capital Outlay - Brentwood	$	-	$	-	$	30,087	$	(30,087)	
Total Expenditures	$	-	$	-	$	55,197	$	(55,197)	
					
Excess (Deficiency) of Revenues over Expenditures	$	-	$	(23,861)		
					
Fund Balance - Beginning	$	-	$	82,960		
					
Fund Balance - Ending	$	-	$	59,099		
Westside Haines City
Community Development District Month to Month

Revenues:		Oct	Nov	Dec	Jan	Feb	March		
Assessments - Tax Roll Developer Contributions
Boundary Amendment Contributions	$
$
$	$
$
$			
Total Revenues	$	-  $			

Expenditures:					
General & Administrative:					

Supervisor Fees	
$	2,000	
$	800	
$	600	
$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	3,400	
Engineering	$	4,500	$	4,373	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	8,873	
Attorney	$	3,887	$	4,573	$	3,748	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	12,207	
Annual Audit	$	-  $	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-		
Assessment Administration	$	5,000	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	5,000	
Arbitrage	$	-  $	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-		
Dissemination	$	417	$	417	$	417	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	1,250	
Trustee Fees	$	-  $	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-		
Management Fees	$	3,246	$	3,246	$	3,246	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	9,739	
Information Technology	$	150	$	150	$	150	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	450	
Website Maintenance	$	100	$	100	$	100	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	300	
Postage & Delivery	$	8	$	69	$	44	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	121	
Insurance	$	5,785	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	5,785	
Printing & Binding	$	-  $	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-		
Legal Advertising	$	1,780	$	699	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	2,479	
Other Current Charges	$	47	$	39	$	117	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	203	
Office Supplies	$	0	$	9	$	5	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	15	
Dues, Licenses & Subscriptions	$	175	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	175	
Total General & Administrative	$	27,095	$	14,475	$	8,427	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	49,996	
Westside Haines City
Community Development District Month to Month

Oct	Nov	Dec	Jan	Feb	March	April	May	June	July	Aug	Sept	Total	

Operations & Maintenance
Cascades Expenditures

Field Expenditures
Property Insurance	$	-  $	-  $	-  $		

-  $	

-  $	-  $	

-  $		

-  $	-  $		

-  $	

-  $	

-  $	-	
Field Management	$	833  $	833  $	833  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	2,500	
Landscape Maintenance	$	8,805  $	8,805  $	11,780  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	29,390	
Landscape Replacement	$	2,415  $	-  $	-  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	2,415	
Lake Maintenance	$	-  $	-  $	-  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	-	
Streetlights	$	2,722  $	1,573  $	3,283  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	7,577	
Electric	$	859  $	636  $	985  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	2,480	
Water & Sewer	$	5,055  $	894  $	781  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	6,730	
Sidewalk & Asphalt Maintenance	$	-  $	-  $	-  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	-	
Irrigation Repairs	$	1,701  $	200  $	593  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	2,493	
General Repairs & Maintenance	$	3,835  $	836  $	-  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	4,671	
Field Contingency	$	-  $	-  $	-  $		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	-	

Amenity Expenditures Amenity Staff
Amenity - Electric Amenity - Water Playground Lease Fitness Equipment Lease Internet
Pest Control Janitorial Service Security Services Pool Maintenance
Amenity Repairs & Maintenance Amenity Access Management Amenity Contingency
Capital Reserve

$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $
$	-  $	-  $

-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $
-  $	-  $	-  $	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-
-  $	-

Westside Haines City
Community Development District Month to Month

	Oct	Nov	Dec		Jan	Feb	March	April	May	June	July	Aug	Sept	Total		

Brentwood Expenditures																
Field Expenditures Property Insurance	
$	
-	
$	-	
$	-	
$		
-  $	
-  $	-  $	
-  $		
-  $	-  $		
-  $	
-  $	
-  $	-	
Field Management	$	625	$	625	$	625	$		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	1,875	
Landscape Replacement & Repair	$	-	$	-	$	-	$		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	-	
Streetlights	$	911	$	702	$	218	$		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	1,832	
Electric	$	110	$	31	$	31	$		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	172	
Water & Sewer	$	-	$	-	$	-	$		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	-	
Irrigation Repairs	$	-	$	-	$	-	$		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	-	
General Repairs & Maintenance	$	-	$	-	$	-	$		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	-	
Field Contingency	$	-	$	-	$	-	$		-  $	-  $	-  $	-  $		-  $	-  $		-  $	-  $	-  $	-	
Amenity Expenditures																

Amenity Staff	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Amenity - Electric	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Amenity - Water	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Playground Lease	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Fitness Equipment Lease	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Internet	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Amenity Landscaping	$	3,860	$	3,860	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	7,720	
Amenity Landscape Replacement	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Amenity Irrigation Repairs	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Pest Control	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Janitorial Service	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Security Services	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Pool Maintenance	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Amenity Repairs & Maintenance	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Amenity Access Management	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Amenity Contingency	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Capital Reserve	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	

Total Operations & Maintenance	$	31,731	$	18,995	$	19,128	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	69,854	
					
Total Expenditures	$	58,825	$	33,470	$	27,555	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $  119,850	
					
Net Change in Fund Balance	$	(58,825)	$	(28,471)	$	575,895	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $  488,599	
Westside Haines City
Community Development District Long Term Debt Report

Series 2021, Special Assessment Revenue Bonds		
Interest Rate:	2.500%, 3.000%, 3.250%, 4.000%	
Maturity Date:	5/1/2052	
Optional Redemption Date:	5/1/2031	
Reserve Fund Definition	50% Maximum Annual Debt Service	
Reserve Fund Requirement	$548,975	
Reserve Fund Balance	$548,975	
Bonds Outstanding - 7/19/21	$19,810,000	
(Less: Principal Payment - 5/1/23)	($400,000)	
Current Bonds Outstanding	$19,410,000	
Westside Haines City
Community Development District Special Assessment Receipt Schedule Fiscal Year 2024

ON ROLL ASSESSMENTS

Gross Assessments $ Net Assessments	$

819,840.06
762,451.26

$  1,180,856.00
$  1,098,196.08

$  2,000,696.06
$  1,860,647.34
40.98%	59.02%	100.00%

Date	
Distribution	
Distribution Period	
Gross Amount	
Commissions	
Discount/Penalty	
Interest	
Net Receipts	
O&M Portion	Series 2021 Debt Service	
Total	

11/24/23	
ACH	
11/06/23 - 11/12/23	
$4,731.96	
($90.85)	
($189.28)	
$0.00	
$4,451.83	
$1,824.26	
$2,627.57	
$4,451.83	
12/1/23	INV#4652078	1% Annual Fee	($20,006.96)	$0.00	$0.00	$0.00	($20,006.96)	($8,198.40)	($11,808.56)	($20,006.96)	
12/08/23	ACH	11/13/23 - 11/22/23	$878,848.48	($16,873.88)	($35,154.42)	$0.00	$826,820.18	$338,812.24	$488,007.94	$826,820.18	
12/21/23	ACH	11/23/23 - 11/30/23	$219,064.08	($4,206.03)	($8,762.64)	$0.00	$206,095.41	$84,453.24	$121,642.17	$206,095.41	
12/29/23	ACH	12/01/23 - 12/15/23	$480,887.08	($9,233.87)	($19,193.83)	$0.00	$452,459.38	$185,407.64	$267,051.74	$452,459.38	
		TOTAL	$	1,563,524.64	$	(30,404.63)	$	(63,300.17)	$	-	$ 1,469,819.84	$  602,298.98	$	867,520.86	$ 1,469,819.84