ORDl:\ANCE NO.	23-58

AN ORDI ANCE OF THE CITY OF LEESBURG, FLORIDA, ESTABLISHING THE COUNTY ROAD 33 COMMUNITY DEVELOPMENT DISTRJCT PURSUANT TO CHAPTER 190, FLORIDA STATUTES; PROVIDI G FOR AUTHORITY AND POWER OF THE DISTRICT; ESTABLISHL 1G THE DISTRJCT; PROVIDING FOR THE BOARD OF SUPERVISORS OF THE DISTRICT; PROVIDING FOR THE DISTRICT BUDGET; PROVIDING FOR FUNCTIONS OF THE DISTRICT; PROVIDING FOR MISCELLANEOUS PROVISIONS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, TLC Whitemarsh, LLC, ("Petitioner"), having obtained written consent to the establishment of the District (hereinafter defined) by the owner of one hundred percent ( I 00%) of the real property to be included in the District, has filed a Petition to Establish the County Road 33 Community Development District ("Petition") with the City Commission of the City of Leesburg, Florida ("City Commission") pursuant to Section 190 005(2)(e), Florida Statutes, as amended, to adopt an ordinance establishing the County Road 33 Community Development District ("District") pursuant to Chapter 190, Florida Statutes, as amended; and
WHEREAS, all interested persons and affected units of general-purpose local government were afforded an opportunity to present oral and written comments on the Petition at a duly noticed public hearing conducted by the City of Leesburg, Florida ("City"). pursuant to Section l 90.005(2)(b) and 190.005( I)(d), Florida Statutes, as amended; and

WHEREAS, upon consideration of the record established at that hearing, the City Commission has considered the record of the public hearing and the statutory factors set forth in section 190.005(2)( c) and 190.005( I )(e), Florida Statutes, as amended, in making its determination to grant or deny the Petition; and

WHEREAS, the City, in determining whether to establish the District, has considered and finds that all statements contained in the Petition are true and correct; and

WHEREAS, the City has considered and finds that the establishment of the District is not inconsistent with any applicable element or po11ion of the state comprehensive plan or the City Comprehensive Plan; and

WHEREAS, the City has considered and finds that the area of land within the District is of sufficient size, is sufficiently compact, and is sufficiently contiguous to be developed as one functional interrelated community; and

WHEREAS, the City has considered and finds that the District is the best alternative available for delivering the community development services and facilities to the area that will be served by the District; and

WHEREAS, the City has considered and finds that the community development services and facilities of the District will not be incompatible with the capacity and uses of existing local and regional community development services and facilities; and

WHEREAS, the City has considered and finds that the area that will be served by the District is amenable to separate special-district government; and

WHEREAS, pursuant to the information as stated above, the City Commission has decided to grant the District's Petition to establish the County Road 33 Community Development District.

NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY Of LEESBURG, FLORIDA, AS FOLLOWS:

SECTIO l. RECJT ALS. The above recitals are adopted a Findings of Fact in suppon of this Ordinance.

SECTION 2. ALTHORITY. This ordinance is adopted in compliance with and pursuant to the Uniform Community Development Act of 1980. Chapter 190, Florida Statutes, as amended.

SECTION 3. DISTRICT NA:\'IE. There is hereby established a Community Development District situated entirely within the incorporated limits of the City of Leesburg, Florida, which District shall be known as the "County Road 33 Community Development District."

SECTIO 4. EXTER: AL BOUNDARIES OF THE DISTRICT. The external boundaries of the District are described in the "Petition to Establish County Road 33 Community Development District," attached hereto and incorporated herein by reference, the overall boundaries encompassing 441 acres, more or less as described therein.

SECTION 5. FU:'-JCTIO:\S AND POWERS. The powers and functions of the District are described in Chapter 190, Florida Statues, as may be amended from time to time. The Charter of the District shall be as set forth in Chapter 190, Florida Statues, as amended, as created by general law. The City further consents to the District's exercise of special powers described in 190.0 I 2(2)(a) and I90.0l 2(2)(d), Florida Statutes, as may be amended from time to time.

SECTIO 6. BOARD OF SlJPERVISORS. The five persons designated to serve as initial members of the District's Board of Supervisors are as follows: Anthony Iorio; Jason Lomas; Doug Beasley; Duane '·Rocky" Owen; and Thomas Franklin, Sr. All of the persons in the preceding sentence are residents of the State of Florida and citizens of the United States of America.

SECTIO'.\ 7. SEVERABILITY. If any provision of this Ordinance, or the application thereof, is finally determined by a court of competent jurisdiction to be invalid. illegal or unenforceable, such provision shall be deemed to be severable and the remaining provisions shall continue in full force and effect provided that the invalid, illegal or unenforceable provision is not material to the logical and intended interpretation of this Ordinance.

SECTIO 8. EFFECTIVE DATE. This ordinance shall take effect upon it pas age and adoption pursuant to general law.

PASSED AND ADOPTED at the regular meeting of the City Commission of the City of Leesburg, Florida, held on the 9th day of October 2023.

THE CITY OF LEESBURG, FLORIDA

ATTEST:
q  llictllvlh-
City Clerk

PETITION TO ESTABLISH COUNTY ROAD 33 COMMUNITY DEVELOPMENT DISTRICT

Submitted by: Sarah R. Sandy
Florida Bar No. 107064 Sarah.Sandy@kutakrock.com Michelle K. Rigoni
Florida Bar No. 124758 Michelle.Rigoni@kutakrock.com KUTAK ROCK, LLP
107 West College Avenue Tallahassee, Florida 32301
{850) 692-7300 (telephone)
(850) 692-7319 (facsimile) Attorneys for Petitioner

BEFORE THE CITY COMMISSION OF THE CITY OF LEESBURG, FLORIDA

PETITION TO ESTABLISH A COMMUNITY DEVELOPMENT DISTRICT

Petitioner, TLC Whitemarsh, LLC (hereafter "Petitioner"), hereby petitions the City Commission of the City of Leesburg pursuant to the "Uniform Community Development District Act of 1980," Chapter 190, Florida Statutes, to establish a Community Development District (hereafter "District") with respect to the land described herein. In support of this petition ("Petition"), Petitioner states:
Location and Size. The proposed District is located entirely within the City of Leesburg, Florida ("City"). Exhibit 1 depicts the general location of the proposed District. The proposed District covers approximately 441.153 acres of land, generally located north of Thomas Cove Drive and Bridges Road, south and west of the Florida Turnpike, east of County Road 48, and bisected by County Road 33. The metes and bounds description of the external boundaries of the proposed District is set forth in Exhibit 2.
Excluded Parcels. There are no parcels within the external boundary of the proposed District that are to be excluded from the proposed District.
Landowner Consent. Petitioner has obtained written consent to establish the proposed District from the owner(s) of one hundred percent {100%) of the real property located within the proposed District in accordance with Section 190.005, Florida Statutes. Documentation of ownership and consent to the establishment of a community development district is contained in Composite Exhibit 3.

4877-2607-7517.3

Initial Board Members. The five persons designated to serve as initial members of the Board of Supervisors of the proposed District are as follows:

Name: Address:

Name: Address:

Name: Address:

Name: Address:

Name: Address:

Anthony Iorio
605 Commonwealth Avenue
Orlando, Florida 32803

Jason Lonas
605 Commonwealth Avenue
Orlando, Florida 32803

Doug Beasley
605 Commonwealth Avenue
Orlando, Florida 32803

Duane "Rocky" Owen 5585 Alligator Lake Road St. Cloud, Florida 34772

Thomas Franklin, Sr. 1818 Admiral Court
Kissimmee, Florida 34744

All of the above-listed persons are residents of the State of Florida and citizens of the United States of America.
Name. The proposed name of the District is County Road 33 Community Development District.
Future Land Uses. The existing and future general distribution, location, and extent of the public and private land uses proposed within the District are generally depicted on Composite Exhibit 4.
Major Water and Wastewater Facilities and Outfalls. There are no existing major trunk water mains and wastewater interceptors within the currently undeveloped lands to be included within the proposed District. Exhibit SA demonstrates the pre-development drainage

-lll77-2607-75I 7.3
3

patterns and basins for the lands within the proposed District. A map illustrating the post­ development drainage conditions for the lands to be included within the proposed District is provided in Exhibit SB. Exhibit SC demonstrates the existing and proposed major trunk water mains and wastewater interceptors within the currently undeveloped lands located within and near the proposed District.
,  District Facilities. Exhibit 6 describes the type of facilities Petitioner presently expects the proposed District to finance, fund, construct, acquire and/or install, as well as the anticipated entities responsible for ownership and maintenance. The estimated costs of constructing the infrastructure serving land within the proposed District are identified in Exhibit
7. At present, these improvements are estimated to be made, constructed, and installed in three

(3) phases for development portion known as Preservation Place1 over the time period from 2024 through 2027 and two (2) phases for development portion known as Banning Ranch over the time period from 2024 through 2027. Actual construction timetables and expenditures will likely vary, due in part to the effects of future changes in the economic conditions upon costs such as labor, services, materials, interest rates and market conditions.
Statement of Estimated Regulatory Costs. Exhibit 8 is the statement of estimated regulatory costs ("SERC") prepared in accordance with the requirements of Section 120.541, Florida Statutes. The SERC is based upon presently available data. The data and methodology used in preparing the SERC accompany it.

Preservation Place was formerly known as "Battaglia." For purposes of this Petition of its exhibits, Battaglia and Preservation Place wrlJ be used interchangeably.

-lS77-2ti07-75l7 3

Authorized Agent. The Petitioner is authorized to do business in the State of Florida. The authorized agents for the Petitioner are Sarah R. Sandy and Michelle K. Rigoni. See Exhibit 9. Copies of all correspondence and official notices should also be sent to:

Sarah R. Sandy, Esq. (sarah.sandy@kutakrock.com) Michelle K. Rigoni, Esq.(michelle.rigoni@kutakrock.com) Kutak Rock, LLP
107 West College Avenue Tallahassee, Florida 32301

Landowner Deed. A copy of the warranty deeds, pursuant to which the consenting landowner took title to thelands to be included within the District, is included as Exhibit 10.
Filing Fee. The Petitioner submitted a copy of this Petition, including Exhibits 1 through 10, and paid the filing fee of $8,000 to the City, as required.
This petition to establish County Road 33 Community Development District should be granted because it meets the six (6) factors set forth in Section 190.00S{l)(e), Florida Statutes, as follows:
The statements contained within this Petition have been found to be true and correct.
Establishment of the District and all land uses and services planned within the proposed District are not inconsistent with applicable elements or portions of the effective State Comprehensive Plan or the local Comprehensive Plan.
The area of land within the proposed District is part of a planned community. It is of a sufficient size and is sufficiently compact and contiguous to be developed as one functional and interrelated community.

.\877-2607-7517.3
5

The establishment of the District will prevent the general body of taxpayers in the City from bearing the burden for installation of the infrastructure and the maintenance of the above-described facilities within the development encompassed by the District. The District is the best alternative for delivering community development services and facilities to the proposed community without imposing an additional burden on the general population of the local general-purpose government. Establishment of the District in conjunction with a comprehensively planned community, as proposed, allows for a more efficient use of resources.
The community development services and facilities of the District will not be incompatible with the capacity and use of existing local and regional community development services and facilities. In addition, the establishment of the District will provide a perpetual entity capable of making reasonable provisions for the operation and maintenance of the District services and facilities.
The area to be served by the proposed District is amenable to separate special- district government.
WHEREFORE, Petitioner respectfully requests the City Commission of the City of Leesburg

to:

hold a public hearing in accordance with the requirements of Section 190.005(2)(b), Florida Statutes;
grant the petition and adopt an ordinance establishing the District pursuant to Chapter 190, Florida Statutes;
consent to the District's exercise of certain additional powers to finance, fund, plan, establish, acquire, construct, reconstruct, enlarge or extend, equip, operate,

4877-2607-7517.3
6

and maintain systems and facilities for parks and facilities for indoor and outdoor recreational, cultural, and educational uses, and for security, all as authorized and described by Sections 190.012{2)(a) and 190.012(2)(d), Florida Statutes; and
grant such other relief as appropriate.

[Remainder of this page intentionally left blank]

4i!77-2oU7-7517 3

RESPECTFULLY SUBMITTED, this 12th day of June 2023.

KUTAK ROCK, LLP

By:			 Sarah R. Sandy
Florida Bar No. 107064
sarah.sandy@kutakrock.com Michelle K. Rigoni
Florida Bar No. 124758 michelle.rigoni@kutakrock.com KUTAK ROCK, LLP
107 West College Avenue Tallahassee, Florida 32301
(850) 692-7300 (telephone)
(850) 692-7319 (facsimile) Attorneys for Petitioner

4877-2607-7517.3
8

EXHIBIT LIST

EXHIBIT 1
EXHIBIT 2
COMPOSITE EXHIBIT 3
COMPOSITE EXHIBIT 4 EXHIBIT SA
EXHIBIT SB EXHIBIT SC EXHIIBT 6

EXHIBIT 7

EXHIBITS EXHIBIT 9
EXHIBIT 10

GENERAL LOCATION MAP
METES AND BOUNDS LEGAL DESCRIPTION CONSENTS AND JOINDERS OF LANDOWNERS EXISTING AND FUTURE LAND USE MAPS
PRE-DEVELOPMENT DRAINGAGE PATTERNS AND BASINS POST-DEVELOPMENT DRAINAGE PATTERNS AND BASINS WATER AND WASTEWATER MAPS
LIST OF PROPOSED FACILITIES AND OWNERSHIP & MAINTENANCE RESPONSIBILITIES
ESTIMATED COSTS AND CONSTRUCTION TIMETABLE FOR PROPOSED IMPROVEMENTS
STATEMENT OF ESTIMATED REGULATORY COSTS (SERC) AUTHORIZATION OF AGENT
LANDOWNERS WARRANTY DEEDS

4 77-2607-7517.3
9

1

To
1-75

County Rd. 470 W

OKAHUMPKA

BANNING
RANCH
r - - - -	- -	- - -
.,-

TURKEY LAKE

Gladen Pl.

a.3..--Tho-ma-sC-ov-e O-r. -t

5

I§
al

BATTAGLIA

Bridges Rd.

To
Orlando

••

Location Map
County Road 33 Community Development District
,-,,-1. ,..F j nqrl-,1,,.,,  l"r' "

Not to Scale	C)

2

BANNON RANCH
LEGAL DESCRf PTIO

A TRACT OF LAND, BEfNG ALL THE LAND, DESCRLBED IN THAT CERTAfN WARRANTY DEED, AS RECORDED TN OFFICLAL RECORDS BOOK 5771, PAGE 619 OF THE PUBUC RECORDS OF LAKE COUNTY, FLORrDA, LYING SECTIONS 33 A D 34, TOWNSHfP 20 SOUTH. RANGE 24 EAST, BEING DESCRlBED AS FOLLOWS:

COMME CE AT THE SOUTHEAST CORNER OF SAID SECTIO	33, FOR A POI T OF REFERE CED; THENCE RUN NORTH 00°44'3 I'' EAST, ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF THE	ORTHEAST QUARTER OF SAID SECTION 33, A DfSTA CE OF 1324.63 FEET TO THE POINT OF BEG!	fNG; SAfO POfNT LIES O	THE SOUTH LI			E OF THE	ORTHEAST QUARTEROF THE SOUTHEAST QUARTER OF SAID SECTION 33, SAID POINT ALSO LIES ON THE NORTH LINE OF THE PL!\T OF HAMMOCK GROVE ESTATES. ACCORDIND TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 40, PAGES 30 THROUGH 33 OF SAlD PUBLIC RECORDS; THENCE RUN NORTH 89°14'25" WEST, ALONG THE SOUTH UNE OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 33, A DISTANCE OF 585.00 FEET TO A POI T LYING ON THE WEST UNE OF THE EAST 585.00 FEET OF THE	ORTHEAST QUARTER OF THE SOUTHEAST		QUARTER OF SAID SECTION 33; THE CE DEPARTING SAID SOUTH UNE, RUN NORTH 00°44'3I" EAST. ALONG SAID WEST LINE OF THE EAST 585.00 FEET OF THE ORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 33, A DISTA CE OF 1324.55 FEET TO A POfNT LYING ON THE SOUTH UNE OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33; THENCE RUN NORTH 89°14'54" WEST. ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF THENORTHEAST QUARTER OF SAID SECTION 33. A DISTA CE OF 736.10 FEET TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SArD SECTION 33; THENCE RUN ORTH 00°43'40" EAST, ALONG THE WEST LTNE OF THE SOUTHEAST QUARTER OF THE	ORTHEAST QUARTER OF SAID SECTIO		33. A DISTA CE OF 1318.51 FEET TO THE NORTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33 SAID POINT ALSO LIES ON THE SOUTH LlNE OF THE PLAT OF CLEARWATER RESERVE PHASE I, ACCORDING TO THE PLAT THEREOF. AS RECORDED IN PLAT BOOK 57, PAGES 89 THROUGH 94 OF SAID PUBLIC RECORDS OF LAKE COUNTY, FLORIDA; THENCE RUN SOUTH 89°l 8'3T' EAST. ALONG THE NORTH LINE OF THE SOUTHEAST QUARTER OF THE		ORTHEAST QUARTER OF SAID SECTIO		33 A D ALO G THE SOUTH LI	E OF SAID PLAT OF CLEARWATER RESERVE PHASE I, A DISTANCE OF 1322.17 FEET TO THE NORTHWEST CORNER OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF AFORESAID SECTION 34; THE CE RUN SOUTH 89°I 2'2T EAST, ALO G THE NORTH LINE OF THE SOUTH HALF OF THE	ORTHWEST QUARTER OF SAID SECTlO	 34, A DISTA CE OF 2651.75 FEET TO THE NORTHEAST COR ER OF SAID SOUTH_HALF; THENCE RUN SOUTH 89°14'54" EAST, I 05.76 FEET TO A POINT LYING ON THE WESTERLY RIGHT-OF-WAY LINE OF COUNTY ROAD	0. 33 (66' WIDE RIGHT-OF-WAY); THENCE RU		SOUTH 03°00'00"

EAST, ALONG SAID WESTERLY RIGHT-OF-WAY LINE, 662.02 FEET; THENCE DEPARTING SAID WESTERLY RIGHT-OF-WAY LINE, RUN NORTH 89°12'55" WEST.
149.28 FEET TO THE NORTHEAST CORNER OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 34; THENCE RUN NORTH 89°13'54" WEST, ALONG THE NORTH LINE OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAlD SECTION 34, A DISTA CE OF 1325.84 FEET TO THE NORTH WEST CORNER OF SAID SOUTH HALF; THENCE RUN SOUTH 00°46'39'' WEST, ALONG THE WEST LINE OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 34, A DLSTANCE OF 659.41 FEET TO THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 34; THENCE RUN SOUTH 00°45'19•· WEST. ALONG THE EAST UNE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTlON 34, A DlSTANCE OF 1324.23 FEET TO THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 34; THENCE RUN NORTH 89°12'03" WEST, ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTTON 34. A DISTANCE OF 1325.63 FEET TO THE POfNT OF BEGINNING.

THE ABOVE DESCRIBED TRACT OF LAND LfES IN THE CITY OF LEESBURG, LAKE COUNTY, FLORIDA, AND CONTAINS 160.358 ACRES MORE OR LESS.
AND

BATTAGLIA LECAL DESCRIPTJON

A TRACT OF LAND, BEING A PORTION OF SECTIONS 34 AND 35, TOWNSHIP 20 SOUTH. RANGE 24 EAST, BEING DESCRIBED AS FOLLOWS:

COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 34. FOR A POINT OF BEGlNNING; THENCE RUN NORTH 89°06'19" WEST. ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 34. A DISTANCE OF 2217.33 FEET TO A POINT LYING ON THE EASTERLY RfGHT-OF-WAY LINE OF COUNTY ROAD NO. 33; THENCE RUN NORTH 03°00'00" WEST, ALONG SArD EASTERLY RIGHT OF-WAY LrNE, 2654.12 FEET TO A POfNT LYING ON THE ORTH UNE OF THE SOUTHEAST QUARTER OF SAID SECTION 34; THENCE DEPARTING SAID EASTERLY RIGHT-OF­ WAY LINE, RUN SOUTH 89°11'01" EAST. ALONG THE ORTH LINE OF THE SOUTHEAST QUARTER OF SAlD SECTION 34, A DISTANCE OF 2381.52 FEET TO THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF AFORESAID SECTION 35; THENCE RUN ORTH 00°32'58" EAST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 35, A DISTANCE OF 66l.79 FEET TO THE NORTHWEST CORNER OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SALO SECTION 35; THENCE RUN SOUTH 89°09'01" EAST, ALONG THE NORTH LLNE OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 35, A DtSTANCE OF 353.31 FEET TO A POfNT LYING ON THE WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF

SUNSHfNE STATE PARKWAY (FLORIDA TURNPIKE); THENCE RUN SOUTH 42°27'02" EAST, ALONG SAID WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE, 3065.67 FEET TO A POfNT LYING ON THE WESTERLY UNE OF THE LESS OUT PARCEL OF THAT CERTAIN SPECIAL WARRANTY DEED, AS RECORDED fN OFFICIAL RECORDS BOOK 3608, PAGE 2310 OF THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA; THENCE DEPARTfNG SAID WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE. RUN ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LTNES OF SATD LESS OUT PARCEL, THE FOLLOWING THREE (3) COURSES; SOUTH 08°04'44" WEST, 600.52 FEET; THENCE RUN SOUTH 81°55'16" EAST, 399.97 FEET; THENCE RUN NORTH 08°04'44" EAST, 271.15 FEET; TO A POINT LYfNG ON AFORESAID WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF SUNSHINE STATE PARKWAY (FLORIDA TURNPIKE); THENCE RUN SOUTH 42°27'02" EAST. ALONG SAID WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE, 968.19 FEET TO A POfNT LYING ON THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAlD SECTfON 35: THENCE DEPARTING SAIS WESTERLY UMITED ACCESS RIGHT-OF-WAY LINE, RUN NORTH 89°09'16" WEST, ALONG SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 35, A DISTANCE OF 805.52 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 35; THENCE RUN NORTH 89°09'16" WEST, ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 35, A DISTANCE OF 2652.27 FEET TO THE POTNT OF BEGINNTNG.

THE ABOVE DESCRIBED TRACT OF LANO LIES IN THE CITY OF LEESBURG, LAKE COUNTY, FLORIDA, AND CONTATNS 280.795 ACRES MORE OR LESS.

FOR A TOTAL OF 441.153 ACRES, MORE OR LESS.

3

KUTAKROCK

Consent and Joinder of landowner
to the Establishment of a Community Development District

The undersigned is the owner of certain lands more fully described in Exhibit A attached hereto and made a part hereof ("Property").

As an owner of lands that are intended to constitute all or a part of the Community Development District, the undersigned understands and acknowledges that pursuant to the provisions of Section 190.005, Florida Statutes, Petitioner is required to include the written consent to the establishment of the Community Development District of one hundred percent (100%) of the owners of the lands to be included within the Community Development District.

The undersigned hereby consents to the establishment of a Community Development District that will include the Property within the lands to be a part of the Community Development District and agrees to further execute any documentation necessary or convenient to evidence this consent and joinder during the application process for the establishment of the Community Development District.

The undersigned acknowledges that the consent will remain in full force and effect until the Community Development District is established or three years from the date hereof, whichever shall first occur. The undersigned further agrees that it will provide to the next purchaser or successor in interest of all or any portion of the Property a copy of this consent form and obtain, if requested by Petitioner, a consent to the establishment of the Community Development District in substantially this form.

The undersigned hereby represents and warrants that it has taken all actions and obtained all consents necessary to duly authorize the execution of this consent and joinder by the officer executing this instrument.

[signatures on following page]

87'l-8rSS-5789 2

KUTAKROCK

av

Print Name:	J1\:'.N	
STATE OF FLORIDA COUNTY OF 	 _

By: -+----,,. ---=	::K

Name: _....z::::::: M),.,.11= -'-+L.Jo!.. -
Title: --		J-,

iu, :c({?)

The foregoing instrument was acknowledged before me by means of hysical presence or :  online notarization, this	day of Apu , 2023, by		E:>to:;li:,' 	, as	of
TLC Banning Ranch, LLC, who appeared before me this day in person, and who iseither pe-rso-n:all.y k.n.ow-n
- or produced	as	

I)

PAUL IEL	NOTARY PUBLIC, STATEOF FLORIDA
NotaryPublic
Stateof Florida
Comm# HH243140	Name:
4/4/2026		(Name of Notary Public, Printed, Stamped or Typed as Commissioned)

Exhibit A:	Property

4879-8155-5789.2

BANNON RANCH
l EGAL DESCRIPTIO!';

A TRACT OF LAND, BEfNG ALL THE LAND, DESCRJBED IN THAT CERTAIN WARRANTY DEED, AS RECORDED fN OFFIC[AL RECORDS BOOK 5771. PAGE 619 OF THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA, LYING SECTIONS 33 AND 34, TOWNSHIP 20 SOUTH, RANGE 24 EAST, BEING DESCRIBED AS FOLLOWS:

COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 33, FOR A POINT OF REFERENCED; THENCE RUN NORTH 00°44'31" EAST, ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33. A DISTANCE OF 1324.63 FEET TO THE POINT Of BEGfNNING: SAID POINT LIES ON THE SOUTH UNE OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 33, SAID POfNT ALSO LIES ON THE NORTH LINE OF THE PLAT OF HAMMOCK GROVE ESTATES, ACCORDIND TO THE PLAT THEREOF, AS RECORDED [N PLAT BOOK 40, PAGES 30 THROUGH 33 OF SAID PUBUC RECORDS; THENCE RUN NORTH 89°14'25" WEST, ALONG THE SOUTH LINE OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 33, A DISTANCE OF 585.00 FEET TO A POINT LYING ON THE WEST LINE OF THE EAST 585.00 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 33; THENCE DEPARTING SAID SOUTH LINE, RUN NORTH 00°44'31'' EAST, ALONG SAID WEST LINE OF THE EAST 585.00 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAlD SECTION 33, A DISTANCE OF 1324.55 FEET TO A POINT LYING ON THE SOUTH LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33; THENCE RUN NORTH 89°14'54" WEST. ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33, A DlSTANCE OF 736.l O FEET TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33; THENCE RUN NORTH 00°43'40" EAST, ALONG THE WEST LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTIO1 33, A DISTANCE OF 1318.51 FEET TO THE NORTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST Ql.iARTER OF SAID SECTION 33 SAID POINT ALSO LIES O THE SOUTH LINE OF THE PLAT OF CLEARWATER RESERVE PHASE I, ACCORDING TO THE PLAT THEREOF, AS RECORDED [N PLAT BOOK 57, PAGES 89 THROUGH 94 OF SAID PUBLIC RECORDS OF LAKE COUNTY, FLORIDA; THENCE RUN SOUTH 89°18'37" EAST, ALO.GTHE NORTH LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33 Al'\JD ALONG THE SOUTH LINE OF SAID PLAT OF CLEARWATER RESERVE PHASE f, A DISTANCE OF 1322.17 FEET TO THE NORTHWEST COIU-...fER OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF AFORESAID SECTIOt-,.; 34; THENCE RUN SOUTH 89°12'2T' EAST, ALONG THE NORTH LINE OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF SAID SECTION 34, A DISTANCE OF 2651.75 FEET TO THE NORTHEAST CORNER OF SAID SOUTH HALF; THENCE RUN SOUTH 89°14'54" EAST, 105.76 FEET TO A POfNT LYING ON THE WESTERLY RIGHT-OF-WAY LINE OF COUNTY ROAD NO. 33 (66' WIDE RIGHT-OF-WAY); THENCE RUN SOUTH 03°00'00'' EAST, ALONG SAID WESTERLY RIGHT-OF-WAY LlNE, 662.02 FEET; THENCE DEPARTING SAID WESTERLY RIGHT-OF-WAY LINE, RUN NORTH 89°12'55'' WEST,

149.28 FEET TO THE NORTHEAST CORNEROF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 34; THENCE RUN NORTH 89°13'54" WEST, ALONG THE NORTH LINE OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 34, A DISTANCE OF 1325.84 FEET TO THE NORTH WEST CORNER OF SAID SOUTH HALF; THENCE RUN SOUTH 00°46'39" WEST, ALONG THE WEST UNE OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 34, A DISTANCE OF 659.41 FEET TO THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTfON 34; THENCE RUN SOUTH 00°45'19'' WEST, ALONG THE EAST LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 34, A DISTANCE OF 1324.23 FEET TO THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 34; THENCE RUN NORTH 89°12'0r WEST, ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAfD SECTION 34, A DISTANCE OF 1325.63 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRJBED TRACT OF LAND LIES IN THE CITY OF LEESBURG, LAKE COUNTY. FLORIDA. AND CONTAINS 160.358 ACRES MORE OR LESS.

KUTAKROCK

Consent and Joinder of landowner
to the Establishment of a Community Development District

The undersigned is the owner of certain lands more fully described in Exhibit A attached hereto and made a part hereof ("Property").

As an owner of lands that are Intended to constitute all or a part of the Community Development District, the undersigned understands and acknowledges that pursuant to the provisions of Section 190.005, Florida Statutes-, Petitioner is required to include the written consent to the establishment of the Community Development District of one hundred percent (100%} of the owners of the lands to be included within the Community Development District.

The undersigned hereby consents to the establishment of a Community Development District that will include the Property within the lands to be a part of the Community Development District and agrees to further execute any documentation necessary or convenient to evidence this consent and joinder during the application process for the establishment of the Community Development District.

The undersigned acknowledges that the consent will remain in full force and effect until the Community Development District is established or three years from the date hereof, whichever shall first occur. The undersigned further agrees that it will provide to the next purchaser or successor in interest of all or any portion of the Property a copy of this consent form and obtain, if requested by Petitioner, a consent to the establishment of the Community Development District in substantially this form.

The undersigned hereby represents and warrants that it has taken all actions and obtained all consents necessary to duly authorize the execution of this consent and joinder by the officer executing this instrument.

[signatures on following page]

-4879-8155-57 9 2

KUTAKROCK

By: + ::3:::::'. ::::::::::::::::::::::....:::::::::....:.  =..::.-=-\-­
Name:_..J::.	..LL..Lll. 4-­
Title: 			,,.'+------  [---::i,--

Print Name:			11'lAt,{

STATE OF FLORIDA COUNTY OF ():n.=t,
The foregoing instrument was acknowledged before me by means of/4hysical presence or LJ online notarization, this   J	day of Apo.1 , 2023, by		Qre::t:i;	, as	of
TLCWhitemarsh, LLC, who appeared before me this day in person, and who is either personally known to
  !!!!;, or produced	as identificati:n,cc:Q	

Notary Public

State of Florlda	('\ 	•	':"'\.	\
Comm# HM2431,M..l	Name:	J.b. .,...; R
Expl• 4/4/2026		(Name of Notary Public, Printed, Stamped or Typed as Commissioned)

Exhibit A:	Property

4879-8155-5789.2

BATTAGLIA LEGAL DESCRIPT[ON

A TRACT OF LAND, BErNG A PORTION OF SECTIONS 34 AND 35, TOWNSHIP 20 SOUTH, RANGE 24 EAST. BEING DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 34, FOR A POINT OF BEGINNING; THENCE RUN NORTH 89°06'19'' WEST. ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTIO 34, A DISTANCE OF 2217.33 FEET TO A POINT LYING ON THE EASTERLY RJGHT-OF-WAY LINE OF COUNTY ROAD NO. 33; THENCE RUN NORTH 03°00'00'' WEST, ALONG SAID EASTERLY RlGHT-OF-WA Y LINE, 2654.12 FEET TO A POINT LYING O THE ORTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 34; THENCE DEPARTING SAJD EASTERLY RlGHT-OF­ WAY LINE, RUN SOUTH 89°11'01" EAST, ALONG THE NORTH LJ E OF THE SOUTHEAST QUARTER OF SAID SECTION 34, A DISTANCE OF 2381.52 FEET TO THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF AFORESAID SECTION 35; THENCE RUN NORTH 00°32'58'' EAST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 35, A DISTANCE OF 661.79 FEET TO THE NORTHWEST CORNER OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 35; THENCE RU SOUTH 89°09'0l" EAST, ALONG THE NORTH LINE OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 35, A DISTANCE OF 353.3l FEET TO A PONT LYING ON THE WESTERLY LIMITED ACCESS RJGHT-OF- WAY LINE OF SUNSHINE STATE PARKWAY (FLORIDA TURNPIKE); THENCE RUN SOUTH 42°27'02" EAST, ALONG SAID WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE, 3065.67 FEET TO A POINT LYING ON THE WESTERLY LINE OF THE LESS OUT PARCEL OF THAT CERTAIN SPECIAL WARRANTY DEED, AS RECORDED IN OFFICIAL RECORDS BOOK 3608, PAGE 2310 OF THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA THENCE DEPARTING S.AJD WESTERLY LIMfTED ACCESS RlGHT-OF-W AY LINE, RUN ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LINES OF SAID LESS OUT PARCEL, THE FOLLOWfNG THREE (3) COURSES; SOUTH 08°04'44" WEST, 600.52 FEET; THENCE RUN SOUTH 81°55'16'' EAST, 399.97 FEET; THENCE RUN NORTH 08°04'44'' EAST. 271.15 FEET; TO A POINT LYING O AFORESAID WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF SUNSHINE STATE PARKWAY (FLORIDA TURNPIKE); THENCE RL'N SOUTH 42°27'02" EAST, ALONG SAID WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE, 968.19 FEET TO A POINT LYING ON THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 35; THENCE DEPARTING SAIS WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE, RUN NORTH 89°09'16" WEST, ALONG SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 35, A DISTANCE OF 805.52 FEET TO THE SOUTH QUARTER CORNER OF SAlD SECTION 35; THENCE RUN NORTH 89°09'16" WEST, ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 35, A DISTANCE OF 2652.27 FEET TO THE POINT OF BEGfNNING.
THE ABOVE DESCRIBED TRACT OF LAND LIES IN THE CITY OF LEESBURG, LAKE COUNTY, FLORIDA, AND CONTAINS 280.795 ACRES MORE OR LESS.

4

J

LEGEND

■

Zor1 "9
ESTA-E D:NSI""'  ES DENTIAL	2
0	PLANNED Ul\.f'":)E\E OPMENT

Existing Land Use Map
County Rood 33 Community Development D1strtct
;,,.,., r.l I nnrh1,,.,., Clr.r.A.,.,

Not to Scale

'

□

Fu:ure la'ld Use

■

ESTATERESIOENTIA1...
N=GhBORHOOJ MIXED USE

'

.	t

••

Future Land Use Map
County Road 33 Community Development District
,-;,-., r,{ I Qo<'h, ,rn Clrwirl'1

Notto Scale	E9

SA

f-...,

, ,

I

I	..........'.,..................
' '

,;,

.._

.._

I	)

..... -

'-

'.,,'

I  /

' -;_,-

'\
\

I

J

LEGEND
COO BOUNDARY
-	PHASEUNE

Pre-development Drainage Map (Banning Ranch)
County Road 33 Community Development D1str1Ct
rtr. nf nn h• ,..,, Clnr.An

Notto Scale	E!)

'I

\

••

Pre-development Drainage Map (Battaglia)
County Road 33 Community Development D1strtct
r;h	,,..,f I nod,,,,.,... CJ,..,,,I;,

LEGEND
COO BOUNDARY PHASELINE
■ ■ ■	PREON SITEBASIN
PRE OFFSITE BASIN

Not to Scale	e)

SB

- - - - - - - - - -.- - - - -
'.PODEl

;......,,,--,--,--:	,
POND Fl

POND 2

Si:g§§	::J:

r----
PROPOSED MANHOLE (lYP.)

,,._-------+	PROPOSED DRAINAGE

--

INLET(lYP.)

\.  PONDB

L,

PHASE 1
PHASE 2

LEGEND
WETtAND

••

Stormwater Masterplan (Banning Ranch)
County Rood 33 Community Developmenc District
r,	•

PROPOSED STORMWATER POND PROPOSED OUTFALL STRUCTURE (TYP.) COD BOUNDARY

■

PHASE LINE

Not to Scale

.I

,, o'>.:

,i

'

j

' '

I
I

'

r

I
I

I I

m\

LEGEND

\
I
I	..
I
I '

- - ...

L. -	..	'

WETlAND

••

Stormwater Masterplan (Battaglia)
County Road 33 Commumty Development D1strtct

PROPOSED STORMWATER POND

■

PROPOSED OUTFALLSTRUCTURE (TYP.) COD BOUNDARY
PHASE LINE

Not to Scale	C9

SC

- - - - - - - - - -.- - - - -
PONO El

.
\

l®
J
\..-L.I 	LJ.:	PONO I

---I4----

PONOE2

..

..v'"'	'<\	Vy-		

·I,

.I

.)	.... =-1........1,.-. --:° _jjI
PONO O	r	_	_	_	_	_  _ 	J

..	PONOB

r

l

,. ,

I

PHASE 1
PHASE 2

LEGEND
WETlANO
PROPOSED STORMWATER PONO

••

. .

Water Distribution Plan (Banning Ranch)
County Road 33 Community Development D1stnct
,

- WM -

PROPOSED POTABLE WATER MAIN

COD BOUNDARY PHASE LINE

Not to Scale

LEGEND
WETIAND
PROPOSED S"TORMWATER POND PROPOSED POTABlf WATER MAIN

\

--

Water Distribution Plan (Battaglia)

,,...., ,	,	'

County Road 33 Community Developmenr District

COD BOUNDARY
PHASEUNE

Not to Scale

l

- - - - - - - - - -.-

-

... ,t

l\

POND El

PONDE2

r

PONDF I\
't
I
..

PONDS
L---

I
t

PHASE 1
PHASE2

PONDA

-	- _	_._	-	-	-	J

\
®

LEGEND
WETLAND
PROPOSED STORMWATER POND
. W -	PROPOSEDREUSE WATER MAIN
COD BOUNDARY PHASE LINE

Reuse Distribution Plan (Banning Ranch)
Councy Rood 33 Commumry Developmem D1srrrct
I' I	,.-,	I

Not to Scale	EB

...

LEGEND
WETLAND
PROPOSED STORMWATER POND
RW -	PROPOSED REUSE WATER MAIN CODBOUNDARY
PHASE LINE

r

t

- -

County Road 33 Camm.umty Developmenc D1srnct

Reuse Distribution Plan (Battaglia)

Not to Scale	CJ

- - - - - - - - - -.- - - - -

PONDE2
I
f"	J

PONOB
L -	-	-

PHASE 1 PHASE2

PONOA

-	-	-4	J

LEGEND
WETlANO
PROPOSED STORMWATER PONO

-

D

PROPOSED WASTEWATER LIFT STATION
PROPOSED GRAVllY SEWER FORCEMAIN
COOBOUNDARY PHASE LINE

Wastewater Distribution Plan (Banning Ranch)
County Road 33 Commumry Development D1stnct
r,	'	,.,	,

Not to Scale

'

I

.. - ..I
I

..

' '
' ' '

r	""'

I"

I I I

I
ill\I

LEGEND
WETLAND
PROPOSED STORMWATER PONO

••

,..,	.

County Roa.d 33 Commu111ty Development Distnct

Wastewater Distribution Plan (Battaglia)

PROPOSED WASTEWATER

-

D

LIFT STATION
PROPOSED GRAVITY SEWER
FORCE MAIN
COOBOUNDARY PHASE LINE

Not to Scale	E9

6

Exhibit 6
Proposed Facilities and Ownership & Maintenance Responsibility

Facilities/Systems	Proposed Ownership and Maintenance Entity	
Sanitary Sewer Collection (On & Off-Site)	City of Leesburg	
Water Distribution (On & Off-Site)	City of Leesburg	
Reuse Water (On & Off-Site)	City of Leesburg	
Master Stormwater Management System	COD	
Electrical Service System	Duke Energy	
Gas Service System	City of Leesburg	
On-Site Master Public Roadway Improvements	City of Leesburg	
Off-Site Master Public Roadway Improvements	Lake County	
Landscaping/lrrigation/Hardscape within Master Public Roads	CDD	

1

Proposed District Facilities and Services	Total	Phase 1	Phase 2	Phase 3	
l. Master Utilities System (Onsite & Offsite)					
a. Sanitary Sewer System	$	7,486,487	$	3,455,034	s	3,056,366	s	975,087	
b. Water Distribution System	$	4,599,296	s	2,035,995	$	1,645,646	$	917,654	
c. Reuse Water System	s	3,526,295	$	1,432,932	$	1,343,945	$	749,418	
2. Master Stormwater Management System					
a. Pond and Roadway Earthwork	$	12,722,898	$	5,150,945	$	5,192,330	$	2,379,623	
b. On and Offsite Storm Conveyance System	$	5,152,140	$	1,948,014	$	2,057,058	$	1,147,068	
3. Electrical Service Systems (Underground)	$	1,762,200	$	638,000	$	701,800	$	422,400	
4. Gas	$	1,601,400	$	676,860	$	732,540	$	192,000	
5. On-Site Roadway Improvements	$	6,228,694	$	2,410,022	$	2,479,264	$	1,339,409	
6. Off-Site Roadway Improvements	$	234,750	s	156,750	$	78,000		
7. Landscaping, Hardscaping & Irrigation	$	1,580,105	$	846,800	$	394,945	$	338,360	
8. Professional Consulting Fees	$	2,837,974	$	2,039,587	$	596,467	$	201,920	
9. Continl!encv (15%)	$	7,159,835	$	3,118,640	$	2,741,754	$	1,299,441	
Total	$	54,892,074	$	23,909,579	$	21,020,114	$	9,962,380	
Construction Start		9/6/2024	5/26/2026	11/10/2027	
Construction Completion		2/11/2026	7/28/2027	11/12/2028	
Proposed # of Lots	801	290	319	192	

County Road 33 COD-TOTAL Opinion of Probable Construction Costs

Proposed District Facilities and Services	
Total	
Phase 1	
Phase 2	
1. Master Utilities System (Onsite & Offsite)				
a. Sanitary Sewer System	$	3,051,728	$	1,662,116	$	1,389,612	
b. Water Distribution System	$	1,633,632	$	935,592	$	698,040	
c. Reuse Water System	$	1,300,362	$	730,296	$	570,066	
2. Master Stormwater Management System	$	-			
a. Pond and Roadway Earthwork	s	3,648,236	$	1,947,911	s	1,700,325	
b. On and Offsite Storm Conveyance System	$	1,745,100	$	872,550	$	872,550	
3. Electrical Service Systems (Underground)	$	528,000	$	255,200	$	272,800	
4. Gas	s	1,040,400	$	502,860	$	537,540	
5. On-Site Roadway Improvements	$	2,151,100	$	1,097,186	$	1,053,914	
6. Off-Site Roadway Improvements	$	78,750	$	78,750		
7. Landscaping, Hardscaping & Irrigation	$	377,945	$	327,000	$	50,945	
8. Professional Consulting Fees	1,063,182	$	710,515	352,667	
9. Contingency (15%)	$	2,492,765	$	1,367,996	$	1,124,769	
Total	s	19,111,201	$	10,487,972	$	8,623,228	
Construction Start		11/6/2024	7/26/2026	
Construction Completion		2/11/2026	7/28/2027	
Proposed # of Lots	240	116	124	

County Road 33 CDD - Banning Ranch Opinion of Probable Construction Costs

Proposed District Facilities and Services	Total	Phase 1	Phase 2	Phase 3	
1. Master Utilities System (Onsite & Offsite)					
a. Sanitary Sewer System	$	4,434,759	$	1,792,917	$	1,666,754	$	975,087	
b. Water Distribution System	$	2,965,664	$	1,100,403	$	947,606	$	917,654	
c. Reuse Water System	$	2,225,933	$	702,636	$	773,879	$	749,418	
2. Master Stormwater Management System	$	-				
a. Pond and Roadway Earthwork	$	9,074,662	$	3,203,035	$	3,492,005	$ 2,379,623	
b. On and Offsite Storm Conveyance System	$	3,407,040	$	1,075,464	$	1,184,508	$ 1,147,068	
3. Electrical Service Systems (Underground)	$	1,234,200	$	382,800	$	429,000	$	422,400	
4. Gas	$	561,000	$	174,000	$	195,000	$	192,000	
5. On-Site Roadway Improvements	$	4,077,594	$	1,312,836	$	1,425,349	$ 1,339,409	
6. Off-Site Roadway Improvements	$	156,000	$	78,000	$	78,000		
7. Landscaping, Hardscaping & Irrigation	$	1,202,160	$	519,800	$	344,000	$	338,360	
8. Professional Consulting Fees	$	1,774,792	$	1,329,072	$	243,800	$	201,920	
9. Contingency (15%)	$	4,667,070	$	1,750,644	$	1,616,985	$ 1,299,441	
Total	$	35,780,873	$	13,421,607	$	12,396,886	$ 9,962,380	
Construction Start		9/6/2024	5/26/2026	11/10/2027	
Construction Completion		12/11/2025	5/28/2027	11/12/2028	
Proposed# of Lots	561	174	195	192	

County Road 33 COD - Battaglia* Opinion of Probable Construction Costs

* also referred to as Preservation Place

8

STATEMENT OF ESTIMATED REGULATORY COSTS

1.0	Introduction

t.1	Purpose and Scope

This Statement of Estimated Regulato1y Costs ("SERC'") supports the petition to fonn the County Road 33 Community Development District (the "Districf'). The proposed District comprises approximately 441.153 acres of land located within the City of Leesburg, Florida (hereafter "City'"). The project is planned for approximately 80 I residential units. The limitations on the scope of this SERC are explicitly set out in Section l 90.002(2)(d), Florida Statutes, as follows:

"That the process of establishing such a dist1ict pursuant to uniform general law shall be fair and based only on factors material to managing and financing the service delivery function of the district. so that any matter concerning permitting or planning of the development is not material or relevant.''

Overview of the County Road 33 Community Development District

The District is designed to provide community infrastructure, services, and facilities along with operation and maintenance of such facilities and services to the lands within the District. The District will encompass approximately 441. I 53 acres.

The Development plan for the proposed lands within the District includes approximately 801 residential units to be constructed in total of five phases (three phases in development portion known as Battaglia/Preservation Place and two phases in development portion known as Banning Ranch). Such uses are authorized for inclusion within the District. A Community Development District ("CDD"") is an independent unit of special purpose local government authorized by Chapter 190, Florida Statutes, to plan, finance, construct, operate and maintain community-wide infrastructure in planned community developments, COD's provide a ·'solution to the state's planning, management and financing needs for delivery of capital infrastructure in order to service projected growtb without overburdening other governments and their taxpayers."  Section 190.002( I )(a), Florida Statutes.

A COD is not a substitute for the local. general purpose, government unit, e.g., the City/County in which the CDD lies. A COD does not have the pennining, zoning or general police powers possessed by general purpose governments. A COD is an alternative means of financing, constructing, operating. and maintaining conununity infrastructure for planned developments. such as County Road 33. The scope of this SERC is limited to evaluating the consequences of approving the petition to establish the District.

Requirements for Statement of Estimated Regulatory Costs

According to Section 120.541(2), Florida Statutes. a statement of estimated regulato1y costs must contain:

An economic analysis showing whether the rule directly or indirectly: is likely to have an adverse impact on economic growth, private sector job creation or employment, or private sector investment
i.n excess of$ I million in the aggregate within 5 years after the implementation of the rule; is likely to
have an adverse impact on business competitiveness. including the ability of persons doing business
i.n the state to compete with persons doing business in other states or domestic markets. productivity.
6/2/23	SERC - County Road 33 COO - Page 1 of 7

or innovation in excess of SI million in the aggTcgate within 5 years after the implementation of the mle; or is likely to increase regulatory costs, including any transactional costs, in excess of $1 million in the aggregate within 5 years after the implementation of the rule.

A good faith estimate of the number of individuals and entities likely to be required to comply with the rule, together with a general description of the types of individuals likely to be affected by the rule.

A good faith estimate of the cost to the agency', and toany other state and local government entities, of implementing and enforcing the proposed rule, and any anticipated effect on state and local revenues.

A good faith estimate of the transactional costs likely to be incurred by individuals and entities, including local govcmmcntal entities, required to comply with the requirements of the rule. As used in this paragraph. "transactional costs'· are direct costs that are readily ascertainable based upon standard business practices, and include filing fees. the cost of obtaining a license, the cost of equipment required to be installed or used or procedures required to be employed in complying with the rule, additional operating costs incurred, and the cost of monitoring and reporting, and any other costs necessary to comply with the rnle.

An analysis of the impact on small businesses as defined by Section 288.703, Florida Statutes, and an analysis of the impact on small counties and small cities as defined by Section 120.52, Florida Statutes. The impact analysis for small businesses must include the basis for the agency's decision not to implement alternatives that would reduce adverse impacts on small businesses.

Any additional information that the agency determines may be useful.

In the statement or revised statement, whichever applies, a description of any good faith written proposal submitted under Section 120.541( l)(a). Florida Statutes, and either a statement adopting the altemati,e or a statement of the reasons for rejecting the alternative in fa or of the proposed rule.

Adverse impact on economic growth, business competitiveness or increased regulatory costs, in excess of $1 million.

The creation of the District will not meet any of the triggers in Section 120.541(2)(a), Florida Statutes. The basis for this detennination is provided in the discussions in Section 3.0 through Section 6.0 of this SERC.

A good faith estimate of the number of individuals and entities likely to be required to comply with the rule, together with a general description of the types of individuals likely to be affected by the rule.

As noted above, the County Road 33 Community Development Dist1ict is a community designed for approximately 801 residential units. Fonnation of the District would put all of these units under the jurisdiction of the District. Prior to sale of any units, all of the owners of land within the proposed

1 For rhe purposes of this SERC, the tenn "agency'' means City of Leesburg. the tenn "state'"or ··s1a1,e•· means State of Florida and the tenn --rule'" memos the ordinance(s) which the City of Leesburg would enact in connection with the creation of the District.

6/2/23	SERC - County Road 33 COD - Page 2 of 7

boundaries will also be under the jurisdiction of the District. Initially, TLC Whitemarsh, LLC and TLC Banning Ranch, LLC (together, "Developer") will be the primaly developers and landowners of property within the proposed District boundaries.

Good faith estimate of the cost to state and local government entities, of implementing and enforcing the proposed rule, and any anticipated effect on state and local revenues.

Costs of Governmental Agencies of Implementing and Enforcing Rule

State Government Entities

There will be only modest costs to va1ious State governmental entities to implement and enforce the proposed fonnation of the Disttict. The District as proposed will encompass under 2500 acres, therefore the City is the establishing entity under sections 190.005(2), (2)(e), Florida Statutes. The modest costs to various State entities to implement and enforce the proposed rule relate strictly to the receipt and processing of various reports that the proposed District is required to file with the State and its various entities. The costs to those State agencies that will receive and process the District's reports are very small, because the District is only one of many governmental units that are required to submit the various reports. Therefore, the marginal cost of processing one additional set of reports is inconsequential. Additionally. pursuant to section 189.0 I8, Florida Statutes, the proposed District must pay an annual fee to the State of Florida's Department of Economic Opportunity, which offsets such costs.

Citv of Leesburg

The City and its staff will process and analyze the petition, conduct a public hearing with respect to the petition. and vote upon the petition to establish the District. These activities will absorb some resources. However. the filing fee required by Chapter 190, Florida Statutes, is anticipated to cover the costs for review of the petition for establishment.

These costs to the City are modest for a number of reasons. First, review of the petition to establish the District does not include analysis of the project itself. Second, the petition itself provides much of the infonnation needed for a staff review. Third, local governments already possess the staff needed to conduct the review without the need for new or additional staff.  Fourth. there is no capital required to review the petition. Finally, local governments routinely process similar petitions for land uses and zoning charges that are far more complex than is the petition to establish a community development district.

The annual costs to the City because of the establishment of the District are minimal. The proposed District is an independent unit of special-purpose local government. The only annual costs the City faces are the minimal costs of receiving and reviewing the various reports that the District is required to provide to the City. Furthennore, the City will not incur any quantifiable on-going costs resulting from the on-going administration of the District. As previously stated. the District operates independently from the City and all administrative and operating costs incurred by the District relating to the financing and construction of infrastructure are borne entirely by the District and its landowners.
Impact on State and Local Revenues

Adoption of the proposed rule will have no negative impact on State and local revenues.  The District
6/2/23	SERC - County Road 33 COD - Page 3 of 7

is an independent unit of local government. It is designed to provide community facilities and services ro serve the development. It has its own sources of revenue. No state or local subsidies are required or expected.

In this regard it is important to note that any debt obligations incurred by the District to construct infrastructure or facilities, or for any other reason, arc not debts of the State of Florida or the City. In accordance with Florida law, debts of the District arc strictly the District's own responsibility.

A good faith estimate of the transactional costs that are likely to be incurred by individuals and entities required to comply with the requirements of the ordinance.

Table l provides an outline of the various facilities and services the propo. cd District may provide. It is anticipated that the sanitary sewer collection, water distribution, reuse water, master stormwatcr system, undergrounding of electrical system, gas service system, conservation mitigation, on-site & off-site master public roadway improvements, and landscaping/irrigation/hardscape within master public roads will be financed by the District.

Table I.
Countv Road 33 COD Proposed Facilities and Services

District Infrastructure	
Construction	
Ownershig	
Car2ital Financing*	
Ogeration and Maintenance	
					
Sanitary Sewer
Collection (on & off site)	District	City of Leesburg	District Bonds	City Of Leesburg	
Water Distribution	District	City of Leesburg	District Bonds	City of Leesburg	
Reuse Water	District	City of Leesburg	District Bonds	City of Leesburg	
Master Stormwater Management System	District	District	District Bonds	District	
Undergroundingof
Electrical Service	District	Duk.e Energy	District Bonds	Duke Energy	
Gas Service System	District	City of Leesburg	District Bonds	City of Leesburg	
On-site Master Public
Roadway Improvements	District	City of Leesburg	District Bonds	City of Leesburg	
Off-Site Master Public
Roadway Improvements	District	Lake County	District Bonds	Lake County	
Landscaping/Irrigation/ Hardscape within
Master Public Roads	District	District	District Bonds	District	
*Costs not funded by bonds will be funded by the developer.

The petitioner bas estimated the design and development costs for providing the capital facilities. The cost estimates are shown in Table 2 below. Total development costs for tht!se facilities are estimated to be approximately $54.892,074. The Disrrict may issue special assessment bonds or otber revenue bonds to fund the de, elopment of these facilities. These bonds would be repaid through non-ad valorem assessments levied on all developable properties in the District that benefit from the District's capital improvement program.

6/2/23	SERC - County Road 33 COD - Page 4 of 7

Table 2.	Cost Estimates for District Facilities

CR 33 COD - Banning Ranch
Opinion of Probable Construction Costs	
Proposed District Facilities and Services	Total	Phase 1	Phase2	
1. Master Utilities System (Onsite & Offsite)				
a. Sanitary Sewer System	$	3,051,728	$	1,662,116	$	1,389,612	
b. Water Distribution System	$	1,633,632	$	935,592	$	698,040	
c. Reuse Water System	$	1,300,362	$	730,296	$	570,066	
2. Master Stormwater Management System	$	.			
a. Pond and Roadway Earthwork	s	3,648,236	s	1,947,911	1,700,325	
b. On and Offsite Storm Conveyance System	$	1,745,100	$	872,550	$	872,550	
3. Electrical Service Systems (Underground)	$	528,000	$	255,200	$	272,800	
4. Gas	s	1,040,400	s	502,860	s	537,540	
5. On-Site Roadway Improvements	$	2,lSl,100	$	1,097,186	$	1,053,914	
6. Off-Site Roadway Improvements	$	78,750	$	78,750		
7. Landscaping, Hardscaping & Irrigation	$	377,945	$	327,000	$	50,945	
8. Professional Consulting Fees	s	1,063,182	710,515	s	352,667	
9. Contingency (15%)	$	2,492,765	$	1,367,996	$	1,124,769	
Total	l!:1,111,..!:U.l	s	10,487,972	s	8,623,228	
Construction Start		11/6/2024	7/26/2026	
Construction Completion		2/11/2026	7/28/2027	
Proposed # of Lots	240	116	124	

CR 33 COD - Battaglia• Opinion of Probable Construction Costs	
Proposed District Facilities and Services	Total	Phase 1	PhaseZ	Phase 3	
1. Master Utilities System (Onsite & Offsite)					
a. Sanitary Sewer System	$	4,434,759	$	1,792,917	$	1,666,754	s	975,087	
b. Water Distribution System	s	2,965,664	$	1,100,403	s	947,606	s	917,654	
c. Reuse Water System	$	2,225,933	s	702,636	s	773,879	s	749,418	
2. Master Stormwater Management System	s				
a. Pond and Roadway Earthwork	s	9,074,662	s	3,203,035	s	3,492,005	s	2,379,623	
b. On and Offsite Storm Conveyance System	s	3,407,040	s	1,075,464	s	1,184,508	$ 1,147,068	
3. Electrical Service Systems (Underground)	s	1,234,200	s	382,800	s	429,000	s	422,400	
4. Gas	s	561,000	s	174,000	s	195,000	s	192,000	
5. On-Site Roadway Improvements	s	4,077,594	s	1,312,836	$	1,425,349	s	1,339,409	
6. Off-Site Roadway Improvements	$	156,000	$	78,000	s	78,000		
7. landscaping, Hardscaping & Irrigation	s	1,202,160	s	519,800	s	344,000	s	338,360	
8. Professional Consulting Fees	$	1,774,792	$	1,329,072	s	243,800	s	201,920	
9. Contin2ency (15%)	$	4,667,070	s	1,750,644	s	1,616,985	s	1,299,441	
Total	$	35,780,873	s	13,421,607	s	12,396,886	$ 9,962,380	
Construction Start		9/6/2024	5/26/2026	11/10/202')	
Construction Completion		12/11/2025	5/28/2027	11/12/2028	
Proposed # of lots	561	174	195	192	
also referred to as Preservation Place	

6/2/23	SERC - County Road 33 COD - Page 5 of 7

Landowners in the District may be required to pay non-ad valorcm assessments levied by the District to secure the debt incun-ed through bond issuance. In addition to the levy of non-ad valorcm assessments for debt service, the District may also impose non-ad valorem assessments to fund the operation and maintenance of the District and its facilities and services.

It is important to recognize that buying property in the District is completely voluntary. Ultimately, all owners and users of property within the District choose to accept the non-ad valorem assessments as a tradeoff for the numerous benefits and facilities that the District provides.

A COD provides property owners with the option of having a higher level of facilities and services financed through self-imposed charges. The District is an alternative means to finance necessary community facilities and services. District financing is no more expensive, and often less expensive, than the alternatives of a municipal service taxing unit (MSTV), a neighborhood association, or through developer equity and/or bank loans.

In considering these costs it shall be noted that the lands to be included within the District will receive four major classes of benefits.

First, the property in the District will receive a higher level of public services sooner than would otherwise be the case.

Second, a district is a mechanism for assuring that the community services and amenities will be completed concurrently with development oflands within the District. This satisfies the revised growth management legislation. and it assures that growth pays for itself without undue burden on other consumers. Establishment of the District will ensure that these landowners pay for the provision of facilities, services and improvements to these lands.

Third, a district is the sole form of governance which allows district landowners, through landowner voting and ultimately electoral voting for resident elected boards. to determine the type, quality and expense of the District services they receive. provided they meet the City's overall requirements.

Fourth, a district has the ability to maintain infrastructure better than a Homeowners' Association ("HOA'') because it is able to offer a more secure funding source for maintenance and repair costs through assessments collected on the county tax bill pursuant to section 197.3632, Florida Statutes.

The cost impact on the ultimate landowners in the District is not the total cost for the District to provide infrastructure services and facilities. Instead, it is the incremental costs above what the landowners wot1ld have paid to install infrastructure via an alternative financing mechanism. Given the low cost of capital for a COD, thecost impact to landowners is negligible. This incremental cost of the high-quality infrastructure provided by the District is likely to be fairly low.

An analysis of the impact on small businesses as defined by Se-ction 288.703, Florida Statutes, and an analysis of the impact on small counties and smaJI cities as defined by Section 120.52, Florida Statutes.

There will be no adverse impact on small businesses because of the fonnation of the District. If anything, the impact may be positive. This is because the District must competitively bid many of its contracts. affording small businesses the opportunity to bid on District work. and may also result in a
6/2/23	SERC-County Road 33 COD - Page 6 of 7

need for additional retail and commercial services that afford small businesses and opportunity for growth.

The City has an estimated un-incarcerated population that is greater than I0,000 according to the 2020 U.S. Census. Therefore, the City is not defined as a "small city" according to section 120.52(18), Florida Statutes. Lake County (''County'') has an estimated un-incarcerated population that is greater than 75,000 according to the 2020 U.S. Census. Therefore. the County is not defihed as a "small county'' according to section 120.52(19), Florida Statutes,

Any additional useful information.

The anaJysis provided above is based on a straightfo1ward application of economic theory, especially as it relates to tracking the incidence of regulatory costs and benefits. Inputs were received from the Developer's Engineer and other professionals associated with the Developer.

In the statement or revised statement, whichever applies, a description of any good faith written proposal submitted under Section 120.54l(l)(a), Ji"lorida Statutes, and either a statement adopting the alternative or a statement of the reasons for rejecting the alternative in favor of the proposed rule.

There have been no good faith written proposals submitted to the agency as described in section 120.541( I )(a), Florida Statutes.

Prepared by:
Guvernmenta! Management Services - Central Florida, LLC Updated June 2, 2023

6/2/23	SERC - County Road 33 COD - Page 7 of 7

9

KUTAKROCK

AUTHORIZATION OF AGENT

This letter shall serve as a designation of Sarah R. Sandy and Michelle K. Rigoni of Kutak Rock LLP, whose address is 107 West College Avenue, Tallahassee, Florida 32301, to act as agents for TLC Whitemarsh, LLC, with regard to any and all matters pertaining to the Petition to the City Commission of the City of Leesburg, Florida, to establish a Community Development District pursuant to Chapter 190, Florida Statutes. The petition is true and correct. This authorization shall remain in effect until revoked in writing.

TLC WHITEMARSH, LLC,

a Florida limited liability company

By:
Its:

Print Name:	IAt:t :f1l,A::t.,f

STATE OF FLORIDA COUNTY OF Oro.,>-1f?
The foregoing instrument was acknowledged before me by means oVphysical presence or D online
notarization, this...½_ day of f\ri.>.-- ,2023, by -A+.iteML &ro.,c	, as 	 _, of
TLCWhitemarsh, LLC, who appeared before me this day in person, and who is either personally known to

_!!!!!, or produced 	 _

S

PAUL DANIEL
Notary Publlc State of Florida Comm# HH243140
Expires 4/4/2026

Name:	'1..d..ili<-i'A
(Name of Notary Public, Printed, Stamped or Typed
as Commissioned)

4879-8155-5789.2

10

\.:JJ-\..l"1- U.	L.VUl'fr..l. 1 \...L...C..t'U\. Ur!	J.nt..  1.-.L!'\...U.J. J. \...UUt"LL  Or l,,...U11'lt'1t'.Ul.J.J..,Ctrt.,	\.,..\.Ju1'(1.1 1  l:LVt'...li.J"
REC FEES: $18.50 DEED DOC:$25814.60

 ..;1red bvand,.,n,rn 10 Ashlc_y5. llunt, !::sq.
Hunt Luw Firm P.A. 601 S 9th Str I Leesburg, FL 3-l7-lH 352-365-UG2
File Number· 21310 - Curclioc

Warranty Deed
This Warn.inf)' Deed made this	day of Occcmbtr, 2022 heiwecn C11rdli1c Dragon 160 AC, 1.1.C, n Floridr, limited liabilily company whos P" ' office address is 8210 C•l,crr)' Lake Ro:id, Crovclani.l, FL 3-1736. grantor, and l'LC Banning Ranch, LLC.. Floridu limi!cd l!obillty company, whose posl offic" ;1ddrfSS 1s 605 C.:ommonwrahh,\\'cnut, Orla111lo, F'l.32803. gmntcu:

(Wtu:uc,\'.ro51:J hr.!1ci11 (fa.- ll.'..101.;"gitum.11' .unl 1 •ll1tl1:i.·' uu:hrt,lL' illl th I11111,i:, 11,., jhlj J11 0Mll.,)1U H11J the 001: . l g, I ft:(lre-.cntJI\Vo; .l\t!cJ<l,$11:,!I tlf 111(1!\I,ttto1>.•H'J Ihe Si•CCtl.S,(1 ';\Jid 11ssIgns ,,fcorpornhti1is.lrrsl anJlr'J;-.h.•c:--)

Witucsscth, that suiJ ra11cor. for ,111d in co11s1dcrnlion of the sum of rF.N 1\ND NO/100 DOLL,\RS (SIO00) a11ci other good nnd \aluable considerations 10 said grm11or 111htlnd paid by suiJ ralllcc, th rcceipl whereof Is hcrehy acknowledged. has gramcd. bargained, and sold 10 &he 5111d grantee, ,111d rnmcc's heirs nnd assigns fornv ,. the fQllow,ngdescribed lnnd, siwaw. lying and being inbke Cvuu\y, Florida w-wil:

Purce! l:
The East 585 rcct or the Nurthcnst I/ or 1hc S,1oth1::1st 114 of Srt1ir,11 JJ, Township 211South, Rnugc H Ens1. Lnl,c Co11111y, Florirln,

P11r cl 2:
The Soulhcns11/-1or the .''for1hcn t 1/-1or Sec.tion 33. T.01,nship :w South. Rnngc 2  East, Luke
Couucy. Florfd11.

Purce!3:
The Nor!h 1/2 of the ::,oul11c:1s1 1/-1 or the Nort11wcs1 II :illll 111,11 pnrt or the North 1/2 of the
Sou1h1,cs1 1/-l of the l\'orthe,1sr 114 lying We,1 of the Westerly Righ1,of,W11y 1>flitalc R!1atl Nn. 3J, of Section 34, Townshipl0 So,ith, Range'.!  Ea.st, Lnt,c Count)·, FlorIlla.

Parcel 4:
The Southwest 114 uf the Norlhwc,11 I/  orSection 3 , To"11sl1ip 20 Sou II,, ltani:c 24 Ea,t, Lake
County, Floril.)a.

Parcel 5;
TIie Nor!hwcst 1/4 of 11teS011Chwcsc I /-l ofScc1ion 3 . Township 20 s uth. Runge 24 Ea,t, Lake County. Florhlll,

f'nrccl ldcnrinc:ninn '\/umhn: '.\-1ulliplc l'arcclJ

G·rantur 1>arrun1s thMat lh< time ol'lhti conH):111c<·, the subjccr properly 151101 liteGr;111lor'-• llomcstcatl wilhin th<>meaning set forth In Ille con;tilu!ion or lhe suite of Floridn. nor is it con1iguous lo or a p"rt of home rc:11J properly.

Subject to ensi•mcnts, restrictions aml rel>ervations of rccori.l, if nu . but nnt u, reimpose any 1·11111or hrpsl•cJ restrictions or cuscmtnls.

Together w11h all th 1enen1en1s, llcrcditamcn\sand appur1e11d:1ces 11t,·r io bcl(Jpg1ng or in nit}'llllse Jppcnoi11lng.

To Have :111t1 to Holtl. the s •1• m fee si11111l1: fo1ever_
'J'JII<; SPACE LEFT BLANK INTENTIOKALI. Y
SIGNATURE PAGF. TO FOi.i.OW

Aod thegnmrnr herehy covunant; with said gnuilcc that the gnuuor is lawfully seized of said land in feesimple; that thegnu1tor hQs good right and lawful authority to sell andconvey sa,d lrn,<l, th ! the grnnior hcreb>' fully warrants the title lO saicl land and will tJcfend l c same against the lawful claints of 11 pcr,ons whomsoever; mid :hat said land is
free oi allcncurnbranc ;.except tnx.e.s accruing subSl!!JUCllt lo Occcmbcr JI, 2022.

111 Witnl'SS \,VhercQf, grantol' has hereunto cl granlors h:111d and scnl ,e dtlyand yea,·fost above wl'i!Ccn.

Cardiuc Drng0t1 160 AC, LLC

State of Florida County of Lake
The lorcgomg insmnncnt was ocknowledied before meby mca11s ot'[XJphystcul p, ·n :r [Jonline nomrization. [his/0 duy ofDcucmhcr, :!0 2 by Da,id C. Lew, Manager of Cardiac Drugon 160 A ., LL . on b 1nlioflhe company. whojtJ!I, pcrsunally known to me ur [ J has produced 	 _,,. side 1tica • n.

[Not I)·Seal]

My Com111iss11111 Expires:	-------- -  --

GARY J. COONEY, CLERK OF THE CIRCUIT COURT & COMPTROLLER, LAKE COUNTYr FLORIDA REC FEES: $27.00 DEED DOC:$17316.60

This instrumeot was prepared by and upon recording sbould be returned to:
Troy Finnegan, Esq,
Akennan LLP
420 South Orange Avenue Suite 1200
Orlando, Florida 3280I

Parcel IdentificationNumber(s):
34-20-24-0004-000-00800
34-20-24-0004-000-00902
35-20-24-0002-000-01500

LSpace above lb.is line for Recorder's use.]

SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made this J.Q_ day of March, 2023, by	BFC SR 33, LLC, a Florida limited liability company (the "Grantor"), whose mailin_g address is P.0. Box 30 I0, Winter Park, Florida 32790, to and in favor of TLC WHITEMARSH, LLC, a Florida limited Hability company (the "Grantee"}, whose maHing address is 605 Commonwealth Avenue, Orlando, florida 32803.

WITNESS ETH:

THAT THE GRANTOR, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, to it in hand paid. the receipt whereof is hereby acknowledged, by these presents does grant, bargain, sell, alien, remise, release, convey and confirm unto the Grantee; it') successors and assigns, all that certain real property lying and being in the County of Lake, State ofF)or,ida, as more particularly described on Exhibit "A" hereto and made a part hereof (the "Property");

SUBJECT TO all covenants, conditions. restrictions, reservations. limitations, easements, matters of ret;ord and rights-of-way. if any, but this provision shall not operate to re-impose the same; and taxes and assessments for the current year and subsequent years.

TOGETHER WfTJI all of the tenements, hereditaments, improvements, appurtenances, rights, easements and rights-of-way belonging or in anywise appertaining thereto.

TO HAVE AND TO HOLD unto the said Grantee, itssuccessors and assigns, in fee simple, fol'ever.

AND Grantor hereby covenants with Grantee: (l) that Granter is lawfully seized of the Property in fee simple; (2) that Granter bas good right and lawful authority to sell and convey the Propelty; and (3) that Orantor does hereby agree to warrant and forever detend the right and title to the Property unto Gra_ntee against the claims of those persons claiming by, through or under Grantor. but not otherwise.

66530432:5

1N WITNESS WHEREOF, Grantor has caused these presents to be duly authorized in its name and by those thereunto duly authorized, the day and year first above written.

STGNATURE WITNESSED BY:

GRANTOR:
BFC SR 33, LLC.
a Florida limited liability company

By :	l /'---r?.-'- 3'---,Ht-1-	-	

Name: 2pnY\10...

W.P. BattaJ?JPresident

STATE OF FLORIOA COUNTY OF ORANGE
The foregoing instnunent was acknowledged before me by means of LJ6'physical presence or LJ online notarization, this ti+'day of March, 2023, by W.P. Battaglia, as President of BFC
SR 33, LLC, a Florida limited liability company, on behalf of	•	ompany. He is personally known to me.

[NOTARY SEAL]

Printed Name of Notary Public

- -	- -	- --	-

My commission expires: Sl 2..312(o

(Signature Page to Special Warranty Deed]

2
665)0-l32;5

EXHIBIT "A" LEGAL DESCRIPTION
PARCEL 1:

The Northeast 1/4 of the Southeast l/4 of Section 34, Township 20 South, Range 24 Easl, Lake County, Florida, LESS the North 15 feet thereof.
PARCEL 2:

The North 15 feet of the No1iheast l/4 of the Southeast 1/4 orSection 34, Township 20 South, Range 24 East, Lake County, Florida.

PARCEL 3:

The North 1/2 of the Southwest 1/4 lying West of the Falatlakaha Creek (also spelled Palatlakaha) and the South 1/2 of the South I /2 of the Northwest 1/4 lying West of the Falatlakaha Creek (also spelled Palatlakaha), all in Section 35, Township 20 South, Range 24 East, Lake County. Florida, lying West of Sunshine State Parkway, LESS that portion conveyed to the Florida State Turnpike Auth01ity in Book 212, Page 415.

06530432;5

GARY J. COONEY, CLERK OF THE CIRCUIT COURT & COMPTROLLER, LAKE COUNTY, FLORIDA REC FEES: $27.00 DEED DOC:$27844.60

This iostrument was prepared by and upon recording should be returned to:
Troy Finnegan, Esq.
Akemrnn LLP
420 South Orange Avenue Suite 1200
Orlando, Florida 3280I
Parcel Identification Number(s):
35-20-24-0003-000-0050l
)4-20-24-0004-000-00900
34-20-24-0004-000-0090I

fSpace above this line for Recorder's use.]

SPECIAL WARRANTY DEED
TlllS SPECIAL WARRANTY DEED is made this jQ_ day of March, 2023, by
SR 33, LLC, a Florida limited liability company (the "Grantor"), whose mailing address is P.O.
Box 3010, Winter Park, Florida 32790, to and in favor of TLC WHITEMARSH, LLC, a Florida limited liability company (tbe "Grautee11), whose mailing address is 60S Commonwealth Avenue, Orlando, Florida 32803.

W l I' N E S S ET H:

THAT THE GRAl\"TOR, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, to it in hand paid, the receipt whereof is hereby acknowledged, by these presents does grant, bargain. sell, alien. remise, release, convey and confirm unto the Grantee, its successors and assigns, all that ce1tain real property lying and being in the County of Lake, Stale of Floiida, as more particularly described on Exhibit "A" hereto and made a part hereof (the "Property'');

SUBJECT TO all covenants. conditions, restrictions, reservations, limitations, easements, matters of record and rights-of-way, if any, but this provision shall not operate to re-impose the same; and taxes and assessments for the CtnTent year and subsequent years.

TOGETHER WITH all of the tenements. heredilaments, improvements, appurtenances, rights, easements and rights-of-way belonging or in anywise appertaining thereto.

TO HAVE AND TO HOLD unto the said Grantee, its successors and assigns. in fee simple, forever.

AND Grantor hereby covenants with Grantee: (l) that Grantor is lawfully sei:;,..ed of the Property in fee simple; (2) that Grantor has good right and lawful authority to sell and convey the Properly; and (3) that Grantor does hereby agree to warrant and forever defend the right and title to the Property unto Grantee against the claims of those persons claiming by, through or 1.mder Grantor, but not otherwise.

116530257:5

1N WITNESS WHEREOF, Grantor has caused these presents to be duly authorized in its name and by those thereunto duly authorized, the day and year first above written.
SlGNATURE WITNESSED BY:	GRANTOR:
SR33, LLC,
a Florida limited liability company

'	-'

' -

.

Name:-+,_,"'+'.........,.t<:---+--'"P--'l:;_;\...::;_( ·-='-1' 1 J

By:_ Ll -'.......		­
W.P. Battaglih/President

STATE OF FLORlDA

COUNTY OF ORANGE

The foregoing instrument was acknowledged before me by means of f ysical presence or LJ online ootarization. tbis 6 ''day of March, 2023, by W.P. Battaglia, as President or SR 33, LLC, a Florida limited liability company, ben If of said company. He is personally known to me.

[NOTARY SEAL)

Printed Name of Notary Public
My commission expires:	5{2- )1-G;,,

2
665J0257;5

EXHIBIT '1A11

LEGAL DESCRIPTlON
PARCEL 4:

That part of the South 1/2 of the South l/2 of Section 35, Township 20 South, Range 24 East, Lake County. Florida, lying West of the right of way of the Sunshine State Parkway, established in Official Records Book 220, Page 31, Lake County, Florida.

AND LESS that pa.rt conveyed in Official Records Book 399, Page 942, being more particularly described as follows:

From the South 1/4 comer of Section 35, Township 20 South, Range 24 East, run South 89°35'00" West along the South line of said Section 35, 37.65 feet; thence North 18°16'30" West for 497.41 feet to the Point of Beginning; run thence South 83°11'00" East for 300 feet; thence
orth 06°49' East for 274.59 feet to a point on the Southwesterly right of way of Sunshine State Parkway; run thence North 43°58' West along said right of way for 516.25 teet; thence South 06°49' West for 600.94 feet; thence South 83°11'00" East for 100 feet to the Point of Beginning.
PARCEL 5:

That pati of the Northwest 1/4 of the Southeast 1/4, less the No1th 15 feet thereof: and the South 1/2 of the Southeast 1/4, all in Section 34, Township 20 South, Range 24 East, Lake Cow1ty.
Florida, lying East of the right of way of State Road No. 33. PARCEL 6:
The Nmth 15 feet of the Northwest l/4 of the Southeast 1/4 in Section 34, Township 20 South, Range 24 East, Lake County, Florida, lying East of State Road No. 33.

065J0257:5

KEPLER ROAD CDD PRE-FILED TESTIMONY CHECKLIST

	IORIO
Petitioner Rep	FLINT
DM/FA	
LEO
Engineer/Planner	

Whether all statements contained within the petition have been found to be true and correct	
Pages 2-4	
N/A	
N/A	

Whether the establishment of the district is inconsistent with any applicable element or portion of the state comprehensive plan or of the effective local government comprehensive plan	

N/A	

State - Pages 9-10	
State - Pages 6- 7 Local - Pages 7-8	

Whether the area of land within the proposed district is of sufficient size, is sufficiently compact, and is sufficiently contiguous to be developable as one functional interrelated community	

N/A	

Pages 5-6; 10	

Page 3	

Whether the district is the best alternative available for delivering community development services and facilities to the area that will be served by the district	
N/A	

Pages 4-5; 10-11	

Pages 5-6	

Whether the community development services and facilities of the district will be incompatible with the capacity and uses of existing local and regional community development services and facilities	

N/A	

Page 7	

Pages 4-5	
Whether the area that will be served by the district is amenable to separate special-district government	
N/A	
Pages 6-7	
Page 5	

4873-1058-2654.1

BEFORE TIIE CITY COMMISSION ClTY or LEESBURG, FLORIDA

lN RE:	PETITION TO ESTABLISH THE	)
COUNTY ROAD 33 COMMUNITY	)
DEVELOPMENT DISTRICT	)

AFFIDAVIT ADOPTING WRITTEN, PRE-FILED TESTIMONY

STATE OF F,OT RJDA COUNTY OF ORANGE
George Flint ("Affiant'"), being first duly sworn, do hereby stale fur my affidavit as follows:
l.	I have personal knowledge of the matters set forth in this affidavit.

My name is George Flint, and I am a Vice-President with Governmental Management Services - Central Florida, LLC.
The prepared written, pre-filed testimony consisting of twelve (12) pages, including exhibits to the testimony. submitted under my name to the City Commission of City of Leesburg, Florida, relating to the Petition lo Establish ("Petition") the County Road 33 Community Development District (''District") and attached hereto, js true and correct.
lf l were asked the questions contained in the pre-filed testimony orally at the District establishment hearing. my oral answers would be the same as the written answers presented in my pre-filed testimony.
S.   My credentials, experience and qualifications concerning my work are accurately set forth in my pre-filed testimony.
:\Jty pre-filed testimony addresses the various managerial, operational and financial aspects related to the Petjtion.

No corrections or amendments to my pre-filed testimony are required.

_,.l

Under penalties of perjury, I declare that I have read the foregoing and the facts alleged are true and correct lo the best of my knowledge and belief.
Executed this	day of	Sc.  -h-l...,.	2023.

Georg Fl.

SWORN TO and SUBSCRIBED before me by means of hysical presence or O online notarization, this2	 day of Si:pfwl	2023 by the Affiant.

(Official Notary Signature) Name: l?vi+fa-n'::l		Us	
 Personalh· Known	
[notary seal]	OR Produced Identification--------
Type of Identification 	 _

TESTIMONY OF GEORGE FLINT FOR ESTABLISHMENT OF COUNTY ROAD 33 COMMUNITY DEVELOPMENT DISTRICT

Please state your name and business address.

My name is George S. Flint. My business address is 219 East Livingston Street. Orlando, Florida 32801.

By whom are you employed and in what capacity?

I am a Vice-President with Governmental Management Services - Central Florida, LLC (GMS) and serve as District Manager and assessment administrator for community development districts.

Please briefly summarize your duties and responsibilities.

GMS provides management consulting services to community development districts and the real estate industry, including general management. accounting. recording. secretarial services, field services and assessment administration. GMS currently serves as the district manager for over two hundred fifty (250) community development districts ("CDDs") in the State of Florida.

Do you work with both public and private sector clients?

GMS primarily works for public entities providing district management services. However, we are retained, from time to time. by private entities to consult on the creation of special districts as well as the viability of certain proposed developments.

Prior to your current employment, by whom were you employed and what were your responsibiUties in those positions?

I have twenty-nine (29) years of experience in the public and private sectors providing general management, budgeting. and consulting services. l served as the Budget Officer and Assistant County Administrator for St. Johns County, Florida, and as the Assistant County Manager/Performance Manager for Alachua County, Florida. In addition, I served as a Senior Management Consultant and Regional Maoager for TetraTech. Inc.. an environmental engineering firm, and as the Executive Director of the St. Johns County Utility Authority. I have extensive knowledge of special districts, governmental budgeting and finance issues, the development process, and water and wastewater utilities.

Are you familiar with the Petition ("'Petition'') filed by TLC Whitemarsh, LLC ("Petitioner") on June U, 2023, seeking the establishment of the proposed District?

Yes, I serve as an assessment, economic, and management consultant relating to the establishment of the proposed District.  Specifically, 1 assisted the Petitioner with the

preparation of Petition Exhibit 8. the Statement of Estimated Regulatory Costs (''SERC").

Please describe your educational background.

I have a Bachelor of Arts degree from Princeton University in Politics with a focus in economics and a Master of Public Administration from Florida State University with a specialization in public budgeting and finance.

Please describe your work with community development districts ("CDDs") in
Florida.

Through GMS, the clients I serve are both resident-elected and landowner-elected CODs, depending on the stage in the life of the development. l assist the various Boards of Supervisors and residents by managing the accounting. official recordkeeping, and operations and management of the assets acquired or constructed by the COD. I have provided management and assessment administration services to over fifty (50) active CDOs across Florida.

Are any of these community development districts that you have worked with about the same size as the proposed County Road 33 Community Development District in the City of Leesburg, Florida (the "City")?
Yes.

DISTRICT MANAGEMENT
I0.  At this point, r will ask you to address certain matters that are related to community development district management. Please describe the general manner in which a community development district actually operates.

Community development districts are governed by a five-member board of supervisors. These board members are initially appointed by the establishment entity in its ordinance. Within 90 days of the establishment ofthe distlict, a new board is elected by the landowners in the district. The Board is the governing body of the district. The Board employs a district manager, who supervises the district's services, facilities, and administrative functions. The Board annually considers and. after public notice and hearing. adopts a budget. The district submits a copy of the proposed budget to the applicable local general­ purpose government for review and for optional comment prior lo its adoption each year.
I l.  Are there requirements, such as the open meetings and public records laws, imposed upon community development districts in order to safeguard the public that are similar to those imposed upon other general-purpose local governments?
Yes, there are.

Please describe these requirements and safeguards.

2

First. it is important to note that the establishment of a CDD does not change any requirements for local general-purpose governmental approval of constniction within the district. Any land development requirements and all state and local development regulations still apply.

Second, members of the COD Board of Supervisors must be residents of Florida and citizens of the United States. After the Board shifts to being elected by the resident electors of the district the supervisors must also be residents and electors of the district. Board members must annually file the same financial disclosure forms required by other local officials. All meetings of the CDD Board of Supervisors are open to the public and are subject to the government in the sunshine requirements of Chapter 286, Florida Statutes. Furthermore, the District's records must be open for public inspection in accordance with the Florida law governing public records.

Next, the district must provide financial reports to the state in the same form and manner as is required of all other political subdivisions. The COD is annually audited by an independent certified public accountant. As I said before. the COD budget is adopted annually by the board after a public hearing. All rates. fees, and charges imposed by the district must be adopted pursuant to Chapter 120, Florida Statutes.

Finally, to impose special or non-ad valorem assessments under Chapter 170, 190 and 197, a CDD must provide published and mailed notice to those who are assessed providing them opportunity to appear before the Board of Supervisors and have an opportunity to comment on the advisability of the assessments. That assessment process entails preparation of an assessment methodology that fairly and equitably allocates the cost of the district's projects.

 Please describe in general terms how a COD operates financially, both on a day to- day	and a long-term ba.sis.

In the early stages. particularly when a CDD is first formed, the CDD's operating funds may be funded by a "Funding Agreement" between the CDD and the landowner/developer in lieu of assessments that the CDD might have imposed on property within the COD.

In order to provide long term financing of capital projects. CDDs otten issue bonds. All bonds issued by CDDs must be secured by a trust agreement, and any bond matu1ing over a period of more than five years must be validated and confirmed by court decree pursuant to Chapter 75, Florida Statutes. The CDD also may borrow funds on a long or short-tern, basis.

Debt may be retired by the District through non ad valorem or special assessments imposed on benefited properties. or rates, fees, a.nd charges imposed on users of district facilities and services. By law, debt of the District cannot become debt of any other government (city, county or state), without that government's consent.

3

What alternatives, other than community development districts, are you familiar with that might be available to provide communjty infrastructure for the lands within the proposed District?

In my opinion there are two alternatives that might provide community infrastructure such as the roads, utilities, stormwater management facilities. and other improvements contemplated for the proposed District. First, the general-purpose local government could finance the improvements utilizing special assessments and/or general funds. Alternatively, the developer could provide infrastrucrure through private means. including private financing if available. As discussed later in my testimony, neither of these alternatives is preferable to use of the COD concept.

What has been your role with respect to the Petition to Establish the County Road 33 Commuruty Development District (the "Petition")'?

I have worked closely with TLC Whitemarsh, LLC (the ·'Petitioner") and its consultants in determining if a COD is appropriate for this project. I also supervised the preparation of Exhibit 8 of the Petition, the SERC.

Do you have an opinion, as someone experienced in district management and operations, as to whether the proposed District is the best available alternative for delivering community services and facilities to the areas that will be served by the District?

Yes. For this project, the proposed District is the best alternative available for delivering the proposed services and facilities to the area that will be served. These improvements include, but are not limited to. on and off-site sanitary sewer collection, on and off-site water distribution and reuse water, stormwater management system, electtical service systems. gas service systems. on and off-site roadway improvements, and landscaping. hardscaping and irrigation.

l7.	What is the basis for your opinion?

Looking al the alternatives, the City could finance and manage the improvements utilizing special assessments or general funds. The developer and/or a property owner's association ("'POA'') could provide these facilities as well through private financing.

In evaluating rhe alternatives, it is important to consider whether the alternative can provide the best focus, can effectively and efficiently manage and maintain the facilities, and whether the alternative can secure low cost, long term public financing. The City clearly provides the long-term perspective and is a stable and relatively low-cost source of financing and provider of services at sustained levels. However, the City bas substantial demands over a broad geographical area that places a heavy management delivery load on its staff. In addition, if dependent district financing were used, the City would be responsible for all administrative aspects of the dependent district. The City would have to make time and meetings available for the monthly matters pertaining to the dependent

4

district. By using a dependent district mechanism, the City would be increasing its responsibility and hence liability for the variety of actions that will take place in the development. The City, through the dependent district, would also be the contracting party for all construction contracts, would have to deal with bid issues, enforce performance bonds. and participate in construction arbitration or litigation if necessary. They would deal with delay claims and budget management and all the other challenges that come with being the owner in a public construction project. A district can be created to provide focused attention to a specific area in a cost-effective manner. It also allows the City to focus staff time, finances, and other resources elsewhere and does not burden the general body of taxpayers in the City with the debt associated with this growth.

The other alternative is the use of private means either through a POA or through the developer, or both in combination. This combination can clearly satisfy the high demand for focused service and facilities and managed delivery. However, only a public entity can assure a long-te1m perspective, act as a stable provider of services and facilities, qualify as a lower cost source of financing, and pay for services at sustained levels. POAs lack the ability to effectively finance the improvements. Their ability to assure adequate funds for sustained high levels of maintenance is less than with a COD.

Furthermore, neither the developer nor a POA would be required to conduct all actions relating to the provision of these improvements in the "sunshine" as a COD must or abide by other public access requirements that are incumbent upon a COD and its Board of Supervisors. Also, provision and long-term operation and maintenance of these improvements, particularly the drainage activities, by a COD ensures that residents have guaranteed access to the body or entity making decisions about these facilities. and in fact will one day sit as the five-member board making the decisions that impact their community directly.

A CDD is an independent special purpose unit of local government designed to focus its attention on providing the best long-term service to its specifically benefited properties and residents. It has limited power and a limited area of jurisdiction. The COD will be governed by its own board and managed by those whose sole purpose is to provide the district long term planning, management, and financing of these services and facilities. This long-term management capability extends to the operation and maintenance of the facilities owned by the COD. Further, the sources for funding and manner of collection of funds will assure that the COD facilities will be managed at the sustained levels of quality desired by residents well into the future.

J8. Do you have an opinion, as someone experienced in district management and operations, as to whether the area of land to be included within the proposed District is of sufficient size, is sufficiently compact, and is sufficiently contiguous to be developable as one functional interrelated community'?

Yes.

What is your opinion?

5

The proposed CDD has sufficient land area, and is sufficiently compact and contiguous to be developed, with the roadway, drainage, water and sewer, and other infrastructure systems, facilities and services contemplated. The District will operate as one functionally interrelated community.

What is the basis for your opinion?

The size of the proposed District ts approximately 441.153 acres. Based on my previous experience, the proposed District is of sufficient size, compactness, and contiguity to be developed as a functional interrelated community.

The qualities of compactness, contiguity, and size relate directly to whether ru1 area can become one functional inte1Telated community. From the standpoint of the provision, management and operation of the community infrastructure expected to be provided by the District, the acres contemplated for inclusion within the District is sufficiently compact, contiguous and of sufficient size to maximize the successful delivery of these infrastructure improvements to these lands. The delivery of services and facilities to the lands within the District will not be hampered by insunnountable barTiers or spatial problems. The area within the District is suitably configured to maximize the benefits available from the District services and facilities to be provided.

Do you have an opinion, as someone experienced in district management and operations, as to whether the area that will be served by the proposed District is amenable to separate special district government?

Yes.

What is your opinion?

The District is of sufficient size, compactness, and contiguity. Therefore, the area to be served by the proposed District is clearly amenable to separate special district governance. The configuration of the District is not unlike other CDOs with which I have worked over time.

What is the basis for your opinion?

Two crite1ia are needed to evaluate if a land area is amenable to separate special disttict government. One. does the land area have need for the facilities and services and will its owners and residents benefit from facilities that the special district could provide? Two, is the land area of sufficient size, sufficient compactness, and sufficiently contiguous to be the basis for a functional inten-elated community?

Under both criteria, the proposed District is a planned community of sufficient size with a need for the facilities and improvements that are presently expected to be provided by the proposed District. As described in the petition, the proposed District will construct and

6

maintain certain identified needed facilities and services. Other facilities and improvements will be constructed by the proposed District and ultimately owned and maintained by the City. Based on my experience, CDDs of this size are large enough to effectively provide and manage services. From a management and operations perspective, the land area is well suited to the provision of the proposed services and facilities. Ultimately, of course. iflater circumstances would cause the City to re-evaluate whether these lands should continue as separate special district government, the City has the option under Section 190.046(4), Florida Statutes. to effectively take over the functions of any COD.

Do you have an opinion, as someone experienced in district management and operations, as to whether the community development services and facilities of the proposed District will be incompatible with the capacity and use of existing locaJ and regional community development services and facilities?

Yes.

What is your opinion?

The proposed services and facilities of the proposed District are not incompatible with the capacity and uses of existing local or regional community development services and facilities.

What is the basis for your opinion?

Petitioner presently expects the proposed District to finance and construct certain on and off-site sanitary sewer collection, on and off-site water distribution and reuse water, sto1mwater management system, electrical service systems. gas service systems. undergrounding of electrical systems, on and off-site roadway improvements, and landscaping. hardscaping and in-igation. None of the facilities expected to be provided by the District presently exist. Ultimately, a district may own and maintain certain of those improvements and the City, or other governmental entities. may own and maintain others. There will be no overlap or incompatibility because the facilities and improvements expected to be provided by the proposed District do not exist today.

ECONOMICS AND FINANCING

You stated earlier that you are you familiar with the Petition, and its Exhibits, filed by the Petitioner, to establish the proposed County Road 33 Community Development District. Are you particularly familiar with Exhibit 8 to the Petition'?

Yes, Exhibit 8 is the SERC, a requirement of Chapter I90, Florida Statutes.

What exactly is a "SERC"?

The Statement of Estimated Regulatory Costs is actually a requirement under Sections

7

190.05 and 120.541(2), Florida Statules, which has been incorporated into the law on establishment of community development districts.

In general terms, please summarize the economic analyses presented in the SERC.

An understanding of the SERC requires the recognition of the scope of review and evaluation for the establishment of a community development district as set out in Chapter
190. Section 190.002(2)(d), Florida Statutes,states "[t]hat the process of estabIisbing such
a district pursuant to unifom1 general law [must] be fair and based only on factors material to managing and financing the service-delivery function of the district, so that any matter concerning permitting or planning of the development is not material or relevant." Thus, the scope of the economic analysis included in the SERC addresses only the establishment of the proposed District. and not the planning or development of the property itself.

The economic analysis sets out the assumptions about the development within the proposed district and the anticipated infrastructure to be provided by it. The analysis addresses each of the potentially affected parties defined in Chapter 120, Florida Statutes, and evaluates the impact of the proposed district on each such group.

The proposed County Road 33 Community Development DistTict is a specialized unit of locat government. It is a special purpose unit of local government with a single objective: the provision of infrastructute and services for a planned new community. Its economic benefits exceed its economic cost to the Petitioner. the City, and to all subsequent purchasers and landowners of the community - in short, to all affected parties.

Once the proposed District is established, there are no direct costs to the City. While the proposed District will provide certain reports and budgets to the City for its discretionary review, there are no requirements that either incur any obligations or expense associated with its review. ln addition, to the extentthe proposed District utilizes the services of the Property Appraiser or Tax Collector under the provisions of Chapter 197, Florida Statutes. to collect its assessments, the proposed District must pay the costs associated with those services.

It is important to note that under Chapter 190, the debt of the proposed District cannot become the debt of the City or the State of Florida. Since the proposed District will be an independent unit of government and issue its own bonds, the proposed District will not have any effect on the bonding capacity of the City or the State of Florida.

Please describe briefly the data and methodology used in preparing the SERC and related analyses.

The data for the analysis came from the landowner, other experts working on the Petition, and from the Petition itself. The methodology utilized is the standard economic impact assessment.

From an economic and financial perspective. do you ha,•e an opinion regarding the

8

financial viability and feasibility of the proposed District?

Yes. I do.

What is that opinion?

ln my opinion, based on my experience with other districts. the proposed County Road 33 Community Development District is expected to be financially viable and feasible.

Are you familiar with the State Comprehensive Plan found in Chapter 187, Florida Statutes?

Yes.

From an economic and financial perspective, do you have an opinion as to whether the proposed District is inconsistent with the State Comprehensive Plan from an economic perspective?

Yes.

What is that opinion?

It is my opinion the proposed County Road 33 Community Development District is not inconsistent with any applicable element or portion of the state comprehensive plan.

What is the basis for your opinion'?

I have reviewed, from an economic and financial perspective, the State Comprehensive Plan, particularly those portions that relate to community development districts. The State of Florida Comprehensive Plan (Chapter 187, Florida Statutes) "provides long-range policy guidance for the orderly social, economic, and physical growth of the state." From an economic and financial perspective, four subjects, subjects 15, 17, 20, and 25 of the State Comprehensive Plan are relevant to the establishment of a COD.

Subject 15, titled Land Use, recognizes the importance of locating development in areas that have the fiscal abilities and service capacity to accommodate growth. It is relevant because CDDs are designed to provide infrastructure services and facilities in a fiscally responsible manner to the areas that can accommodate development. The establishment of the District will not be inconsistent with this goal because the District will have the fiscal capability to provide the specified services and facilities within its boundaries.

Subject l7, titled Public Facilities, relates to (i) protecting investments in existing public facilities; (ii) providing financing for new facilities, (iii) allocating the costs of new public facilities on the basis of the benefits received by future residents; (iv) implementing innovative but fiscally sound techniques for financing public facilities; and (v) identifying and using stable revenue sources for financing public facilities. The establishment of the

9

District will further these State Comprehensive Plan Goals and Policies.

Subject 20, titled Governmental Efficiency, provides that governments shall economically and efficiently provide the amount and quality of services required by the public. The proposed District will be consistent with this element because the proposed District will continue to:

cooperate with other levels of Florida government;

be established under uniform general law standards as specified in Chapter 190, Florida Statutes;

be professionally managed. financed. and governed by those whose property directly receives the benefits;

not burden the general taxpayer with costs for services or facilities inside the County Road 33 Community Development District; and

plan and implement cost efficient solutions for the required public infrastructure and assure delivery of selected services to residents.

Subject 25, titled Plan Implementation, calls for systematic planning capabilities to be integrated into all levels of government throughout the state, with particular emphasis on improving intergovernmental coordination and maximizing citizen involvement. The proposed District is consistent with this element of the State Comprehensive Plan.

Based on your work with districts and from an economic and financial perspective. do you have an opinion as to whether the area of land that is proposed to be included within the proposed District is of sufficient size, sufficient compactness, and sufficient contiguity to be developable as one functional interrelated community'?

Yes.

What is your opinion'!

Based on my previous experience, the proposed District is of sufficient size, compactness. and contiguity to be developed as a functional interrelated community.

What is the basis for your opinion'?

The project is compact with land use typical of a planned community. The development of the land has been planned to be a functional intetTelated community making the most efficient use of public funds available

From a financial perspective, do you have an opinion as to whethet· the proposed County Road 33 Community Development District is the best alternative available for providing the proposed community development services and facilities to the area
10

to be served?

Yes.

What is your opinion?

The proposed District is the best alternative to provide community development facilities to the area to be served. This is true for the landowners and the governmental entities for the following reasons.

From the perspective of current and future property owners within the District, the District is the best alternative for providing community facilities, infrastructure, and services. The land development envisioned for the area within the District boundaries will require substantial provision of infrastructure, facilities and services. The COD is an alternative method to provide these necessary services. The COD can access the tax-exempt public capital markets and thereby fund these facilities and services at a lower cost than the alternative of developer funding. Furthermore, unlike a property owners association (''POA"), the COD has the power to assess property and collect those assessments along with other property taxes. Therefore, a COD can fund large capital improvement programs that a POA cannot.

With regard to the operations and maintenance of community facilities and services the CDD is also the best alternative. The COD is preferable to a POA to future landowners for the following reasons. First, unlike a POA, the COD collects funds for operations and maintenance directly from assessments collected along with all other property taxes, which is a more assmed income stream. Unlike a POA, a COD is a unit of local government, and it must hold its meetings in the sunshine and bid oot its contracts where required by law. A COD provides control to the landowners much sooner in time than a POA. A COD is focused on providing the community with services, facilities, and their maintenance in a way the general-purpose government, with its competing interests and broad responsibilities, is not. This level of local control serves the best interests of property owners in the COD.

From the perspective of the State of Flo1ida, the City, and the Water Management District. a COD is the best alternative for providing community facilities and their operations and maintenance for a variety of reasons. First, as noted above. compared to a POA the COD is a more powerful and more responsive organization for providing and maintaining infrastructure and services. Second, without a COD the City may have to assume greater responsibility for construction, operations, and maintenance of community facilities and services. Even if the City formed a dependent district to provide community facilities and services to the area to be served by the COD, and charged approp1iately for these services, the City would be enmeshed in the responsibilities and in the management of those facilities. Furthenuore, without a COD the City cannot be assured that only residents of the area to be served by the COD would bear the full costs of the needed facilities and services.

From an economic and financial perspective, do you have an opinion as to whether

I I

theservices and facilities to be provided by the proposed County Road 33 Community Development District will be incompatible with the uses and existing local and regional facilities and services?

Yes.

What is your opinion?

The proposed County Road 33 Community Development District covers approximately 44I.153 acres of land. The configuration of the land is sufficiently compact and contiguous. As such, it will not create any economic disincentives to the provision of the infrastructure facilities contemplated in this case.

Given the scope and expected cost of facilities to be provided, 441.153 acres for a residential development provides a sufficient economic base to absorb the debt costs and anhual operating costs for district administration and to efficiently apportion the cost of improvements.

From an economic and financial perspective, do you have an opinion as to whether the area that will be served by the proposed County Road 33 Community Development District is amenable to separate special district government?
Yes.

What is your opinion and its basis?

It is my opinion that the area within the boundaries of the proposed District is amendable to a separate special district government. The lands within the proposed District's boundaries have the need for basic infrastructure.

The land is of sufficient size. compactness, and contiguity and meets those tests. Therefore. from an economic and financial perspective. the area to be served by the proposed District is clearly amendable to separate special district governance.

Does this conclude your testimony?

Yes, it does

12

BEFORE THE CITY COMMISSION CITY OF LEESBURG, FLORIDA

r	RE:	PETITION TO ESTABLISH THE	)
COUNTY ROAD 33 COMMUNITY	)
DEVELOPMENT DlSTR1CT	)

AFFIDAVIT ADOPTING WRITTEN, PRE-FILED TESTIMONY

STATE OF FLORIDA COUNTY OF	CJra,,zI

I, Kathleen Leo, P.E., of GAl Consultants, Inc., being first duly sworn, do hereby state for my affidavit as follows:
l.	I have personal knowledge of the matters set forth in this affidavit.

My name is Kathleen Leo, and I am a Vice President of GAI Consultants, Inc.

The prepared written, pre-filed testimony consisting of eight (8) pages, submitted under my name to the City of Leesburg, Florida, relating to the establishment of the County Road 33 Community Development District and attached hereto, is true and correct.
If I were asked the questions contained in the pre-filed testimony orally at the District establishment hearing, my oral answers would be the same as the written answers presented in my pre-filed testimony.
My credentials, experience and qualifications concerning my work with land development projects as a professional engineer and planner are accurately set forth in my pre­ ftled testimony.
My pre-filed testimony generally addresses the nature of the services and facilities anticipated by the proposed County Road 33 Community Development District.

No corrections or amendments to my pre-filed testimony are required.
Under penalties of perjury, I declare that I have read the foregoing and the facts alleged are true and correct to the best of my knowledge and belief.
Executed this		day of		2023.

Kathsifb<	

SWORN TQ. 9d SUBSC	e by means ofJ;,hysica! presence or D online

)

notarization, this -f-/VftLday of_ -=-I	.......-'=--'c.&---2023 by the Affiant.

[notary seal]

Name:	drrf- -JY//tZ-O		 Personally Known_,..	 _ OR Produced Identification

r +"-	CHRISTINALORENZO

,.. A-"!'f

1

\ Orf",/ My Comm. ExpiresJan 28, 2024
Bonded throughNational Notary Assn.

l'

:lWj= Commission II GG 9190◄3

-  Notary Public • St.Jte of Florida

.

------

Type of Identification 	 _

2of 10

1
2
3
4	1.
5
6
7
8
9	2.
10
11
12
13	3.
14
15
16
17	4.
18
19
20
21
22
23	s.
24
25
26
27	6.
28
29
30
31
32	7.
33
34
35
36
37
38
39	8.
40
41
42
43
44	9.
45

TESTIMONY OF KATHLEEN LEO, P.E., FOR ESTABLISHMENT OF COUNTY ROAD 33 COMMUNITY DEVELOPMENT DISTRICT

Please state your name and business address.

My name is Kathleen Leo, and my business address is 618 E. South Street, Suite 700, Orlando, Florida 3280 l.

By whom are you employed and in what capacity?

I am a Vice President with GAI Consultants, Inc.

How long have you held that position?

Almost 6 years

Please give your educational background, with degrees earned, major areas of study and institutions attended.

BS Environmental Engineering, University of Central Florida, 1992 MS Environmental Engineering, University of Central Florida, 1993

Do you have any professional licenses, registrations, or certifications? I am a registered Professional Engineer in the State of Florida. PE # 51419 Are you a member of any professional associations?
I am a member of the Urban Land Institute and CREW (Commercial Real Estate Women's Network)

Please summarize your previous experience as it relates to public facility design and construction and land development and planning.
With 30 years of experience, I have a broad range of experience in the private and public markets. l am well versed in project development from conceptual planning to design and construction, having worked on projects throughout Central Florida.

Have you been involved in any developments of the type and nature contemplated within the proposed County Road 33 Community Development District ("District")?

Yes

Are you familiar with the Petition ("Petition") filed by TLC Whitemarsh, LLC ("Petitioner") on June 12, 2023, seeking the establishment of the proposed District?

1		
2		
3		
4		
S	10.	
6		
7		
8		
9		
10	11.	
11		
12		
13		
14	12.	
15		
16		
17		
18	13.	
19		
20		
21		
22		
23	14.	
24		
25		
26		
27		
28		
29		
30		
31		
32		
33		
34		

Yes. I assisted the Petitioner with the preparation of some of the exhibits filed with the Petition and reviewed others.

Are you generally familiar with the geographical area, type, and scope of development and the available services and facilities in the vicinity of the proposed District?
Yes, I am.

Which documents did you prepare or have others prepare under your supervision?

Exhibits 1, 2, Composite 4, Composite Exhibit S, 6, and 7.

Do any of those exhibits require any change or correction?

No.

To the best of your knowledge, are Exhibits 1, 2, Composite 4, Composite Exhibit S, 6, and 7 to the Petition accurate?

Yes, to the best of my knowledge.

In general, what do Exhibits 1, 2, Composite 4, Composite Exhibit 5, 6, and 7 to the Petition demonstrate?

Exhibit I is a map showing the general location of the proposed District.

Exhibit 2 is the metes and bounds description of the external boundary of the proposed District.

Composite Exhibit 4 contains maps depicting the existing and future general distribution, location, and extent of the public and private land uses within the proposed District by the land use plan element.

Exhibits SA, 5B, and SC contain maps of existing and planned, future wastewater
distribution, stormwater, reuse distribution, and water distribution within and around the
proposed District.
38
Exhibit 6 provide a list of the proposed facilities and services the proposed District is
anticipated to finance, fund, construct, acquire and/or install, as well as the anticipated
entity responsible for the ownership and maintenance thereof. 42
Exhibit 7 contains the estimated costs and timetable of constructing and/or installing the
infrastructure serving the land within the proposed District. 45

2

I	15.
2
3
4
5
6
7
8
9
10	16.
I I
12
13
14
15
16
17	17.
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33	18.
34
35
36
37
38
39
40
41
42
43
44
45

What capital facilities are presently expected to be provided by the District?

Based on information provided by Petitioner and as more fully described in Petition Exhibit 6, it is presently expected that the District will construct and/or acquire on and off-site sanitary sewer collection, on and off-site water distribution and reuse water, stonnwater management system, undergrounding of electrical service systems, gas service systems, on and off-site roadway improvements, and landscaping, hardscaping and irrigation improvements.

Based upon your training and experience as an engineer, do you have an opinion as to whether the proposed District is of sufficient size, sufficient compactness, and sufficient contiguity to be developed as a functional interrelated community?

Yes. Based on my experience, the proposed District is of sufficient size, compactness and contiguity to be developed as a one functional interrelated community.

What is the basis for your opinion?

For many reasons, the proposed District facilities can be provided in an efficient, functional and integrated manner.

First, there are sufficient, significant infrastructure needs for the area within the proposed District to allow development as a functionally interrelated community.

Second, the specific design of the community allows infrastructure to be provided in a cost­ effective manner. The land included within the proposed District area is contiguous, which facilitates an efficient and effective planned development.

Third, the provision of services and facilities through the use of one development plan provides a contiguous and homogenous method of providing services to lands throughout the District.

In your opinion, you said the proposed District is sufficiently compact and contiguous to be developable as a functionally interrelated community. Would you please explain what you mean when stating that the proposed District is of sufficient compactness?

The District will encompass approximately 441.153 acres and will provide a range of residential and residential-support land uses that require the necessary elements of infrastructure including on and off-site sanitary sewer collection, on and off-site water distribution and reuse water, stormwater management system, undergrounding of electrical service systems, gas service systems, on and off-site roadway improvements, and landscaping, hardscaping and irrigation, among other improvements. The proposed District will have sufficient overall residential density to require all the above-mentioned necessary elements of infrastructure of a comprehensive community. These facilities and services require adequate planning, design, financing, construction, and maintenance to provide the

3

I
2
3
4
5
6	19.
7
8
9
10
I 1
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29	20.
30
31
32
33
34
35
36
37
38	21.
39
40
41
42
43
44
45

community with appropriate infrastructure. The preferred method of developing land, especially for higher density residential uses, is for the development to be spatially compact. This augments the District's ability to construct and maintain improvements and provide services, in a cost-efficient manner.

Can you provide an example of a service or facility and explain why a COD is a preferred alternative for long-term operation and maintenance?

Yes. A good example would be a storm water management system. Both a COD and a homeowner's association are permitted to operate and maintain such systems under applicable St. Johns River Water Management District ("SJRWMD") and City of Leesburg rules. However, SJRWMD rules generally require homeowner's associations to provide significantly more information and documentation before the SJRWMD will accept them as an operation and maintenance entity. This additional information is required to ensure the association has the financial, legal and administrative capability to provide for long­ term maintenance of the storm water management system. Such documentation generally must: (1) indicate that the association has the power to levy assessments; (2) mandate the association will operate and maintain such systems; and (3) provide that the association cannot be dissolved until another entity is found to maintain the storm water management system.

In comparison, a COD is a perpetual local government unit, which by law has the requisite assessment authority, including the ability to collect such assessments on the county tax roll. Thus, a COD generally must simply provide a letter to the SJRWMD stating that the COD will accept operation and maintenance responsibility. All things being equal, a COD is preferred over a homeowner's or property owner's association for operation and maintenance of a storm water management system.

Does the establishment of the District obviate the need for local land development regulations, ordinances or plans?

No. Section 190.004, Florida Statutes, explicitly provides the establishment of a COD does not in any way impact or change the applicability of any governmental planning, environmental and land development laws, regulations, and ordinances. A COD cannot take any action that is inconsistent with the comprehensive plan, code of ordinances or regulations of the city or county within which it is located.

Based on your experience, do you have an opinion as to whether the services and facilities to be provided by the proposed District will be incompatible with the capacities and uses of existing local and regional community facilities and services?
Yes. Based on the information provided to me, it is my opinion that the proposed services and facilities of the proposed District will not be incompatible with the capacity and uses of existing local or regional community development services and facilities.

4

1	22.
2
3
4
5
6
7
8
9
10
11
12	23.
13
14
15
16
17
18
19
20	24.
21
22
23
24
25
26
27
28
29	25.
30
31
32
33
34
35
36
37	26.
38
39
40
41
42
43
44
45	27.

What is the basis for your opinion?

Currently, none of the planned infrastructure improvements the proposed District plans to provide exist on the subject property in a manner which is useful to the proposed development. Each of the elements of infrastructure for the necessary services and facilities will connect into the existing, surrounding systems according to criteria, review and approval of the existing operational entity. The proposed master infrastructure roadway improvements will interconnect with and extend the City's roadway system. The proposed water and sewer systems will extend the existing utility systems currently operated by the City of Leesburg. There will be no incompatibility issues.

Based on your experience, do you have an opinion as to whether the area to be included within the proposed District is amenable to being served by a separate special district government?

Yes. Based on the information provided to me, in my opinion, and to the best of my knowledge, the area identified in the Petition is amenable to being served by a separate special district government.

What is the basis for your opinion?

Based on the information provided to me, the proposed District is limited in purpose and the infrastructure improvements to be provided by the proposed District are limited in scope. This infrastructure is expected to directly benefit the development and may be adequately served by a special district government. In addition, special district governance provides a mechanism whereby long-term maintenance obligations can be satisfied by the persons primarily using the facilities and services.

Do you have an opinion, as someone experienced in land planning, as to whether the proposed District is the best alternative for delivering community services and facilities to the areas that will be served by the proposed District?

Yes. Based on the information provided to me, it is my opinion that the proposed District is the best alternative for providing the proposed services and facilities to the land to be included within the proposed District.

What are the alternatives contemplated in rendering this opinion?

There would be two alternatives to the establishment of the proposed District. First, to facilitate economic development, accommodate new growth, and provide new services, the City could perhaps provide the selected facilities. The second alternative would be for the developer or homeowner's association (HOA) to provide the infrastructure using private financing.

How does the proposed District compare to these alternatives?

5

I 2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25	28.
26
27
28
29
30
31	29.
32
33
34
35
36	30.
37
38
39
40
41
42
43
44
45

By comparison of the alternatives referenced above, from a planning perspective, the proposed District is the best alternative available to provide the necessary infrastructure improvements. As a speciaJ-purpose "local government," the proposed District is a stable, long-term public entity capable of constructing, maintaining and managing the proposed elements of infrastructure of the necessary facilities and services. The limited purpose and scope of the District, combined with the statutory safeguards in place, such as notice of public hearings and access to district records, would ensure that the proposed District is responsive to the infrastructure needs of the proposed District. The proposed District would be able to obtain low-cost financing to provide the necessary improvements and then impose special or non-ad valorem assessments upon the property owners within the District to fund the infrastructure.

Only a COD allows for the independent financing, administration, operations and maintenance of the land within the District. OnJy a COD allows property owners, and eventually residents, to completely control the COD board and, therefore, the timing and extent of infrastructure improvement and maintenance. Knowing when, where and how infrastructure will be needed to service the projected population of an area allows for the smooth delivery of those facilities. The proposed District exceeds other available alternatives at focusing attention to when and where and how the next system of infrastructure will be required for this specific area. This results in a full utilization of existing facilities before new facilities are constructed. It reduces the delivered cost to the citizens being served. All other alternatives do not have these characteristics.

Do you have an opinion, as someone experienced in planning, as to whether the establishment of the proposed District is inconsistent with any applicable element or portion of the State Comprehensive Plan found in Chapter 187, Florida Statutes?

Yes.

What is your opinion?

In my opinion, the proposed District is not inconsistent with the applicable provisions of Chapter 187, Florida Stalutes.

What is the basis of your opinion?

I have reviewed, from a planning perspective, applicable portions of the State Comprehensive Plan which relate to community development districts. The State Comprehensive Plan "provides long-range policy guidance for the orderly, social, economic, and physical growth of the state." The State Comprehensive Plan provides twenty-five (25) subjects, and numerous goals and policies. Three subjects are particularly relevant, from a planning perspective, to the establishment of the CDDs: No. 15 - Land Use, o. 17 - Public Facilities, and No. 25 - Plan Implementation. Several of the policies and goals are particularly supportive of the establishment of the proposed District.

6

1
2	31.
3
4
5
6
7
8
9
10
11
12
13	32.
14
15
16
17
18
19	33.
20
21
22
23
24
25
26
27
28	34.
29
30
31
32
33
34
35
36
37
38
39
40
41	35.
42
43
44
45

Why is subject No. 15 in the State Comprehensive Plan relevant to the establishment of the proposed District?

This goal recognizes the importance of enhancing the quality of life in the State of Florida and attempts to do so by ensuring that development is located in areas that have fiscal abilities and service capacity to accommodate growth. CDDs are designed to provide services and facilities in a fiscally responsible manner to areas which can accommodate development. The proposed District is consistent with this goal because it will continue to have the fiscal capability to provide a range of services and facilities to a population in a designated growth area.

Are any of the policies under subject No. 15 relevant?

Yes. Policy 1 promotes efficient development activities in areas which will have the capacity to service new populations and commerce. The proposed District will be a vehicle to provide high quality services in an efficient and focused manner over the long term.

What is Subject 17 and why is it relevant?

Subject 17 addresses public facilities. The goal is to finance new facilities in a timely, orderly and efficient manner. In particular, Policy 3 states that the cost of new public facilities should be allocated to existing and future residents on the basis of the benefits received. Policy 6 also encourages the identification and implementation of innovative but fiscally sound and cost-effective techniques for financing public facilities. Establishment of the proposed District will further this goal and related policies.

Why is subject No. 25, the other subject you mentioned, relevant to the establishment of the proposed district?

Subject No. 25 addresses Plan implementation. This goal requires that systematic planning capabilities be integrated into all levels of government throughout the state, with particular emphasis on improving inter-governmental coordination and maximizing citizen involvement. The proposed District will operate through a separate and distinct Board of Supervisors who will systematically plan the construction, operation and maintenance of public improvements and community facilities authorized under Chapter 190, Florida Statutes, subject to and not inconsistent with the local government comprehensive plan and land development regulations. Further, meetings held by the Board of Supervisors are publicly advertised and open to the public.

Are there any relevant policies in this portion of the State Comprehensive Plan?

Yes. Policy 6 encourages public citizen participation at all levels of policy development, planning and operations. Under Chapter 190, Florida Statutes, six (6) years after the establishment of a CDD, and after two hundred and fifty (250) electors reside in the COD,

7

1
2
3
4
5
6
7	36.
8
9
10
11
12
13	37.
14
15
16
17
18	38.
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36	39.
37
38
39
40	40.
41
42

the election of the Board of Supervisors begins to transition from a landowner-elected Board to a resident-elected Board. Regardless of whether the board is elected by the landowners or the residents, the proposed District must convene its meetings in accordance with government in the sunshine provisions set forth in Chapter 286, Florida Statutes. This encourages citizen participation in the planning and operational activities of the district.

Based upon your experience with planning, do you have an opinion as to whether establishment of the proposed District is inconsistent with any portion or element of the City of Leesburg Comprehensive Plan?

Yes, I do.

What is that opinion?

In my opinion, the establishment of the proposed District is not inconsistent with any applicable provisions of the City of Leesburg Comprehensive Plan.

What is the basis for that opinion?

The proposed District is consistent with the current Future Land Use/ Comprehensive Plan designation, as this information was utilized during the annexation of the lands comprising the District, City Comprehensive Plan and planned development approvals recently acquired and approved by the City.

My opinion is also based upon years of experience reviewing comprehensive plans (including for purposes of this project the current City of Leesburg Comprehensive Plan) and there not being any provisions that wouJd render a COD inconsistent. Furthermore, Chapter 190, Florida Statutes, prohibits any COD from acting in a way that is inconsistent with the local government's comprehensive plan, the exercising of any power must be done with the comprehensive plan in mind.

It is my opinion, therefore, that with respect to the establishment of the proposed District, the proposed District will not be inconsistent with any applicable element or portion of the City of Leesburg Comprehensive Plan.

Does this conclude your testimony?

Yes, it does.

Does this conclude your testimony?

Yes, it does.

8

BEFORE THE CITY COMM1SSION CITY OF LEESBURG, FLORIDA

fN RE:	PETITION TO ESTABLISH THE	)
COUNTY ROAD 33 COMMUNITY	)
DEVELOPMENT DISTRICT	)

AFFIDAVIT ADOPTING WRITTEN, PRE-FILED TESTIMONY STATE OF FLORIDA
COUNTY OF  Or 1,1j<e..

I, Anthony Iorio, being first duly sworn, do hereby state for my affidavit as follows:
l.	I have personal knowledge of the matters set forth in this affidavit.
My name is Anthony Iorio, and [ am the Vice President of Development of Hanover Land Company, LLC, to which the Petitioner, TLC Whitemarsh, LLC, is an affiliate.
The prepared written, pre-filed testimony consisting of eight (8) pages, submitted

under my name to the City of Leesburg, Florida, relating to the establishment of the County Road 33 Community Development District and attached hereto. is true and correct.
If I were asked the questions contained in the pre-filed testimony orally at the District establishment hearing, my oral answers would be the same as the written answers presented in my pre-filed testimony.
My credentials. experience and qualifications concerning my work with land
development are accurately set forth in my pre-filed testimony.
My pre-filed testimony generally addresses the accuracy of the information set forth in the petition and compliance with establishment requirements.
No corrections to my pre-filed testimony are required.

TESTIMONY OF ANTHONY IORIO FOR ESTABLISHMENT OF COUNTY ROAD 33 COMMUNITY DEVELOPMENT DISTRICT

Please state your name and business address.

My name is Anthony Iorio. My business address is 605 Commonwealth Avenue, Orlando, Florida 32803.

By whom are you employed and in what capacity?

I am the Vice President of Development for Hanover Land Company, LLC, to which the Petitioner, TLC Whitemarsh, LLC, is an affiliate.

Briefly summarize your duties and responsibilities.
r arn responsible for overseeing the planning, permitting, engineering, and construction of residential and commercial communities for Hanover Land Company.

Who is the Petitioner in this proceeding?

The Petitioner is TLC Whitemarsh, LLC ("Petitioner").

Are you familiar with the Petition filed by the Petitioner seeking the establishment of a community development district?

Yes. [ assisted in the preparation of the Petition to Establish the County Road 33 Community Development District and accompanying exhibits ("Petition"), filed on June 12, 2023, with the City of Leesburg ("City"), and worked with members of the consultant team to prepare the filing. I reviewed the Petition and exhibits prior to its filing.

What is the proposed name of the District?

The proposed name is the County Road 33 Community Development District (''District").

Have you reviewed the contents of the Petition and approved its findings?

Yes, I have.

Are there any changes or corrections to the Petition at this time?

No.

Are there any changes or corrections to any of the exhibits submitted to the City at this time?

No.

Please generally describe each of the exhibits attached to the Petition.

Exhibit I is a map showing the general location of the proposed District.
Exhibit 2 is the metes and bounds description of the external boundary of the proposed District.
Composite Exhibit 3 contains the Consents of Landowners to COD establishment, executed by TLC Banning Ranch, LLC, and TLC Whitemarsh, LLC, which represent the consent of one hundred percent (l 00%) of the owners of the lands to be included within the District.
Composite Exhibit 4 contains maps depicting the existing and future general distribution, location, and extent of the public and private land uses within the proposed District by the land use plan element.

Exhibits 5A, 5B, and SC contain maps identifying existing and proposed major trunk water mains and sewer interceptors and outfalls within and around the proposed District.
Exhibit 6 contains a list of the facilities and services the proposed District is expected to finance, fund, construct, acquire and/or install, as well as the anticipated entity responsible for the ownership and maintenance thereof.

Exhibit 7 contains the estimated costs and timetable of construction the infrastructure serving the land within the proposed District.
Exhibit 8 is the Statement of Estimated Regulatory Costs ("SERC"), required by statute.
Exhibit 9 is the authorization of agents fonn, which authorizes Sarah R. Sandy and Michelle K. Rigoni to act as agents for the Petitioner.
Exhibit 10 are thelandowners warranty deeds identifying ownership oflands to be included withing the boundaries of the proposed District.

Were these exhibits prepared by you or under your supervision'!
Yes, ( engaged a consultant team and directed the preparation of theexhibits to the Petition.

To the best of your knowledge, is the general location map identified as Exhibit 1 a true and accurate depiction of the general location of the proposed District?
Yes, it is.

To the best of your knowledge, is the metes and bounds description of the external boundary of the District included in Exhibit 2, a true and accurate recitation of the

land area to be included within the proposed District? Yes, it is.
To the best of your knowledge, is Composite Exhibit 3 a true and accurate copy of the
consents obtained from the owners of one hundred percent (100%) of the lands to be included within the proposed District?
Yes, it is.
To the best of your knowledge, are the maps included in Composite Exhibit 4 a true and accurate depiction of the existing and future general distribution, location and extent of public and private land uses within the proposed District?

Yes, they are.

To the best of your knowledge, are Exhibits SA, 58, and SC true and accurate depictions of the existing and proposed major trunk water mains and sewer interceptors and outfalls within and around the proposed District?

Yes, they are.
To the best of your knowledge, does Exhibit 6 truly and accurately list the facilities and services that the proposed District is expected to finance, fund, construct, acquire and/or install, as well as the anticipated owner and entity responsible for operation and maintenance thereof?
Yes, it does.

To the best of your knowledge, does Exhibit 7 truly and accurately list the estimated costs and timetable of constructing the infrastructure serving land within the proposed District?

Yes, it does.

To the best of your knowledge, is EXhibit 8 a true and accurate copy of the Statement of Estimated Regulatory Costs?
Yes, it is.

To the best of your knowledge, is Exhibit 9 a true and accurate copy of the Authorization of Agents form?
Yes, it is.

To the best of your knowledge, is Exhibit 10 a true and accurate copy of the warranty deeds reflecting ownership of the lands to be inc.luded within the proposed District?

Yes, it is.
Are the contents of the Petition and the exhibits attached to it, as described herein, true and correct to the best of your knowledge?
Yes, they are.
Are you familiar with the area that is proposed to be included within the District

Yes, I am familiar with the general area and the site specifically.

Approximately how large is the proposed District in acres?
The proposed District is located entirely within the City of Leesburg and covers approximately 441.153 acres of land.
What steps were taken with respect to t""iling the Petition with the City?

On JW1e 12, 2023, the Petitioner filed the original Petition with the City. In adclition, an
$8,000 filing fee was provided upon the request of the City.
Has notice of the hearing been provided in accordanc.e with Section 190.005, Florida Statutes?
Yes. A notice of hearing is being arranged for publication in a newspaper of general circulation in the City and of general interest and readerslup in the community, as a clisplay ad for four (4) consecutive weeks immediately preceding the hearing. Proof of publication has been requested and will be available by the time of the establishment hearing.

Who are the five persons designated in the Petition to serve as the initial Board of Supervisors?
The five persons include Jason Lonas, Doug Beasley, Duane ''Rocky'' Owen, Thomas Franklin. Sr., and me.

Do you know each of these persons personally?

Yes, f do.
Are each of the persons designated to serve as the initial Board of Supervisors residents of the State of Florida and citizens of the United States?
Yes, they are.
A.re there residential units planned for development within the proposed District'!

Yes. There are approximately 80l residential units planned for development within the proposed District.
Are there residents currently living within theareas to be included within the District, and, if so, have they been notified about the creation of the District?
No, there are no residents currently living within the areas to be included within the District.
What steps will be taken to ensure that prospective purchasers of the District receive notice of the existence of the District and its assessments?

There are certain state law disclosure requirements that all community development districts ("CDDs") must meet. Among the nwnerous requirements that a CDD must meet, below are a few examples:
First, within thirty (30) days of the establishment of the District, a Notice of Establishment is required to be recorded in the property records. The notice contains a legal description of the boundaries of the District and discloses, as required by Section 190.0485, Florida Statutes, through inclusion of the bold-faced language set forth in the paragraph immediately below, that the District may levy assessments. The document also provides contact information for members of the public to obtain more information about the District. This document should appear on a title search typically prepared when someone intends to purchase a home after a District has been established.
Second, Section 190.048, Florida StatuJes, requires certain contractual language to appear in bold-faced and conspicuous type immediately prior to the signature line on every initial purchase contract. The following language will be required: The County Road 33 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 thegoverning 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.
Third, when assessments are levied for the first time or when previously levied assessments are raised, notice of a public hearing is required to be given by publication in a local newspaper and by mail to all property owners within the District. The assessments are then considered at a public hearing.
Fourth, the District wilJ be required to adopt and record in the Lake County Publjc Records a Disclosure of Public Financing and Maintenance of Public Improvements. This Disclosure summarizes the financing plan the District has undertaken, the existence, if any, of capital and operation and maintenance assessments, and the facilities and services that the District provides and maintains. This Disclosure is then provided by the District to the

developer to satisfy the requirements of Section 190.009, Florida Statutes, and is also available for inspection by residents and prospectjve residents.
Would you please describe the proposed timetable for development ofland within the proposed District?
It is anticipated that the District improvements will be made, acquired, constructed and/or installed in three phases beginning in 2024 and ending in 2028.
Has all of the developable land within the proposed District heen planned as a single community?
Yes, the developable land, along with certain master infrastructure is to be maintained by the proposed District that will service the developable land, although anticipated to be constructed in multiple phases, is planned as a single community.
Would you generally describe the services and facilities you currently expect the proposed District to provide?
The Petitioner presently intends for the District to be involved in providing the following services and facilities: on and off-site sanjtary sewer collection, on and off-site water distribution and reuse water, stonnwater management system, undergrounding of electrical service systems, gas service systems, on and off-site roadwayimprovements, and landscaping, hardscaping andirrigation, and other related improvements. The facilities are outlined in Exhibit 6 of the Petition.

Petitioner1s good fruth expectation of the costs associated with such facilities and services is itemized in Exhibit 7 to the Petition.

Did you cause the cost estimates identified in Exhibit 7 to be prepared?

Yes, the cost estimates were prepared under my supervision and direction.

What methods were used to estimate these costs?

The estimates are based on research regarding historical costs of constructing similar infrastructure and current market conditions.
In your opinion, are the cost estimates for the facilities for the proposed District reasonable?
Yes, to the best of my knowledge and based on the information available.
Jo general, what imancing methods does the Petitioner propose the District may use to pay for the anticipated facilities and services?

Petitioner presently expects that the District will finance all or a portion of the facilities and services through the issuance of tax-exempt bonds, special assessments and through other available financing mechanisms. The debt issued by the proposed District is eKpected to be retired by non-ad valorern assessments (also known as "special assessments") on benefitted property within the proposed District. Ongoing maintenance and operation of the District and its facilities and services are expected to be funded by non-ad valorem special assessments. Any facilities not financed with a bond issue may be funded by tne developer using conventional financing options.
Who will be responsible for paying the proposed District's assessments?

Only current property owners and those who choose to acquire property within the proposed District will be responsible for paying District assessments.
Will these proposed District debts be an obligation of the City, Lake County, or the State of Florida?
o. The debts will be solely the District's obligation and secured by non-ad valorem assessments levied against property owners. Florida law provides that COD debt cannot become the obligation of a county, a city, or the state without the consent of that government.

Why is the Petitioner seeking to have a COD established for this area?

There are hundreds of CDDs throughout lhe State of Florida. CDDs are an efficient, effective way to provide infrastructure and have become accepted in the marketplace to homebuyers. CDDs have the ability to assist in the streamlined and efficient maintenance and operation of infrastructure and services to developing communities.

From our perspective, the establishment of a COD is logical for this project. lt provides a long-term, stable, financially secure entity. The proposed District is a structured, formal entity with the legal ability to respond to future changes in the circumstances and desires of its residents. Under Florida law, the proposed District has access to Lake County's tax collection mechanisms, which helps ensure that the facilities will be maintained. 1n that sense, it is preferable over control by a property owners association.

Additionally. a COD has the ability to enter into interlocal agreements with other government entities. These allow a COD to work with other government entities to complete projects that benefit residents within the COD boundaries while also assisting local governments in completing infrastructure necessary to serve growth.
A COD has the financial capability to assist in the provision of necessary capital improvements sooner than may otherwise be the case. The City, developers, builders and residents will all benefit from these improvements in terms of access, traffic flow, safety and general property enhancement. Additionally. a COD is the entity preferred by many regulatory agencies, including many water management disoicts, to operate and maintain

the stormwater management and other similar systems. This is because the CDD is a perpetual entity, operating in open meetings, with the financial ability to ensure that the maintenance of these important environmental facilities and amenities is accomplished. Given the nature of this project, in my opinion, a CDD is a logical, prudent, and desirable way to ensure this needed infrastructure is maintained.
Does this conclude your testimony?
Yes.