ARMSTRONG. Community Development District AUGUST 2, 2017

Transcription

1 ARMSTRONG Community Development District AUGUST 2, 2017

2 Armstrong Community Development District 475 West Town Place, Suite 114 Phone: Fax: July 26, 2017 Board of Supervisors Armstrong Community Development District Dear Board Members: The Board of Supervisors Meeting of the Armstrong Community Development District will be held Wednesday, August 2, 2017 at 3:30 p.m. at the Eagle Landing Sales Center, 3973 Eagle Landing Parkway, Orange Park, Florida, Following is the advance agenda for this meeting: I. Roll Call II. Public Comment III. Affidavit of Publication IV. Approval of the Minutes of the July 12, 2017 Meeting V. Public Hearing Adopting the Budget for Fiscal Year 2018 A. Consideration of Resolution , Relating to the Annual Appropriations and Adopting the Budget for Fiscal Year 2018 B. Consideration of Fiscal Year 2017/2018 Funding Agreements VI. Consideration of Proposals for Greyhawk Phase I Construction Services VII. Consideration of Proposals for Tynes Boulevard Extension Phase 1B and 2 Construction Services VIII. Consideration of Agreement for Tynes Boulevard Extension Project Consulting IX. Consideration of Agreement for Tynes Boulevard Extension CEI Services X. Public Hearing on Imposition of Special Assessments A. Consideration of Engineer s Report B. Consideration of Special Assessment Allocation Report C. Consideration of Resolution , Equalizing and Levying Special Assessments XI. Consideration of Matters Related to Project Finance A. Consideration of Supplemental Engineer s Report B. Consideration of Supplemental Assessment Methodology Report C. Consideration of Resolution , Authorizing the Issuance of Special Assessment Revenue Bonds, Series Exhibit A Supplemental Indentures 2. Exhibit B Bond Purchase Contract 3. Exhibit C Preliminary Limited Offering Memorandum 4. Exhibit D Disclosure Document

3 D. Consideration of Resolution , Setting Forth the Terms of the Series 2017A Bonds and Levying and Allocating Assessments Securing the Series 2017A Bonds E. Consideration of Resolution , Setting Forth the Terms of the Series 2017B Bonds and Levying and Allocating Assessments Securing the Series 2017B Bonds F. Consideration of Developer Agreements 1. Consideration of Acquisition Agreement 2. Consideration of Collateral Assignment Agreement 3. Consideration of Completion Agreement 4. Consideration of True-Up Agreement G. Consideration of Dissemination Agent Agreement H. Consideration of Notice of Series 2017A Special Assessments I. Consideration of Notice of Series 2017B Special Assessment XII. Staff Reports A. District Counsel B. District Engineer C. District Manager XIII. Supervisor s Requests and Audience Comments XIV. Financial Statements as of June 30, 2017 XV. Consideration of Funding Request No. 12 (General Fund) XVI. Consideration of Funding Request No. 7 (Construction Fund) XVII. Next Scheduled Meeting 3:30 p.m. at the Eagle Landing Sales Center XVIII. Adjournment Enclosed for your review and approval are a copy of the minutes from the July 12, 2017 meeting, The fifth order of business is the public hearing to adopt the budget for Fiscal Year Enclosed for your review is a copy of the budget along with a copy of Resolution and a copy of the Fiscal Year 2017/2018 Funding Agreements. The sixth order of business is consideration of proposals for Greyhawk Phase I construction services. Enclosed is a copy of the ranking sheet. Any additional materials will be distributed under separate cover. The seventh order of business is consideration of proposals for Tynes Boulevard Extension Phase 1B and 2 construction services. Enclosed is a copy of the ranking sheet. Any additional materials will be distributed under separate cover. The eighth order of business is consideration of agreement for Tynes Boulevard extension project, which will be distributed under separate cover. The ninth order of business is consideration of agreement for Tynes Boulevard extension CEI services, which is enclosed for your review. The tenth order of business is the public hearing on the imposition of special assessments. Any support material will be distributed under separate cover. The eleventh order of business is consideration of matters related to project finance. Any support material will be distributed under separate cover. 2

4 Enclosed are the financials, Funding Request No. 12 and Funding Request No 7. The balance of the agenda is routine in nature and staff will give their reports at the meeting. In the meantime if you have any questions, please contact me. Sincerely, James Perry James Perry Manager cc: Katie Buchanan Katie Ibarra Gabriel McKee 3

5 AGENDA

6 Armstrong Community Development District Agenda Wednesday Eagle Landing Sales Center August 2, Eagle Landing Parkway 3:30 p.m. Orange Park, Florida Call In # Code I. Roll Call II. Public Comment III. Affidavit of Publication IV. Approval of the Minutes of the July 12, 2017 Meeting V. Public Hearing Adopting the Budget for Fiscal Year 2018 A. Consideration of Resolution , Relating to the Annual Appropriations and Adopting the Budget for Fiscal Year 2018 B. Consideration of Fiscal Year 2017/2018 Funding Agreements VI. Consideration of Proposals for Greyhawk Phase I Construction Services VII. Consideration of Proposals for Tynes Boulevard Extension Phase 1B and 2 Construction Services VIII. Consideration of Agreement for Tynes Boulevard Extension Project Consulting IX. Consideration of Agreement for Tynes Boulevard Extension CEI Services X. Public Hearing on Imposition of Special Assessments A. Consideration of Engineer s Report B. Consideration of Special Assessment Allocation Report C. Consideration of Resolution , Equalizing and Levying Special Assessments XI. Consideration of Matters Related to Project Finance A. Consideration of Supplemental Engineer s Report

7 B. Consideration of Supplemental Assessment Methodology Report C. Consideration of Resolution , Authorizing the Issuance of Special Assessment Revenue Bonds, Series Exhibit A Supplemental Indentures 2. Exhibit B Bond Purchase Contract 3. Exhibit C Preliminary Limited Offering Memorandum 4. Exhibit D Disclosure Document D. Consideration of Resolution , Setting Forth the Terms of the Series 2017A Bonds and Levying and Allocating Assessments Securing the Series 2017A Bonds E. Consideration of Resolution , Setting Forth the Terms of the Series 2017B Bonds and Levying and Allocating Assessments Securing the Series 2017B Bonds F. Consideration of Developer Agreements 1. Consideration of Acquisition Agreement 2. Consideration of Collateral Assignment Agreement 3. Consideration of Completion Agreement 4. Consideration of True-Up Agreement G. Consideration of Dissemination Agent Agreement H. Consideration of Notice of Series 2017A Special Assessments I. Consideration of Notice of Series 2017B Special Assessments XII. Staff Reports A. District Counsel B. District Engineer C. District Manager XIII. Supervisor s Requests and Audience Comments XIV. Financial Statements as of June 30, 2017

8 XV. Consideration of Funding Request No. 12 (General Fund) XVI. Consideration of Funding Request No. 7 (Construction Fund) XVII. Next Scheduled Meeting 3:30 p.m. at the Eagle Landing Sales Center XVIII. Adjournment

9 THIRD ORDER OF BUSINESS

10 about: blank STATE OF FLORIDA COUNTY OF CLAY: PUBLISHER AFFIDAVIT CLAY TODAY Published Weekly Orange Park, Florida Before the undersigned authority personally appeared Jon Cantrell, who on oath says that he is the publisher of the "Clay Today" a newspaper published weekly at Orange Park in Clay County, Florida; that the attached copy of advertisement being a NOTICE OF PUBLIC HEARINGS in the matter of BUDGET LEGAL: ORDER: was published in said newspaper in the issues: 07/13/ /20/2017 Affiant further says that said "Clay Today" is a newspaper published at Orange Park, in said Clay County, Florida, and that the said newspaper has heretofore been continuously published in said Clay County, Florida, weekly, and has been entered as Periodical material matter at the post office in Orange Park, in said Clay County, Florida, for period of one year next proceeding the first publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. NOTICE OF PUBLIC HEARINGS TO CONSIDER THE ADOPTION OF THE FISCAL YEAR. 2017/2018 BUDGET; AND NOTICE OF REGULAR BOARD OF SUPERVISORS' MEETING. ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT The Board of Supervisors of the Armstrong Community Development District will hold a public hearing on Wednesday, August 2; 2017 at 3:30 p.m. at the Eagle Landing Sales Center, 3973 Eagle Landing Parkway, Orange Park, Florida, for the purpose of hearing comments and objections on the adoption of the proposed budget ("Proposed Budget") of the District for the fiscal year beginning October 1, 2017.and ending September 30, 2018 ('Fiscal Year 2017/2018"). A regular board meeting of the District will also he held at that time where the Board may consider any other business that may properly come before il A copy of the agenda and budgets may be obtained at the offices of the District Manager, 475 West Town Place, Suite 114, SL Augustine, Florida 32092, (904) ("District Manager's Office") during normal business hours. The public hearings 11nd meeting are open to the public and will be conducted in accordance with the provisions of Florida law. There may be occasions when one or more Board Supervisors or staff members will participate by telephone. Al the above location will be present a speaker telephone so that any Board Supervisor or staff member can attend the meeting and he fully informed of the discussions taking place either in person or by telephone communication. The meeting may be continued in progress without additional notice to a time, date, and location stated on the record. Any person reqmrmg special accommodations to participate in this meeting is asked to advise the District Office at (904) , at least 48 hours bej;ore the meetings. If you, are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1-1, or <TTY) I J : (Voice), for aid in contacting the District Office. " Each person who decides to appeal any decision made hy the Board with respect to any matter considered al the pubuc hearings or meeting is advised that person will need a record of proceedings and that accordingly, t!je person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which such appeal is to be based. James Perry District Manager Legal published July 13 and July 20, 2017 in Clay County's Clay To~ay newspap,"e.:..r 3515 US HWY 17 Suite A, Fleming Island FL Telephone (904) FAX (904) Christie@opcfla.com I of 1 717/2017 1: 18 PM

11 PUBLISHER AFFIDAVIT CLAY TODAY Published Weekly Orange Park, Florida STATE OF FLORIDA COUNTY OF CLAY: Before the undersigned authority personally appeared Jon Cantrell, who on oath says that he is the publisher of the "Clay Today" a newspaper published weekly at Orange Park in Clay County, Florida; that the attached copy of advertisement Being NOTICE OF PUBLIC HEARING in the matter of ASSESSMENTS Legal Order was published in said newspaper in the issues JULY 13 AND JULY 20, 2017 Affiant further says that said "Clay Today" is a newspaper published at Orange Park, in said Clay County, Florida, and that the said newspaper has heretofore been continuously published in said Clay County, Florida, weekly, and has been entered as Periodical material matter at the post office in Orange Park, in said Clay County, Florida, for period of one year next proceeding the first publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. ~ Sworn toeand subscribed before m this 20TH day of JUL ;;...=:..;=:-;._ y A.O US HWY 17 Suite A Fleming Island FL Telephone (904) FAX (904) Christie@opcfla.com

12 t! r, '1" '' 34" Cl.AYTODAY July 13, 2017 CLASSIFIEDS Cl.AYTODAYONLll'llE.COM -,..... NOTICE Of PUBLIC HEARING TO CONSIDER IMPOSITION OF SPECIAL ASSESSMENTS PURSUANT TO SECTION , FLORIDA STATUTES, BY THE ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT NOTICE OF PUBLIC HEARING TO CONSIDER ADOPTION OF ASSESSMENT ROLL PURSUANT TO SECTION (4)(b}, FLORIDA STATUTES, BY THE ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT NOTICE OF REGULAR MEETING OF THE ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT The Armstrong Community Development District Board of Supervisors ("Board'') will hold public hearings on Wednesday, August 2, 2017 at 3:30 p.m. at Eagle Landing Sales Center, 3973 Eagle Landing Parkway, Orange Park, Florida 32065, to consider the adoption of an assessment roll, the imposition of special assessments to secure proposed bonds on benefited lands within the Armstrong Community Development District ("District''), a depiction of which lands is shown below, and to provide for the levy, collection and enforcement of the special assessments. The streets and areas to be improved are depicted below and in the District's Engineer's Report (the "Improvement Plan"). The public hearing is being conducted pursuant to Chapters 170, 190 and 197, Florido Statutes. A description of the property to be assessed and the amountto be assessed to each piece or parcel of property may be ascertained at the office of the District's Records Office located at 475 West Town Place, Suite 114, St. Augustine, Flor"1da 32092; Ph: The District is a unit of special-purpose local government responsible for providing infrastructure improvements for lands within the District. The infrastructure improvements ("Improvements'') are currently expected to include, but are not limited to, stormwater management system, roadway improvements, water and sewer systems, recreation improvements, and other improvements, all as more specifically described in the Improvement Plan, on file and available during normal business hours at the address provided above. The District intends to impose assessments on benefited lands within the District in the manner set forth in the [listrict's Special Assessment Methodology Report for Assessment Area 7 (the "Assessment Report''), which is on file and available during normal business hours at the address provided above. The Assessment Report identifies each tax parcel identification number within the District and assessments per parcel for each land use category that is currently expected to be assessed. The method of allocating assessments for the Improvements to be funded by the District will initially be determined on an equal assessment per acre basis. The methodology is explained in more detail in the Assessment Report. Also as described in more detail in the Assessment Report, the District's assessments will be levied against all assessable lands within the District. Please consult the Assessment Report for more details. The annual principal assessment levied against each parcel will be based on repayment over thirty (30) years of the total debt allocated to each parcel. The District expects to collect sufficient revenues to retire no more than $29,600,000 in debt to be assessed by the District, exclusive of fees and costs of collection or enforcement, discounts for early payment and interest. The proposed annual schedule of assessments is as follows: Product Type 43'Lot 53'Lot 63' Lot Annual Assessment $3,559 $4,394 $5,185 Princioal Amount $49,435 $61,031 $72,016 *Principal amount as stated does not include fees and costs of collection or enforcement, early payment discounts, or interest. The assessments may be prepaid in whole at any time, or in some instances in part, or may be paid in not more than thirty (30) annual installments subsequent to the issuance of debt to finance the improvements. These annual assessments will be collected on the Clay County tax roll by the Tax Collector. Alternatively, the District may choose to directly collect and enforce these assessments. All affected property owners have the right to appear at the public hearings and the right to file written objections with the District within twenty (20) days of the publication of this notice. Also on August 2, 2017 at 3:30 p.m. at Eagle Landing Sales Center, 3973 Eagle Landing Parkway, Orange Park, Florida 32065, the Board will hold a regular public meeting to consider any other business that may lawfully be considered by the District. The Board meeting and hearings are open to the public and will be conducted in accordance with the provisions of Florida law for community develop.:nent districts. The Board meeting and/or the public hearings may be continued in progress to a date and time certain announced at the meeting and/or hearings. If anyone chooses to appeal any decision of the Board with respect to any matter considered at the meeting or hearings, such person will need a record of the proceedings and should accordingly ensure that a verbatim record of the proceedings is made, which includes the testimony and evidence upon which such appeal is to be based. Any person requiring special accommodations at the meeting or hearings because of a disability or physical impairment should contact the District Office at (904) at least 48 hours prior to the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1-1, or (TTY) I (Voice), for aid in contacting the District Office. RESOLUTION A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE ANI> ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATE I> COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESS.. MENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS - SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION. WHEREAS, the Board of Supervisors (the "Board'') of the Armstrong Community Development District (the "District'') hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements (the"lmprovements") described in the District's Improvement Plan, dated January 11, 2017, attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, it is in the best interest of the District to pay the cost of the Improvements by special assessments pursuant to Chapter 190, Florida Statutes (the "Assessments''); and WHIEREAS, the District is empowered by Chapter 190, the Uniform Community Development District Act, Chapter 170, Supplemental and Alternative Method of Making Local Municipal Improvements, and Chapter 197, the Uniform Method for the Levy, Collection and Enforcement of Non-Ad Valorem Assessments, Florida Statutes, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain the Improvements and to impose, levy and ' '

13 'Principal amount as stated does not include fees and costs of collection or enforcement, early payment discounts, or interest. The assessments may be prepaid in whole at any time, or in some instances in part, or may be paid in not more than thirty (30) annual installments subsequent to the issuance of debt to finance the improvements. These annual assessments will be collected on the Clay County tax roll by the Tax Collector. Alternatively, the District may choose to directly collect and enforce these assessments. All affected property owners have the right to appear at the public hearings and the right to file written objections with the District within twenty (20) days of the publication of this notice. Also on August 2, 2017 at 3:30 p.rn. at Eagle Landing Sales Center, 3973 Eagle Landing Parkway, Orange Park, Florida 32065, the Board will hold a regular P.ublic meeting to consider any other business that may lawfully be considered by the District. The Board meeting and hearings are open to the public and will be conduc:ted in accordance with the provisions of Florida law for community development districts. The Board meeting and/or the public hearings may be continued in progress to a date and time certain announced at the meeting and/or hearings. If anyone chooses to appeal any decision of the Board with respect to any matter considered at the meeting or hearings, such person will need a record of the proceedings and should accordingly ensure that a verbatim record of the proceedings is made, which includes the testimony and evidence upon which such appeal is to be based. Any person requiring special accommodations at the meeting or hearings because of a disability or physical impairment should contact the District Office at (904) at least 48 hours prior to the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1-1, or (TTY) I (Voice), for aid in contacting the District Office. RESOLUTION A RESOLUTION OIF THE BOARD OF SUPERVISORS OF THE ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESS MENTS; PROVIDING THE MANNER IN WHICH SUCH SPEOAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAi. ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHAl.L BIE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THUS RESOLUTION. WHEREAS, the Board of Supervisors (the "Board'') of the Armstrong Community Development District (the "District") hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements (the "Improvements") described in the District's Improvement Plan, dated January 11, 2017, attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, it is in the best interest of the District to pay the cost of the Improvements by special assessments pursuant to Chapter 190, Florida Statutes (the "Assessments''); and WHEREAS, the District is empowered by Chapter 190, the Uniform Community Development District Act, Chapter 170, Supplemental and Alternative Method of Making Local Municipal Improvements, and Chapter 197, the Uniform Method for the Levy, Collection and Enforcement of Non-Ad Valorem Assessments, Florida Statutes, to finance, fund, plan, establish, acquire, construct or reconstrua, enlarge or extend, equip, operate, and maintain the Improvements and to impose, levy and collect the Assessments; and WHEREAS, the District hereby determines that benefits will accrue to the property improved, the amount of those benefits, and that special assessments will be made in proportion to the benefits received as set forth in the draft Special Assessment Methodology Report for Assessment Area 1, dated June 7, 2017, attached hereto as Exhibit Band incorporated herein by reference and on file at the Eagle Landing Sales Center, 3973 Eagle Landing Parkway, Orange Park, Florida (the "District Records Office"); and WHEREAS, the District hereby determines that the Assessments to be levied will not exceed the benefit to the property improved. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT: 1. Assessments shall be levied to defray a portion of the cost of the Improvements. 2. The nature and general location of, and plans and specifications for, the Improvements are described in Exhibit A, which is on file at the District Records Office. Exhibit Bis also on file and available for public inspection at the same location. 3. The total estimated cost of the Improvements is $23,946,153 (the "Estimated Cost''). 4. The Assessments will defray approximately $29,600,000, which includes the Estimated Cost, plus financing-related costs, capitalized interest and a debt service reserve. 5. The manner in which the Assessments shall be apportioned and paid is set forth in Exhibit B, including provisions for supplemental assessment resolutions. 6. The Assessments shall be levied, within the District, on all lots and lands adjoining and contiguous or bounding and abutting upon the Improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for. 7. There is on file, at the District Records Office, an assessment plat showing the area to be assessed, with certain plans and specifications describing the Improvements and the estimated cost of the Improvements, all of which shall be open to inspection by the public 8. Commencing with the year in which the Assessments are levied and confirmed, the Assessments shall be paid in not more than (30) thirty annual installments. The Assessments may be payable at the same time and in the same manner as are ad-valorem taxes and collected pursuant to Chapter 197, Florida Statutes; provided, however, that in the event the uniform non-ad valorem assessment method of collecting the Assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Assessments may be collected as is otherwise permitted by law. 9. The District Manager has caused to be made a preliminary assessment roll, in accordance with the method of assessment described in Exhibit B hereto, which shows the lots and lands assessed, the amount of benefit to and the assessment against each lot or parcel of land and the number of annual inst~llments into which the assessment may be divided, which assessment roll is hereby adopted and approved as the District's preliminary assessment roll. 10. The Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the assessments or the making of the Improvements, the cost thereof, the manner of payment therefore, or the amount thereof to be assessed against each property as improved. 11. The District Manager is hereby directed to cause this Resolution to be published twice (once a week for two (2) consecutive weeks) in a newspaper of general circulation within Clay County and to provide such other notice as may be required by law or desired in the best interests of the District 12. This.Resolution shall become effective upon its passage. Armstrong Community Development District 0 ;'! ' ~ :,. Legal published July 13 and July 20, 2017 in Clay County's Clay Today newspaper

14 MINUTES

15 Minutes of Meeting Armstrong Community Development District The regular meeting of the Board of Supervisors of the Armstrong Community Development District was held Wednesday, July 12, 2017 at 1:00 p.m. at the Eagle Landing Sales Center, 3973 Eagle Landing Parkway, Orange Park, Florida. Present and constituting a quorum were: Marilyn Ayers Nancy Klock Keith Jones Mike Taylor Vice Chairperson Supervisor Supervisor Supervisor Also present were: Darrin Mossing Katie Buchanan Keith Hadden Dean Vincent Darrin Mossing, Jr. District Manager District Counsel District Engineer East West GMS, LLC FIRST ORDER OF BUSINESS Mr. Mossing called the meeting to order. Roll Call SECOND ORDER OF BUSINESS There being none, the next item followed. Public Comment THIRD ORDER OF BUSINESS Approval of the Minutes of the June 7, 2017 Meeting On MOTION by Ms. Ayers seconded by Ms. Klock with all in favor the minutes of the June 7, 2017 meeting were approved as presented. Mr. Mossing stated we are going to amend the agenda to include the resignation submitted by Michael Carlo.

16 July 12, 2017 Armstrong CDD FOURTH ORDER OF BUSINESS Organizational Matters A. Acceptance of Resignation Letter from Mike Carlo On MOTION by Ms. Ayers seconded by Ms. Klock with all in favor Michael Carlo s resignation was accepted. B. Appointment of New Supervisor to Fill Unexpired Term of Office (11/2018) Mr. Mossing asked are there any nominations from the board to fill this position? On MOTION by Ms. Ayers seconded by Mr. Jones with all in favor Mike Taylor was appointed to serve the unexpired term of office. Mr. Taylor. C. Oath of Office for Newly Elected Supervisor Ms. Klock being a notary public of the State of Florida administered the oath of office to D. Election of Officers, Resolution Ms. Buchanan stated at this point I imagine we would adjust our last resolution designating a slate of officers and add Mike as an assistant secretary. On MOTION by Ms. Klock seconded by Ms. Ayers with all in favor Resolution adding Mike Taylor as an assistant secretary to the slate of officers was approved. Ms. Buchanan stated Mike you are entitled to compensation of $200 per meeting. Mr. Taylor accepted compensation. FIFTH ORDER OF BUSINESS Discussion of Fiscal year 2018 Budget Mr. Mossing stated the proposed fiscal year 2018 budget was enclosed in your agenda package. It is basically an administrative only budget and meant to be funded by developer contributions. There is a slight increase from the prior year to include the fee for the annual audit. There is no action required by the board of supervisors it is informational only unless you 2

17 July 12, 2017 Armstrong CDD have any questions or comments. I believe the public hearing is set for your August meeting to formally adopt that. SIXTH ORDER OF BUSINESS Consideration of Agreement with Armstrong Venture, LLC Regarding the Construction of Tynes Boulevard Extension Ms. Buchanan stated at this point I would ask that you either table the item or approve the agreement in concept and delegate authority to the chairman to execute. As I understand it the district would like to put in place an agreement similar to a hold harmless where the developer is to be responsible for any additional funds that are necessary for the construction of Tynes Boulevard and agrees to indemnify the district for any actions it undertakes in connection with Tynes Boulevard. That being said you don t have the document in front of you and I would like to make sure we have it in place before we issue a notice to proceed, which will be at the next meeting. This item was tabled until the next meeting. SEVENTH ORDER OF BUSINESS Staff Reports A. District Counsel There being none, the next item followed. B. District Engineer Mr. Hadden stated we advertised and short listed last month and England Thims & Miller were selected as the CEI for Tynes and we have received prices from them. Ms. Buchanan asked have you received any proposed changes because the agreement was in their package? Mr. Hadden stated there have been no changes. Ms. Buchanan asked you worked with the chairman and you are comfortable with the level of compensation that they proposed? Mr. Vincent responded yes. Ms. Buchanan asked would we expect to execute it between meetings and ratify it or are you going to bring it back? Mr. Vincent stated we would expect to execute it between meetings. 3

18 July 12, 2017 Armstrong CDD Mr. Hadden stated we don t need them onsite until we start construction. C. District Manager There being none, the next item followed. EIGHTH ORDER OF BUSINESS Consideration of Proposals for Construction Services on Tynes Boulevard 1A, 1B and 2 Infrastructure Improvements Mr. Vincent stated we received bids at noon on July 10 th in accordance with the procedures. We received seven bids and were required under the interlocal agreement to seek bids on 1A, 1B and 2 all at the same time but separate. What we were going to propose is an overview of the bid results that relate to 1A only. We were looking at 1A only because there was only funding in place for 1A, a combination of county funding and Armstrong Ventures funding. All of this will have to be in place at the time of execution of contract, which will be before the next meeting. Even though we received bids on all three legal counsel has informed me that we are good for six months. Ms. Buchanan stated correct, they agreed to hold their bid prices for six months. Mr. Vincent stated I will inform the commissioners that we are leaving open the possibility of providing alternate funding between now and the next six months so there is a possibility that we will bring 1B and 2 back for consideration, evaluation and ranking at a future date. That being said Mr. Hadden can you provide the ranking? Mr. Hadden stated they have it in the information package. We explained to everyone how we were going to do the evaluation. 40% of the evaluation was based on price but we also looked at their personnel, experience to do this type of work, understanding as well as the scale. What is in front of you is that ranking sheet and you can see the numbers that were given to the seven different contractors. Vallencourt was ranked no. 1 with 91 points out of 100, A.J. Johns was ranked no. 2 with 89 points out of a possible 100 and they go down from there. Down below you can see we are just doing 1A but you have the prices below so you can see where Watson was $3,306,000, Vallencourt was $3,488,000 but there was some concern about Watson s past experience it is fairly new and is only three years old but some of the personnel had worked on some projects we worked on in the past. 4

19 July 12, 2017 Armstrong CDD Mr. Vincent stated they were all given the same information and required to provide a schedule of values and we felt the schedule of values provided by Watson is inferior to Vallencourt and a lack of clarification, which clearly influenced the evaluation. Ms. Buchanan stated if we want to sum up the difference for the record between staff s ranking of no. 1 and no. 2 they were equally ranked when it comes to personnel, experience and understanding scope of work. Both are very good companies that could do the job for us. Vallencourt has a longer schedule than A.J. Johns and Watson but the pricing that Vallencourt provided was significantly better than the pricing from A.J. Johns, which ultimately led to the committee s ranking. At this point the board has the ability to modify these rankings based on anything you feel would be appropriate or you could have a motion to accept this ranking as presented. Our intent would be that we would authorize the ranking, staff would issue a notice of intent to award and would proceed to negotiate your form of agreement to move forward. Should we not be able to enter into contract with Vallencourt we would go to the number two ranked firm. Mr. Hadden stated we will ask for unit prices on something that may be encountered to just have it in there. If something unforeseen came up we wouldn t know upfront how much it would cost. Ms. Buchanan stated we would expect that all unit prices would be provided before we finalize the contract and it would match the lump sum price they provided. On MOTION by Ms. Ayers seconded by Mr. Taylor with all in favor the rankings were approved with Vallencourt ranked no. 1 and the district engineer was authorized to bring back a contract for services to the next meeting. Mr. Vincent stated now this has been accepted we will notify the others. Ms. Buchanan stated when we get back to my office or Keith s office this afternoon we would expect that tomorrow morning a notice of intent to award with the rankings will be distributed to the seven bidders. At that point they have 72 hours to file a notice of protest with the district. Should we not receive that notice within 72 hours we are clear to move forward with negotiating a contract. If we do receive one then it will likely be followed by a public records 5

20 July 12, 2017 Armstrong CDD request and then they have seven days to file a full blown protest. We don t see a lot of those but I just wanted to let you know that is a possibility. NINTH ORDER OF BUSINESS Supervisor s Requests and Audience Comments There being none, the next item followed. TENTH ORDER OF BUSINESS Financial Statements as of May 31, 2017 A copy of the financial reports as of May 31, 2017 was included in the agenda package. ELEVENTH ORDER OF BUSINESS Consideration of Funding Request No. 11 (General Fund) A copy of funding request no. 11 from the general fund was enclosed in the agenda package. On MOTION by Mr. Taylor seconded by Ms. Klock with all in favor funding request no. 11 in the amount of $6, from the general fund was approved. TWELFTH ORDER OF BUSINESS Consideration of Funding Request No. 6 (Construction Fund) A copy of funding request no. 6 from the construction fund was enclosed in the package. On MOTION by Ms. Klock seconded by Ms. Ayers with all in favor funding request no. 6 in the amount of $25, from the construction fund was approved. THIRTEENTH ORDER OF BUSINESS Next Scheduled Meeting 08/02/17 at 3:30 p.m. at the Eagle Landing Sales Center Mr. Mossing stated the next scheduled meeting will be August 2, 2017 at 3:30 p.m. at the Eagle Landing Sales Center. On MOTION by Mr. Taylor seconded by Ms. Klock with all in favor the meeting adjourned at 1:23 p.m. 6

21 July 12, 2017 Armstrong CDD Secretary/Assistant Secretary Chairperson/Vice Chairperson 7

22 FIFTH ORDER OF BUSINESS

23 Approved Budget Fiscal Year 2018 Armstrong Community Development District August 2, 2017

24 Armstrong Community Development District General Fund FY2017 Actual Projected Total FY2018 Adopted thru Next Projected at Approved Description Budget 6/30/ Months 9/30/2017 Budget Revenues Developer Contributions $97,625 $53,457 $20,218 $73,675 $105,584 Total Revenues $97,625 $53,457 $20,218 $73,675 $105,584 Expenditures Administrative (1) (1) (1) Supervisor Fees $0 $200 $400 $600 $6,000 FICA Taxes $0 $15 $31 $46 $459 Engineering $15,000 $1,500 $5,000 $6,500 $15,000 Arbitrage $0 $0 $0 $0 $0 Dissemination Agent $0 $0 $0 $0 $0 Attorney $20,000 $12,748 $4,249 $16,997 $20,000 Annual Audit $5,000 $0 $0 $0 $5,000 Trustee Fees $0 $0 $0 $0 $0 Management Fees $45,000 $26,250 $8,750 $35,000 $45,000 Computer Time $1,500 $1,083 $361 $1,444 $1,500 Telephone $50 $36 $12 $48 $50 Postage $750 $209 $70 $279 $750 Printing & Binding $1,000 $742 $247 $989 $1,000 Insurance $5,000 $5,000 $0 $5,000 $5,500 Legal Advertising $2,500 $4,032 $1,344 $5,376 $3,500 Other Current Charges $500 $155 $52 $207 $500 Website Administration $1,000 $666 $222 $888 $1,000 Office Supplies $150 $95 $32 $127 $150 Dues, Licenses & Subscriptions $175 $175 $0 $175 $175 Total Administrative $97,625 $52,906 $20,769 $73,675 $105,584 Unassigned Fund Balance $0 $551 ($551) $0 $0 Page 1

25 Armstrong COMMUNITY DEVELOPMENT DISTRICT GENERAL FUND BUDGET REVENUES: Developer Contributions It is presently anticipated that the District will enter into a Funding Agreement with the Developer to fund all General Fund Expenditures for the Fiscal Year. EXPENDITURES: Administrative: Engineering Fees The District's engineer will be providing general engineering services to the District, i.e. attendance and preparation for monthly board meetings, review invoices, etc. Arbitrage The District is required to have an annual arbitrage rebate calculation on the District's Bonds. The District will contract with an independent auditing firm to perform the calculations. Dissemination The District is required by the Security and Exchange Commission to comply with Rule 15(c)(2)-12(b)(S), which relates to additional reporting requirements for un-rated bond issues. Attorney The District's legal counsel will be providing general legal services to the District, i.e. attendance and preparation for monthly meetings, review operating & maintenance contracts, etc. Annual Audit The District is required to annually conduct an audit of its financial records by an Independent Certified Public Accounting Firm. The fee is based on similar Community Development Districts and includes the GASB 34 pronouncement. Trustee Fees The District will issue bonds to be held with a Trustee at a qualified Bank. The amount of the trustee fees is based on the agreement between the Bank and the District. Management Fees The District receives Management, Accounting and Administrative services as part of a Management Agreement with Governmental Management Services, LLC. These services are further outlined in Exhibit "A" of the Management Agreement. Postage Mailing of agenda packages, overnight deliveries, correspondence, etc. Page 2

26 Armstrong COMMUNITY DEVELOPMENT DISTRICT GENERAL FUND BUDGET Printing & Binding Printing and Binding agenda packages for board meetings, printing of computerized checks, stationary, envelopes etc. Insurance The District will obtain a General Liability & Public Officials Liability Insurance policy with a firm that specializes in providing insurance coverage to governmental agencies. The amount is based upon similar Community Development Districts. Legal Advertising The District is required to advertise various notices for monthly Board meetings, public hearings etc in a newspaper of general circulation. Other Current Charges Bank charges and any other miscellaneous expenses that incurred during the year. Website Administration Per Chapter , Laws of Florida, all Districts must have a website to provide detailed information on the COD as well as links to useful websites regarding Compliance issues. This website will be maintained by GMS-SF, LLC and updated monthly. Office Supplies Miscellaneous office supplies. Dues, Licenses & Subscriptions The District is required to pay an annual fee to the Department of Economic Opportunity for $175. This is the only expense under this category for the District. Page 3

27 A.

28 RESOLUTION THE ANNUAL APPROPRIATION RESOLUTION OF THE ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT ( DISTRICT ) RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2017, AND ENDING SEPTEMBER 30, 2018; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the District Manager has, prior to the fifteenth (15 th ) day in June, 2017, submitted to the Board of Supervisors ( Board ) of the Armstrong Community Development District ( District ) proposed budget ( Proposed Budget ) for the fiscal year beginning October 1, 2017 and ending September 30, 2018 ( Fiscal Year 2017/2018 ) along with an explanatory and complete financial plan for each fund of the District, pursuant to the provisions of Section (2)(a), Florida Statutes; and WHEREAS, at least sixty (60) days prior to the adoption of the Proposed Budget, the District filed a copy of the Proposed Budget with the local governing authorities having jurisdiction over the area included in the District pursuant to the provisions of Section (2)(b), Florida Statutes; and WHEREAS, the Board set August 2, 2017, as the date for a public hearing thereon and caused notice of such public hearing to be given by publication pursuant to Section (2)(a), Florida Statutes; and WHEREAS, the District Manager posted the Proposed Budget on the District s website at least two days before the public hearing; and WHEREAS, Section (2)(a), Florida Statutes, requires that, prior to October 1 st of each year, the Board, by passage of the Annual Appropriation Resolution, shall adopt a budget for the ensuing fiscal year and appropriate such sums of money as the Board deems necessary to defray all expenditures of the District during the ensuing fiscal year; and WHEREAS, the District Manager has prepared a Proposed Budget, whereby the budget shall project the cash receipts and disbursements anticipated during a given time period, including reserves for contingencies for emergency or other unanticipated expenditures during the fiscal year. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT:

29 SECTION 1. BUDGET a. The Board has reviewed the Proposed Budget, a copy of which is on file with the office of the District Manager and at the District s Local Records Office, and hereby approves certain amendments thereto, as shown in Section 2 below. b. The Proposed Budget, attached hereto as Exhibit A, as amended by the Board, is hereby adopted in accordance with the provisions of Section (2)(a), Florida Statutes ( Adopted Budget ), and incorporated herein by reference; provided, however, that the comparative figures contained in the Adopted Budget may be subsequently revised as deemed necessary by the District Manager to reflect actual revenues and expenditures. c. The Adopted Budget, as amended, shall be maintained in the office of the District Manager and at the District s Local Records Office and identified as The Budget for the Armstrong Community Development District for the Fiscal Year Ending September 30, d. The Adopted Budget shall be posted by the District Manager on the District s official website within thirty (30) days after adoption, and shall remain on the website for at least 2 years. SECTION 2. APPROPRIATIONS There is hereby appropriated out of the revenues of the District, for Fiscal Year 2017/2018, the sum of $ to be raised by the levy of assessments and otherwise, which sum is deemed by the Board to be necessary to defray all expenditures of the District during said budget year, to be divided and appropriated in the following fashion: TOTAL GENERAL FUND TOTAL ALL FUNDS $ $ SECTION 3. BUDGET AMENDMENTS Pursuant to Section , Florida Statutes, the District at any time within Fiscal Year 2017/2018 or within 60 days following the end of the Fiscal Year 2017/2018 may amend its Adopted Budget for that fiscal year as follows: a. The Board may authorize an increase or decrease in line item appropriations within a fund by motion recorded in the minutes if the total appropriations of the fund do not increase. b. The District Manager or Treasurer may authorize an increase or decrease in line item appropriations within a fund if the total appropriations of the fund do not

30 increase and if the aggregate change in the original appropriation item does not exceed $10,000 or 10% of the original appropriation. c. By resolution, the Board may increase any appropriation item and/or fund to reflect receipt of any additional unbudgeted monies and make the corresponding change to appropriations or the unappropriated balance. d. Any other budget amendments shall be adopted by resolution and consistent with Florida law. The District Manager or Treasurer must establish administrative procedures to ensure that any budget amendments are in compliance with this Section 3 and Section , Florida Statutes, among other applicable laws. Among other procedures, the District Manager or Treasurer must ensure that any amendments to budget under subparagraphs c. and d. above are posted on the District s website within 5 days after adoption and remain on the website for at least 2 years. SECTION 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 2 ND DAY OF AUGUST, ATTEST: ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT Secretary/Assistant Secretary By: Its:

31 B.

32 ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2017/2018 FUNDING AGREEMENT This agreement ( Agreement ) is made and entered into this day of, 2017, by and between: Armstrong Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Clay County, Florida ("District"), and Greenpointe Communities, LLC, a Florida limited liability company whose address is 7807 Baymeadows Rd., East, Ste. # 205, Jacksonville, FL ( Developer ). RECITALS WHEREAS, the District was established by an ordinance adopted by the County Commission of Clay County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District's activities and services; and WHEREAS, Developer presently is under contract to purchase real property ( Property ) within the District, which Property will benefit from the timely construction and acquisition of the District's facilities, activities and services and from the continued operations of the District; and WHEREAS, the District is adopting its general fund budget for the fiscal year beginning October 1, 2017 and ending September 30, 2018 ( Fiscal Year 2017/2018 Budget ); and WHEREAS, this Fiscal Year 2017/2018 Budget, which both parties recognize may be amended from time to time in the sole discretion of the District, is attached hereto and incorporated herein by reference as Exhibit B; and WHEREAS, the District has the option of levying non-ad valorem assessments on all land, including the Property, that will benefit from the activities, operations and services set forth in the Fiscal Year 2017/2018 Budget, or utilizing such other revenue sources as may be available to it; and WHEREAS, in lieu of levying assessments on the Property, the Developer is willing to provide such funds as are necessary to allow the District to proceed with its operations as described in Exhibit B; and

33 WHEREAS, the Developer agrees that the activities, operations and services provide a special and peculiar benefit equal to or in excess of the costs reflected on Exhibit B to the Property; and WHEREAS, the Developer has agreed to enter into this Agreement in lieu of having the District levy and collect any non-ad valorem assessments as authorized by law against the Property located within the District for the activities, operations and services set forth in Exhibit B; and WHEREAS, Developer and District desire to secure such budget funding through the imposition of a continuing lien against the Property described in Exhibit A and otherwise as provided herein. NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. FUNDING. The Developer agrees to make available to the District fifty percent (50%) the monies necessary for the operation of the District as called for in the budget attached hereto as Exhibit B (and as Exhibit B may be amended from time to time pursuant to Florida law, but subject to the Developer s consent to such amendments to incorporate them herein), within thirty (30) days of written request by the District. Amendments to the Fiscal Year 2017/2018 Budget as shown on Exhibit B adopted by the District at a duly noticed meeting shall have the effect of amending this Agreement without further action of the parties. Funds provided hereunder shall be placed in the District's general checking account. These payments are made by the Developer in lieu of taxes, fees, or assessments which might otherwise be levied or imposed by the District. The remaining fifty percent (50%) of the monies necessary for the operation of the District will be provided by Armstrong Venture, LLC, pursuant to the Fiscal Year 2017/2018 Funding Agreement between the District and Armstrong Venture, LLC. 2. CONTINUING LIEN. District shall have the right to file a continuing lien upon the Property described in Exhibit A for all payments due and owing under the terms of this Agreement and for interest thereon, and for reasonable attorneys fees, paralegals fees, expenses and court costs incurred by the District incident to the collection of funds under this Agreement or for enforcement this lien, and all sums advanced and paid by the District for taxes and payment on account of superior interests, liens and encumbrances in order to preserve and protect the District s lien. The lien shall be effective as of the date and time of the recording of a Notice of Lien for Fiscal Year 2017/2018 Budget in the public records of Clay County, Florida ( County ), stating among other things, the description of the real property and the amount due as of the recording of the Notice, and the existence of this Agreement. The District Manager, in its sole discretion, is hereby authorized by the District to file the Notice of Lien for Fiscal Year 2017/2018 Budget on behalf of the District, without the need of further Board action authorizing or directing such filing. At the District Manager s direction, the District may also bring an action at law against the record title holder to the Property to pay the amount due under this Agreement, or may foreclose the lien against the Property in any manner authorized by law. The District may partially release any filed lien for portions of the Property subject to a plat if and when the

34 Developer has demonstrated, in the District s sole discretion, such release will not materially impair the ability of the District to enforce the collection of funds hereunder. In the event the Developer sells any of the Property described in Exhibit A after the execution of this Agreement, the Developer s rights and obligations under this Agreement shall remain the same, provided however that the District shall only have the right to file a lien upon the remaining Property owned by the Developer. 3. ALTERNATIVE COLLECTION METHODS. a. In the alternative or in addition to the collection method set forth in Paragraph 2 above, the District may enforce the collection of funds due under this Agreement by action against the Developer in the appropriate judicial forum in and for the County. The enforcement of the collection of funds in this manner shall be in the sole discretion of the District Manager on behalf of the District. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings. b. The District hereby finds that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property, which benefit is initially allocated on an equal developable acreage basis. The Developer agrees that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property equal to or in excess of the costs set forth in Exhibit B, on an equal developable acreage basis. Therefore, in the alternative or in addition to the other methods of collection set forth in this Agreement, the District, in its sole discretion, may choose to certify amounts due hereunder as a non-ad valorem assessment on all or any part of the Property for collection, either through the Uniform Method of Collection set forth in Chapter 197, Florida Statutes, or under any method of direct bill and collection authorized by Florida law. Such assessment, if imposed, may be certified on the next available tax roll of the County property appraiser. 4. AGREEMENT; AMENDMENTS. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both of the parties hereto. 5. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all the requirements of law, and each party has full power and authority to comply with the terms and provisions of this instrument. 6. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by either party only upon the written consent of the other, which consent shall not be unreasonably withheld. 7. DEFAULT. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which shall include, but not be limited to, the right

35 of damages, injunctive relief and specific performance and specifically including the ability of the District to enforce any and all payment obligations under this Agreement in the manner described herein in Paragraphs 2 and 3 above. 8. THIRD PARTY RIGHTS; TRANSFER OF PROPERTY. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns. In the event the Developer sells or otherwise disposes of its business or of all or substantially all of its assets relating to improvements, work product, or lands within the District, the Developer shall continue to be bound by the terms of this Agreement and additionally shall expressly require that the purchaser agree to be bound by the terms of this Agreement. The Developer shall give 90 days prior written notice to the District under this Agreement of any such sale or disposition. 9. FLORIDA LAW GOVERNS. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. 10. ARM S LENGTH TRANSACTION. This Agreement has been negotiated fully between the parties as an arm's length transaction. The parties participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party. 11. EFFECTIVE DATE. The Agreement shall be effective after execution by both parties hereto. The enforcement provisions of this Agreement shall survive its termination, until all payments due under this Agreement are paid in full. IN WITNESS WHEREOF, the parties execute this Agreement the day and year first written above. Attest: Armstrong Community Development District Secretary/Assistant Secretary By: Its:

36 Greenpointe Communities, LLC Witness By: Its: EXHIBIT A: Property Description EXHIBIT B: Fiscal Year 2017/2018 Budget

37

38 ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2017/2018 FUNDING AGREEMENT This agreement ( Agreement ) is made and entered into this day of, 2017, by and between: Armstrong Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Clay County, Florida ("District"), and Armstrong Venture, LLC, a Florida limited liability company and a landowner in the District ("Developer") with a mailing address of Village Square Place, Midlothian, Virginia RECITALS WHEREAS, the District was established by an ordinance adopted by the County Commission of Clay County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District's activities and services; and WHEREAS, Developer presently owns and/or is developing the majority of all real property described in Exhibit A, attached hereto and incorporated herein ( Property ), within the District, which Property will benefit from the timely construction and acquisition of the District's facilities, activities and services and from the continued operations of the District; and WHEREAS, the District is adopting its general fund budget for the fiscal year beginning October 1, 2017 and ending September 30, 2018 ( Fiscal Year 2017/2018 Budget ); and WHEREAS, this Fiscal Year 2017/2018 Budget, which both parties recognize may be amended from time to time in the sole discretion of the District, is attached hereto and incorporated herein by reference as Exhibit B; and WHEREAS, the District has the option of levying non-ad valorem assessments on all land, including the Property, that will benefit from the activities, operations and services set forth in the Fiscal Year 2017/2018 Budget, or utilizing such other revenue sources as may be available to it; and WHEREAS, in lieu of levying assessments on the Property, the Developer is willing to provide such funds as are necessary to allow the District to proceed with its operations as described in Exhibit B; and

39 WHEREAS, the Developer agrees that the activities, operations and services provide a special and peculiar benefit equal to or in excess of the costs reflected on Exhibit B to the Property; and WHEREAS, the Developer has agreed to enter into this Agreement in lieu of having the District levy and collect any non-ad valorem assessments as authorized by law against the Property located within the District for the activities, operations and services set forth in Exhibit B; and WHEREAS, Developer and District desire to secure such budget funding through the imposition of a continuing lien against the Property described in Exhibit A and otherwise as provided herein. NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. FUNDING. The Developer agrees to make available to the District fifty percent (50%) the monies necessary for the operation of the District as called for in the budget attached hereto as Exhibit B (and as Exhibit B may be amended from time to time pursuant to Florida law, but subject to the Developer s consent to such amendments to incorporate them herein), within thirty (30) days of written request by the District. Amendments to the Fiscal Year 2017/2018 Budget as shown on Exhibit B adopted by the District at a duly noticed meeting shall have the effect of amending this Agreement without further action of the parties. Funds provided hereunder shall be placed in the District's general checking account. These payments are made by the Developer in lieu of taxes, fees, or assessments which might otherwise be levied or imposed by the District. The remaining fifty percent (50%) of the monies necessary for the operation of the District will be provided by Greenpointe Communities, LLC, pursuant to the Fiscal Year 2017/2018 Funding Agreement between the District and Greenpointe Communities, LLC. 2. CONTINUING LIEN. District shall have the right to file a continuing lien upon the Property described in Exhibit A for all payments due and owing under the terms of this Agreement and for interest thereon, and for reasonable attorneys fees, paralegals fees, expenses and court costs incurred by the District incident to the collection of funds under this Agreement or for enforcement this lien, and all sums advanced and paid by the District for taxes and payment on account of superior interests, liens and encumbrances in order to preserve and protect the District s lien. The lien shall be effective as of the date and time of the recording of a Notice of Lien for Fiscal Year 2017/2018 Budget in the public records of Clay County, Florida ( County ), stating among other things, the description of the real property and the amount due as of the recording of the Notice, and the existence of this Agreement. The District Manager, in its sole discretion, is hereby authorized by the District to file the Notice of Lien for Fiscal Year 2017/2018 Budget on behalf of the District, without the need of further Board action authorizing or directing such filing. At the District Manager s direction, the District may also bring an action at law against the record title holder to the Property to pay the amount due under this Agreement, or may foreclose the lien against the Property in any manner authorized by law. The District

40 may partially release any filed lien for portions of the Property subject to a plat if and when the Developer has demonstrated, in the District s sole discretion, such release will not materially impair the ability of the District to enforce the collection of funds hereunder. In the event the Developer sells any of the Property described in Exhibit A after the execution of this Agreement, the Developer s rights and obligations under this Agreement shall remain the same, provided however that the District shall only have the right to file a lien upon the remaining Property owned by the Developer. 3. ALTERNATIVE COLLECTION METHODS. a. In the alternative or in addition to the collection method set forth in Paragraph 2 above, the District may enforce the collection of funds due under this Agreement by action against the Developer in the appropriate judicial forum in and for the County. The enforcement of the collection of funds in this manner shall be in the sole discretion of the District Manager on behalf of the District. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings. b. The District hereby finds that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property, which benefit is initially allocated on an equal developable acreage basis. The Developer agrees that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property equal to or in excess of the costs set forth in Exhibit B, on an equal developable acreage basis. Therefore, in the alternative or in addition to the other methods of collection set forth in this Agreement, the District, in its sole discretion, may choose to certify amounts due hereunder as a non-ad valorem assessment on all or any part of the Property for collection, either through the Uniform Method of Collection set forth in Chapter 197, Florida Statutes, or under any method of direct bill and collection authorized by Florida law. Such assessment, if imposed, may be certified on the next available tax roll of the County property appraiser. 4. AGREEMENT; AMENDMENTS. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both of the parties hereto. 5. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all the requirements of law, and each party has full power and authority to comply with the terms and provisions of this instrument. 6. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by either party only upon the written consent of the other, which consent shall not be unreasonably withheld.

41 7. DEFAULT. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which shall include, but not be limited to, the right of damages, injunctive relief and specific performance and specifically including the ability of the District to enforce any and all payment obligations under this Agreement in the manner described herein in Paragraphs 2 and 3 above. 8. THIRD PARTY RIGHTS; TRANSFER OF PROPERTY. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns. In the event the Developer sells or otherwise disposes of its business or of all or substantially all of its assets relating to improvements, work product, or lands within the District, the Developer shall continue to be bound by the terms of this Agreement and additionally shall expressly require that the purchaser agree to be bound by the terms of this Agreement. The Developer shall give 90 days prior written notice to the District under this Agreement of any such sale or disposition. 9. FLORIDA LAW GOVERNS. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. 10. ARM S LENGTH TRANSACTION. This Agreement has been negotiated fully between the parties as an arm's length transaction. The parties participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party. 11. EFFECTIVE DATE. The Agreement shall be effective after execution by both parties hereto. The enforcement provisions of this Agreement shall survive its termination, until all payments due under this Agreement are paid in full. IN WITNESS WHEREOF, the parties execute this Agreement the day and year first written above. Attest: Armstrong Community Development District Secretary/Assistant Secretary By:

42 Its: Armstrong Venture, LLC, a Florida limited liability company Witness By: Its: EXHIBIT A: Property Description EXHIBIT B: Fiscal Year 2017/2018 Budget

43 SIXTH ORDER OF BUSINESS

44 ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT CONSTRUCTION SERVICES FOR Greyhawk Phase 1 COMPOSITE RANKING OF THE BOARD OF SUPERVISORS AJ Johns Understanding Score Personnel Experience Scope of Work Schedule Price Total PROPOSED (Points) (5) (20) (20) (25) (30) (100) RANK Besch & Smith Florida Roads JR Davis Vallencourt Watson Schedule Days AJ Johns Besch & Smith Florida Roads JR Davis Vallencourt Watson Addional Price Analysis Total AJ Johns $5,535, Besch & Smith $5,102, Florida Roads $5,345, JR Davis $4,671, Vallencourt $4,677, Watson $5,187,099.00

45 SEVENTH ORDER OF BUSINESS

46 ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT CONSTRUCTION SERVICES FOR TYNES BOULEVARD COMPOSITE RANKING OF THE BOARD OF SUPERVISORS (1B & 2 ONLY) Contractor Experience Understanding Schedule Score Personnel Available Equip. Scope of Work Days Price Total PROPOSED (Points) (5) (15) (15) (25) (40) (100) RANK AJ Johns Besch & Smith Florida Roads J.B. Coxwell Petticoat - Schmitt Vallencourt Watson Schedule 1A 1B AJ Johns Besch & Smith Florida Roads J.B. Coxwell Petticoat - Schmitt Vallencourt Watson Addional Price Analysis 1A 1B 2 Total Phase 1B/2 Formula Phase 1B/2 AJ Johns $4,165, $1,373, $2,512, $8,051, $3,885, Besch & Smith $3,672, $1,400, $2,556, $7,629, $3,957, Florida Roads $3,891, $1,356, $2,516, $7,763, $3,872, J.B. Coxwell $3,895, $1,306, $2,330, $7,532, $3,637, Petticoat - Schmitt $4,045, $1,575, $2,313, $7,934, $3,889, Vallencourt $3,488, $1,090, $1,975, $6,554, $3,065, Watson $3,306, $1,097, $1,801, $6,204, $2,898,194.22

47 NINTH ORDER OF BUSINESS

48 PROFESSIONAL ENGINEERING CONTINUING SERVICES AGREEMENT FOR CONSTRUCTION ENGINEERING INSPECTION SERVICES This Contract is entered into this day of, 2017, between the Armstrong Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Clay County, Florida (hereinafter referred to as the "District"), by and through its Board of Supervisors (hereinafter referred to as the Board ), and England-Thims & Miller, Inc., (hereinafter referred to as the "Engineer"), whose address is Old St. Augustine Road, Jacksonville, Florida WHEREAS, the District is seeking construction inspection services ( CEI ) within the unincorporated area of the District, as defined in the Request for Qualifications: Professional Engineering Continuing Services Agreement for Construction Engineering Inspection Services ( RFQ ) and the scope of services attached hereto as Exhibit A ; and WHEREAS, the Engineer is licensed and qualified to provide professional services in various fields of municipal consulting engineering; and WHEREAS, the RFQ is incorporated by reference and made a part hereof; and WHEREAS, the project scope of services is attached hereto as Exhibit A and made a part hereof; and WHEREAS, this Agreement is subject to that certain Standard Addendum, attached hereto as Exhibit B and made a part hereof; and WHEREAS, it has been determined that the execution of this Agreement is beneficial to the people of District; and WHEREAS, projects assigned under this Agreement will be valid when issued via work order from the District Manager, accompanied by a scope of work and not to exceed fee. NOW THEREFORE, for and in consideration of the mutual promises and covenants hereinafter set forth and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties agree as follows: I. DESCRIPTION OF THE PROJECT The project shall consist of CEI work associated with necessary safety improvements, roadway improvements, commercial development, and residential development located within the District. Specific services and rates are set forth in the scope of services attached hereto as Exhibit A. II. TERM OF CONTRACT The term of this Agreement shall commence on the date of the notice to proceed, and shall terminate upon completion of all services hereunder, which said completion date is mutually agreed to be (to be negotiated). All work shall be performed as directed by the District. Such direction shall only be valid, effective, and binding on the District and the Engineer when issued in

49 writing by the District representative. The District specifically reserves the right to increase or decrease any or all of the authorized tasks. The Engineer further agrees to provide additional services that the District may desire, and which shall be mutually negotiated regarding scope, timing, and fees, and described by written amendments to this Agreement. III. STATEMENT OF ENGINEERING SERVICES The professional engineering services to be provided by the Engineer or under the District's authorization shall include those services as described in the scope of services, which scope of services is attached hereto as Exhibit A, incorporated by reference and made a part hereof. The Engineer is responsible for the professional quality, technical accuracy, timely completion and coordination of all reports and other services furnished by the Engineer. The Engineer shall, without additional compensation, correct or revise any errors, omissions or other deficiencies in its reports and other services. Except with respect to those services specifically identified elsewhere in this Agreement to be provided by third parties, the Engineer covenants that the services provided by it under this Agreement will be rendered solely and directly by the members of the project team identified in its response to the RFQ, or by members of its staff working under the direct supervision of the project team. Except with respect to those services specifically identified elsewhere in this Agreement to be provided by third parties, the Engineer further covenants that it will not subcontract or otherwise outsource any of the work of the project to a third party without the express, prior and written consent of the District, which consent may be withheld for any or no reason in the sole discretion of the District. In addition to any other remedies that may be available to the District for breach of the foregoing covenant, the Engineer shall be liable to the District for a sum equal to the value of the services subcontracted or outsourced, and the District shall have the right to deduct the same from any partial or final payment due to the Engineer under this Agreement. IV. GENERAL REQUIREMENTS The Engineer shall meet with the District periodically during the project to provide informal status reports and to discuss project requirements. Written status reports shall be delivered to the District concurrently with monthly invoices. Unless otherwise agreed upon, the Engineer will also need to provide at close-out to the District's representative, at a minimum, all listed and attached hereto in Exhibit "C". V. SCHEDULES AND TIME CONSTRAINTS For District sponsored projects, the total time allowed for completing the engineering services required under this Agreement, (to be negotiated within each work order). Time is of the essence for the completion of each project. Therefore, the Engineer must submit a project schedule to the District as requested. The project schedule must detail the events and pertinent time frames necessary to complete the project (to be negotiated). For private sponsored developments, the time allowed shall be based on the contractor's schedule and will be negotiated between the Engineer and the Developer.

50 VI. PLANS AND DOCUMENT OWNERSHIP For District sponsored projects, all documents such as drawings, tracings, notes, computer files, photographs, plans, specifications, maps, evaluations, reports and other records and data relating to this project, other than working papers, specifically prepared or developed by the Engineer under this Agreement shall be the property of the Engineer until the Engineer has been paid for providing and performing the services and work required to produce such documents whereupon they shall become the sole property of the District. Upon completion or termination of this Agreement all of the above documents, to the extent requested (in writing if by termination) by the District, shall be delivered by the Engineer to the District within seven (7) calendar days of the District making such a request. In the event the District gives the Engineer a written Notice of Termination of all or part of the services or work required the Engineer shall deliver to the District the requested documents as set forth hereinabove, with the mutual understanding and commitment by the District that compensation earned or owing to the Engineer for services or work provided or performed by the Engineer prior to the effective date of any such termination will be paid to the Engineer within forty-five (45) days of the date of issuance of the Notice of Termination or the receipt by the District of a proper invoice, whichever is the latter. The Engineer shall not, and agrees not to, use any of these documents, data and information contained therein on any other project or for any other client without prior expressed written permission of the District. Notwithstanding any other provision of this Agreement, any reuse of documents or materials without written verification or adaptation by the Engineer for the specific purpose intended will be at the District's sole risk and without liability or legal exposure to the Engineer or to the Engineer's independent professional associates, subcontractors, and consultants. Any such verification or adaptation will entitle the Engineer to further compensation at rates to be agreed upon by the Engineer and the District. In addition, all of the Engineer's pre-existing or proprietary information, documents, materials, computer programs, or software developed by the Engineer outside of this Agreement shall remain the exclusive property of the Engineer. VII. COMPENSATION AND METHOD OF PAYMENT Total compensation for District projects to be paid by District to the Engineer for all services, materials, supplies and other items or requirements necessary to complete the services as described herein, including sub-consultant services shall be pursuant to the fee schedule attached as Exhibit A, payable via partial payments. The Engineer may submit no more than one invoice statement to the District each calendar month covering services rendered during the invoiced time frame. Each invoice shall be due and payable in accordance with the Local Government Prompt Payment Act. Each submitted invoice shall be for the completed portion of the project, based upon the Engineer's detailed estimate of the proportion of services actually completed at the time of billing to the total services to be performed under this Agreement. Such estimates shall be prepared by the Engineer and accompanied by the District's certificate of partial or final payment (whichever is appropriate), a service documentation invoice, and any supporting data as may be required by the District representative. Compensation for public and private subdivisions shall be invoiced directly to the Developer with same standards set forth by the District invoicing. Compensation for public and private subdivisions shall be invoiced directly to the Developer with same standards set forth by District invoicing. The signature of the Engineer on any invoice submittal shall constitute the Engineer's certification to the District that (a) the Engineer has billed the District for all services rendered by it and any of the Engineer's consultants and subcontractors through the date of the invoice; (b) as of

51 the date of the invoice, no other outstanding amounts are due from the District to the Engineer for services rendered; (c) the services listed in the invoice have progressed to the level indicated and have been performed as required by the Contract Documents; (d) that the reimbursable expenses have been reasonably incurred; and, (e) that the amount requested is currently due and owing. By acceptance of District's payment of an invoiced amount, the Engineer releases the District from any and all claims by the Engineer and by Engineer consultants and subcontractors for work performed but not invoiced during the period for which payment was received. VIII. PERTINENT REFERENCE MATERIAL The District will make available to the Engineer for review full information regarding the requirements of the project as reasonably requested by the Engineer. The information availability requirements will in no way obligate the District to reproduce and/or create requested data. However, the District will allow the use of space at its location for review of information at its disposal. IX. DISTRICT REPRESENTATIVE The services provided shall be broken out by Work Orders. Each Work Order must be signed by the District Manager. A Notice To Proceed will be given by authorized District representative, or his/her designated representative, who shall have final decision authority on behalf of the District for all aspects of the project, including general direction, review, and approval of the services provided. X. INSURANCE The Engineer shall maintain insurance coverage as specified in the RFQ, which said RFQ is incorporated by reference and made a part hereof. An insurance certificate consistent with the provisions of RFQ shall be provided to the District prior to the issuance of the Notice to Proceed and commencement of the work. XI. MAINTENANCE AND ACCESS OF RECORDS The District shall have access to all records pertaining to this project during the term of the Agreement and for three years following Agreement completion. The Engineer is required to make this provision a part of any subcontract entered into for the purposes of performance under this Agreement. XII. CHOICE OF LAW/FORUM The District and Engineer both expressly agree that the terms and conditions hereof, and the subsequent performance hereunder, shall be construed and controlled exclusively in accordance with the law of the State of Florida, that jurisdiction shall be limited to the courts of the State of Florida, and that venue shall lie exclusively in Clay County, Florida. In the event either party shall retain an attorney to litigate on its behalf against the other party regarding the enforcement or interpretation of this Agreement or regarding the rights, remedies, obligations, or liabilities of the parties arising under this Agreement, the party prevailing

52 on the majority of its claims, or which successfully defends against a majority of the other party's claim, shall be entitled to an award of reasonable attorney's fees and costs against the other party, including fees and costs incurred from the date of referral of the dispute to the prevailing party's attorney through the conclusion of litigation, or incurred in bankruptcy or on appeal. XIII. SEVERABILITY In the event one or more provisions of this Agreement are declared invalid, the balance of this Agreement shall remain in full force and effect. XIV. TERMINATION The District may terminate this Agreement for its convenience. In this event, the Engineer shall be compensated for work satisfactorily completed and for irrevocable commitments made. XV. PERFORMANCE EVALUATION A work performance evaluation will be conducted periodically at the completion of each various project. XVI. GENERAL CONDITION This Agreement constitutes the entire agreement between the District and the Engineer and supersedes all prior written or oral understandings between the parties. This Agreement may only be amended, supplemented, or modified by a written instrument signed by authorized representatives of each party. [Signature page follows]

53 IN WITNESS WHEREOF, each of the parties has caused this Agreement to have been executed on its behalf as of the day and year first above-written. Attest: ARMSTRONG COMMUNITY DEVELOPMENT DISTRICT (Print Name) Chairperson, Board of Supervisors Witness: ENGLAND-THIMS & MILLER, INC., a Florida corporation (Print Name) By: Name Printed: Title:

54 EXHIBIT "A"