AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT

AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT MIAMI-DADE COUNTY REGULAR BOARD MEETING & PUBLIC HEARING JUNE 16, 2016 1:30 P.M. Special District Services, Inc. 8785 SW 165 th Avenue, Suite 200 Miami, FL 33193 www.ahturnpikesouthcdd.org 786.347.2711 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT Adrian Developers of De La Fuente Parcel, LLC 13687 SW 26 th Street Miami, Florida 33175 REGULAR BOARD MEETING & PUBLIC HEARING June 16, 2016 1:30 P.M. A. Call to Order B. Proof of Publication..Page 1 C. Establish Quorum D. Additions or Deletions to Agenda E. Comments from the Public for Items Not on the Agenda F. Approval of Minutes 1. April 7, 2016 Special Board Meeting.Page 2 G. Public Hearing 1. Proof of Publication Page 5 2. Receive Public Comments on Fiscal Year 2016/2017 Final Budget 3. Consider Resolution No. 2016-03 Adopting a Fiscal Year 2016/2017 Final Budget.Page 6 H. Old Business I. New Business 1. Consider Approval of Revision to Requisition 1-S...Page 13 2. Consider Ratification of Execution of Plat.Page 15 3. Consider Resolution No. 2016-04 Adopting a Fiscal Year 2016/2017 Meeting Schedule.Page 16 4. Consider Approval of Amended Methodology...Page 18 5. Consider Approval of Resolution No. 2016-05 Adopting the Indenture Amendment Page 19 J. Administrative Business 1. Financials Page 48 K. Board Member/Staff Comments L. Adjourn

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A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD MEETING APRIL 7, 2016 A. CALL TO ORDER Mrs. Perez called the April 7, 2016, Special Board Meeting of the A.H. at Turnpike South Community Development District to order at 1:31 p.m. at the offices of Adrian Developers of De La Fuente Parcel, LLC located at 13687 SW 26 th Street, Miami, Florida 33175. B. PROOF OF PUBLICATION Proof of publication was presented that notice of the Special Board Meeting had been published in the Miami Daily Business Review on March 30, 2016, as legally required. C. ESTABLISH A QUORUM A quorum was established with the following Supervisors in attendance: Vice Chairperson Olga Maria Adrian and Supervisors Patricia Roman and Pedro Alberto Adrian and it was in order to proceed with the meeting. Staff in attendance were: District Manager Gloria Perez of Special District Services, Inc.; and General Counsel Ginger Wald of Billing, Cochran, Lyles, Mauro & Ramsey, P.A. Also present was Peter L. Pimentel of Special District Services, Inc. (who attended by conference call). D. ADDITIONS OR DELETIONS TO AGENDA District Counsel Wald advised that the Final Plat must be ratified and that this would need to be done in the presence of the District Engineer, so this item was postponed until the next scheduled meeting. E. COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA There were no comments from the public for items not on the agenda. F. APPROVAL OF MINUTES 1. October 20, 2015, Regular Board Meeting The October 20, 2015, Regular Board Meeting minutes were presented for approval. A MOTION was made by Supervisor Pedro Alberto Adrian, seconded by Supervisor Roman and unanimously passed to approve the minutes of the October 20, 2015, Regular Board Meeting, as presented. G. OLD BUSINESS There were no Old Business items to come before the Board. H. NEW BUSINESS 1. Consider Resolution No. 2016-01 Adopting a Fiscal Year 2016/2017 Proposed Budget Page 12 of 3

Mrs. Perez presented Resolution No. 2016-01, entitled: RESOLUTION NO. 2016-01 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT APPROVING A PROPOSED BUDGET FOR FISCAL YEAR 2016/2017; AND PROVIDING AN EFFECTIVE DATE. Mrs. Perez read the title of the resolution into the record and went over the budget. Board questions regarding line items were addressed. Vice Chairperson Olga Adrian asked if it was required that the District go on the Tax Roll this year. It was confirmed that it is required that the District go on the Tax Roll pursuant to the Master Indenture, Supplemental Indenture, Limited Offering Memorandum, Assessment Resolution and the validation judgment. The Tax roll process was briefly discussed and Mr. Pimentel indicated that the prorating process of the special assessments is being done, as originally explained and asked Vice Chairperson Olga Adrian if it was currently being done. Vice Chairperson Olga Adrian indicated she would look into the matter. A MOTION was made by Supervisor Pedro Alberto Adrian, seconded by Supervisor Patricia Roman approving and adopting Resolution No. 2016-01, as presented, setting the public hearing to adopt the 2016/2017 Final Budget and Assessments for June 16, 2016, at 1:30 p.m., in the offices of Adrian Developers of De La Fuente Parcel, LLC located at 13687 SW 26 th Street, Miami, Florida 33175; and authorizing the advertising of the Public Hearing, as required by law. 2. Consider Resolution No. 2016-02 Adopting a Statewide Mutual Aid Agreement Mrs. Perez presented Resolution No. 2016-02, entitled: RESOLUTION NO. 2016-02 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT, STATE OF FLORIDA, APPROVING THE FLORIDA STATEWIDE MUTUAL AID AGREEMENT; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. Mrs. Perez read the title of the resolution into the record and briefly outlined the benefits of participating in this Agreement. A MOTION was then made by Supervisor Patricia Roman, seconded by Supervisor Pedro Alberto Adrian and unanimously passed to adopt Resolution No. 2016-02, as presented. I. ADMINISTRATIVE MATTERS 1. Financials Mrs. Perez reviewed the monthly financial statements presented in the meeting book and advised that available funds as of March 31, 2016, were $1,866.36. J. BOARD MEMBER/STAFF COMMENTS Page 23 of 3

There were no comments from Board Members or Staff. K. ADJOURNMENT There being no further business to come before the Board, the Special Board Meeting was adjourned at 1:43 p.m. on a MOTION made by Vice Chairperson Olga Maria Adrian. There were no objections. ATTESTED BY: Secretary/Assistant Secretary Chairperson/Vice-Chair Page 34 of 3

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RESOLUTION NO. 2016-03 A RESOLUTION OF THE AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT ADOPTING A FISCAL YEAR 2016/2017 BUDGET. WHEREAS, the AH at Turnpike South Community Development District ( District ) has prepared a Proposed Budget and Final Special Assessment Roll for Fiscal Year 2016/2017 and has held a duly advertised Public Hearing to receive public comments on the Proposed Budget and Final Special Assessment Roll; and, WHEREAS, following the Public Hearing and the adoption of the Proposed Budget and Final Assessment Roll, the District is now authorized to levy non ad-valorem assessments upon the properties within the District. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT THAT: Section 1. The Final Budget and Final Special Assessment Roll for Fiscal Year 2016/2017 attached hereto as Exhibit A is approved and adopted, and the assessments set forth therein shall be levied. Section 2. The Secretary of the District is authorized to execute any and all necessary transmittals, certifications or other acknowledgements or writings, as necessary, to comply with the intent of this Resolution. PASSED, ADOPTED and EFFECTIVE this 16 th day of June, 2016. ATTEST: AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT By: Secretary/Assistant Secretary By: Chairperson/Vice Chairperson Page 6

A.H. At Turnpike South Community Development District Final Budget For Fiscal Year 2016/2017 October 1, 2016 - September 30, 2017 Page 7

CONTENTS I II III IV FINAL BUDGET DETAILED FINAL BUDGET DETAILED FINAL DEBT SERVICE FUND BUDGET ASSESSMENT COMPARISON Page 8

FINAL BUDGET A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2016/2017 OCTOBER 1, 2016 - SEPTEMBER 30, 2017 FISCAL YEAR 2016/2017 REVENUES BUDGET O&M Assessments 80,429 Developer Contribution 0 Debt Assessments 347,952 Interest Income 12 TOTAL REVENUES $ 428,393 EXPENDITURES Supervisor Fees 0 Engineering/Inspections 5,000 Management 29,940 Legal 12,000 Assessment Roll 7,500 Audit Fees 3,000 Insurance 5,800 Legal Advertisements 2,000 Miscellaneous 1,000 Postage 700 Office Supplies 1,000 Dues & Subscriptions 175 Arbitrage Rebate Fee 1,300 Trustee Fee 3,700 Continuing Disclosure Fee 1,000 Website Management 1,500 TOTAL EXPENDITURES $ 75,615 REVENUES LESS EXPENDITURES $ 352,778 Bond Payments (327,075) BALANCE $ 25,703 County Appraiser & Tax Collector Fee (8,568) Discounts For Early Payments (17,135) EXCESS/ (SHORTFALL) $ - 6/7/2016 5:29 PM I Page 9

DETAILED FINAL BUDGET A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2016/2017 OCTOBER 1, 2016 - SEPTEMBER 30, 2017 FISCAL YEAR FISCAL YEAR FISCAL YEAR 2014/2015 2015/2016 2016/2017 REVENUES ACTUAL BUDGET BUDGET COMMENTS O&M Assessments 0 0 80,429 Expenditures Less Interest/.94 Developer Contribution 76,847 72,001 0 Developer Contribution Debt Assessments 0 0 347,952 Bond Payments/.94 Interest Income 5 10 12 Estimated At $1 Per Month TOTAL REVENUES $ 76,852 $ 72,011 $ 428,393 EXPENDITURES Supervisor Fees 0 0 0 Engineering/Inspections 0 5,000 5,000 No Change From 2015/2016 Budget Management 25,812 29,736 29,940 CPI Adjustment Legal 21,701 11,000 12,000 $1,000 Increase From 2015/2016 Budget Assessment Roll 0 5,000 7,500 As Per Contract Audit Fees 3,000 3,000 3,000 Accepted Amount For 2015/2016 Audit Insurance 5,150 5,800 5,800 Insurance Estimate Legal Advertisements 1,850 2,000 2,000 No Change From 2015/2016 Budget Miscellaneous 350 1,000 1,000 No Change From 2015/2016 Budget Postage 418 800 700 $100 Decrease From 2015/2016 Budget Office Supplies 1,713 1,000 1,000 No Change From 2015/2016 Budget Dues & Subscriptions 175 175 175 No Change From 2015/2016 Budget Arbitrage Rebate Fee 0 1,500 1,300 $200 Decrease From 2015/2016 Budget Trustee Fee 0 3,500 3,700 $200 Increase From 2015/2016 Budget Continuing Disclosure Fee 1,000 1,000 1,000 No Change From 2015/2016 Budget Website Management 0 1,500 1,500 No Change From 2015/2016 Budget TOTAL EXPENDITURES $ 61,169 $ 72,011 $ 75,615 REVENUES LESS EXPENDITURES $ 15,683 $ - $ 352,778 Bond Payments 0 0 (327,075) 2017 P & I Payments Less Interest BALANCE $ 15,683 $ - $ 25,703 County Appraiser & Tax Collector Fee 0 0 (8,568) Two Percent Of Total Assessment Roll Discounts For Early Payments 0 0 (17,135) Four Percent Of Total Assessment Roll EXCESS/ (SHORTFALL) $ 15,683 $ - $ - 6/7/2016 5:29 PM II Page 10

DETAILED FINAL DEBT SERVICE FUND BUDGET A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2016/2017 OCTOBER 1, 2016 - SEPTEMBER 30, 2017 FISCAL YEAR FISCAL YEAR FISCAL YEAR 2014/2015 2015/2016 2016/2017 REVENUES ACTUAL BUDGET BUDGET COMMENTS Interest Income 64 50 50 Projected Interest For 2016/2017 NAV Tax Collection 0 0 327,025 2017 P & I Payments Less Earned Interest Capitalized Interest 54,515 272,025 0 2015 & 2016 P&I Payments Paid By Capitalized Interest Total Revenues $ 54,579 $ 272,075 $ 327,075 EXPENDITURES Principal Payments 0 0 55,000 Principal Payments Due In 2017 Interest Payments 54,415 272,075 272,075 Interest Payments Due In 2017 Total Expenditures $ 54,415 $ 272,075 $ 327,075 Excess/ (Shortfall) $ 164 $ - $ - Series 2015 Bond Information Original Par Amount = $4,430,000 Annual Principal Payments Due = November 1st Interest Rate = 5.5% - 6.25% Annual Interest Payments Due = May 1st & November 1st Issue Date = February 2015 Maturity Date = November 2046 Capitalized Interest Was Set-Up Through November 2016 6/7/2016 5:29 PM III Page 11

A.H. At Turnpike South Community Development District Assessment Comparison Original Projected Fiscal Year Fiscal Year Fiscal Year Assessment 2014/2015 2015/2016 2016/2017 (Methodology)* Assessment* Assessment* Projected Assessment* O & M (401 Units) $ 265.00 $ - $ - $ 200.57 Debt (221 Phase 1 Units) $ 1,594.54 $ - $ - $ 1,594.54 Total $ 1,859.54 $ - $ - $ 1,795.11 * Assessments Include the Following : 4% Discount for Early Payments 1% County Tax Collector Fee 1% County Property Appraiser Fee Community Information: Total Units 401 221 Units Charged For Debt (Phase 1) 6/7/2016 5:29 PM IV Page 12

FORM OF REQUISITIONS A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2015 (PHASE ONE PROJECT) (Acquisition and Construction) The undersigned, a Responsible Officer of the A.H. at Turnpike South Community Development District (the District ) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the District to U.S. Bank National Association, as successor trustee (the Trustee ), dated as of February 1, 2015, as supplemented by that certain First Supplemental Trust Indenture dated as of February 1, 2015, (collectively, the Series 2015 Indenture ) (all capitalized terms used herein shall have the meaning ascribed to such term in the Series 2015Indenture): (A) Requisition Number: 1-S - REVISED (B) Identify Acquisition Agreement, If applicable; (C) Name of Payee pursuant to Acquisition Agreement: See Attached Disbursement Attachment (D) Amount Payable: $788,319.94 (E) Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments): Acquisition and Construction Cost (F) Fund or Account and subaccount, if any, from which disbursement to be made: Series 2015 Acquisition and Construction Account of the Acquisition and Construction Fund. The undersigned hereby certifies that: 1. obligations in the stated amount set forth above have been incurred by the District, 2. each disbursement set forth above is a proper charge against the Series 2015 Acquisition and Construction Account and has not been subject of any prior requisition; C-1 Page 13

3. each disbursement set forth above was incurred in connection with the Cost of the Series 2015 Project; The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain. Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested. A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer Date: CONSULTING ENGINEER S APPROVAL FOR NON-COST OF ISSUANCE OR [NON- OPERATING COST REQUEST ONLY] The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost of the Series 2015 Project and is consistent with: (i) Acquisition Agreement; and (ii) the report of the Consulting Engineer, as such report shall have been amended or modified. Consulting Engineer C-2 Page 14

CONSIDER RATIFICATION OF EXECUTION OF PLAT TO BE DISTRIBUTED UNDER SEPARATE COVER Page 15

RESOLUTION NO. 2016-04 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT, ESTABLISHING A REGULAR MEETING SCHEDULE FOR FISCAL YEAR 2016/2017 AND SETTING THE TIME AND LOCATION OF SAID DISTRICT MEETINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, it is necessary for the AH at Turnpike South Community Development District ("District") to establish a regular meeting schedule for fiscal year 2016/2017; and WHEREAS, the Board of Supervisors of the District has set a regular meeting schedule, location and time for District meetings for fiscal year 2016/2017 which is attached hereto and made a part hereof as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT, MIAMI-DADE COUNTY, FLORIDA, AS FOLLOWS: Section 1. The above recitals are hereby adopted. Section 2. The regular meeting schedule, time and location for meetings for fiscal year 2016/2017 which is attached hereto as Exhibit A is hereby adopted and authorized to be published. PASSED, ADOPTED and EFFECTIVE this 16 th day of June, 2016. ATTEST: AH AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT By: Secretary/Assistant Secretary By: Chairperson/Vice Chairperson Page 16

A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2016/2017 REGULAR MEETING SCHEDULE NOTICE IS HEREBY GIVEN that the Board of Supervisors of the A.H. at Turnpike South Community Development District will hold Regular Meetings in the offices of Adrian Management, Inc. (Adrian Developers of De La Fuente Parcel, LLC) located at 13687 SW 26th Street, Miami, Florida 33175, at 2:30 p.m. on the following dates: October 18, 2016 January 17, 2017 March 21, 2017 May 23, 2017 August 15, 2017 The purpose of these meetings is to conduct any business coming before the Board. Meetings are open to the public and will be conducted in accordance with the provisions of Florida law. Copies of the Agenda for any of the meetings may be obtained by contacting the District Manager at (786) 347-2711 Ext. 2011 and/or toll free at 1-877-737-4922 five (5) days prior to the date of the particular meeting. From time to time one or two Supervisors may participate by telephone; therefore a speaker telephone will be present at the meeting location so that Supervisors may be fully informed of the discussions taking place. Said meeting(s) may be continued as found necessary to a time and place specified on the record. If any person decides to appeal any decision made with respect to any matter considered at these meetings, such person will need a record of the proceedings and such person may need to insure that a verbatim record of the proceedings is made at his or her own expense and which record includes the testimony and evidence on which the appeal is based. In accordance with the provisions of the Americans with Disabilities Act, any person requiring special accommodations or an interpreter to participate at any of these meetings should contact the District Manager at (786) 347-2711 Ext. 2011 and/or toll free at 1-877-737-4922 at least seven (7) days prior to the date of the particular meeting. Meetings may be cancelled from time to time without advertised notice. A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT www.ahturnpikesouthcdd.org PUBLISH: MIAMI DAILY BUSINESS REVIEW 00/00/0000 Page 17

CONSIDER APPROVAL OF AMENDED METHODOLOGY TO BE DISTRIBUTED UNDER SEPARATE COVER Page 18

RESOLUTION 2016-05 A RESOLUTION OF THE BOARD OF SUPERVISORS OF A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT RELATING TO ITS A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2015 (PHASE ONE PROJECT) ISSUED IN AN ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $4,430,000 (THE "SERIES 2015 BONDS"); APPROVING THE AMENDMENT TO THE ASSESSMENT METHODOLOGY REPORT, AS SUPPLEMENTED; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE PROVIDING FOR CERTAIN AMENDMENTS TO THE FIRST SUPPLEMENTAL TRUST INDENTURE AND NEW SERIES 2015 BONDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THE SECOND SUPPLEMENTAL TRUST INDENTURE AND THE SERIES 2015 BONDS; AND PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES. WHEREAS, A.H. at Turnpike South Community Development District (the "District") is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") and Section 1.01(A)(21) of the Miami-Dade Home Rule Charter, created by Ordinance No. 12-60 enacted by the Board of County Commissioners of Miami-Dade County, Florida on July 17, 2012, as amended by Ordinance No. 13-93 enacted by the Board of County Commissioners of Miami-Dade County, Florida on October 1, 2013; and WHEREAS, pursuant to the Act and Resolution No. 2013-10 duly adopted by the Board of Supervisors of the District on October 29, 2013 as amended and supplemented by Resolution No. 2014-08 duly adopted by the Board of Supervisors of the District on December 16, 2014 (collectively, the "Bond Resolution"), the Board of Supervisors has approved the form of a Master Trust Indenture (the "Master Trust Indenture"), between the District and U. S. Bank, National Association, as trustee; and WHEREAS, the District duly adopted Resolution Nos. 2014-09 and 2014-10 on December 16, 2014, declaring the levy and collection of special assessments (the "Special Assessments") pursuant to the Act and Chapter 170, Florida Statutes, indicating the location, nature and estimated cost of the improvements which cost is to be defrayed by the Special Assessments, providing the manner in which the Special Assessments will be made, designating the lands upon which the Special Assessments will be levied, authorizing the preparation of a preliminary assessment roll and fixing the time and place of a public hearing; and WHEREAS, the Issuer has previously adopted the Bond Resolution authorizing the issuance of not to exceed $9,000,000 in aggregate principal amount of its Special Assessment Bonds (the "Bonds") to finance all or a portion of the planning, design, acquisition and construction costs of certain improvements pursuant to the Act for the special benefit of the Page 19

District Lands or portions thereof and approving the form of and authorizing the execution and delivery of the Master Trust Indenture; and WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and/or construction of public infrastructure improvements for the special benefit of the District Lands, as described in Exhibit B to the Master Trust Indenture; and WHEREAS, the Issuer has issued its first Series of Bonds in the principal amount of $4,430,000, designated as the A.H. at Turnpike South Community Development District Special Assessment Bonds, Series 2015 (Phase One Project) (the "Series 2015 Bonds"), pursuant to the Master Trust Indenture and the First Supplemental Indenture, described below (hereinafter sometimes collectively referred to as the "Series 2015 Indenture"); and WHEREAS, pursuant to Resolution No. 2015-01, adopted by the District on January 26, 2015 and the provisions of the Act and Chapters 170 and 190, Florida Statutes, as amended, and in accordance with a Master Assessment Methodology Report, dated December 16, 2014, as supplemented by a First Supplemental Assessment Methodology dated January 6, 2015, as revised on February 6, 2015 (collectively, the Assessment Methodology Report ), the Issuer has levied certain Special Assessments on District Lands benefitted by the Series 2015 Project, described below (the "Series 2015 Special Assessments") and, pursuant to the terms and provisions of the Series 2015 Indenture, pledged the same for the payment of the Series 2015 Bonds; and WHEREAS, the premises governed by the Issuer (as further described in Exhibit B to the Master Indenture, the "District" or "District Lands") currently consist of approximately 82.51 acres of land located entirely within Miami-Dade County, Florida (the County ); and WHEREAS, The District Lands are divided into three separate areas, the first of which contains 30 lots that have been platted (the Phase One (a) Parcels ), according to the plat filed in the Official Plat Book 170, Pages 531-533 (the Plat ); the second of which contains 191 lots that have been tentatively platted (the Phase One (b) Parcels, and collectively with the Phase One (a) Parcels, the Phase One Parcels ) according to the tentative plat dated February 5, 2015 (the T-Plat ); and the third of which contains approximately 35.1 gross acres consisting of approximately 180 developable assessable residential parcels (the Phase Two Parcels ); and WHEREAS, Adrian Developers of De La Fuente Parcel, LLC, a Florida limited liability company (in such capacity, the "Developer"), is the developer of a residential community to be located within the District and will construct or cause the Issuer to construct all of the public infrastructure necessary to serve Phase One of the A.H. at Turnpike South Development (the Development ), the public infrastructure for Phase One of the Development (the Series 2015 Project ) as described on Exhibit A attached to the First Supplemental Trust Indenture dated as of February 1, 2015 (the First Supplemental Indenture ); and WHEREAS, currently all of the District Lands are subject to the Series 2015 Special Assessments on a gross acre basis. 2 Page 20

WHEREAS, according to the Assessment Methodology Report, the Series 2015 Special Assessments are to be assigned to the Phase One Parcels of the District once the parcels are developed, platted and receive separate property identification numbers; and WHEREAS, the Developer, the current owner of all District Lands, is proposing to sell the Phase Two Parcels, but such land is currently subject to the Series 2015 Special Assessments (based on gross acres) and cannot be sold until the lien of the Series 2015 Special Assessments has been released or transferred; and WHEREAS, the potential buyer of the Phase Two Parcels intends to request the District to issue Additional Bonds to fund infrastructure benefitting the Phase Two Parcels; and WHEREAS, In order to complete the conditions of its sale and release the lien of the Series 2015 Special Assessments from the Phase Two Parcels, it is necessary that the District amend the Assessment Methodology Report to provide that the Series 2015 Special Assessments will be transferred to the Phase One Parcels now ( Amendment to the Assessment Methodology Report ), a copy of such form of Amendment to the Assessment Methodology Report is attached hereto as Exhibit A. WHEREAS, the District also finds it necessary to amend Section 5.04 of the First Supplemental Indenture to permit Additional Bonds to be issued that are secured by Special Assessments to be levied only on the Phase Two Parcels, once the Series 2015 Special Assessments are assigned to the Phase One Parcels according to the Plat and the T-Plat (the First Amendment ); and WHEREAS, the District has also agreed to amend Section 3.01(a) of the First Supplemental Indenture, and the provisions in the Series 2015 Bonds related thereto, to provide that the Series 2015 Bonds maturing on November 1, 2046 may be called for redemption prior to maturity as a whole or in part, at any time at the option of the District, on or after November 1, 2039, instead of November 1, 2029 (the Second Amendment ); and WHEREAS, Section 7.02 of the First Supplemental Indenture provides that any amendments to the First Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture; and WHEREAS, Section 13.02 of the Master Indenture provides that any Supplemental Indenture may be amended from time to time by a Supplemental Indenture approved by the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding and secured by such Supplemental Indenture in the case of an amendment of a Supplemental Indenture including, but not limited to, any material amendment to the Special Assessments and related proceedings which secure a Series of Bonds (including the First Amendment); provided that with respect to amendments to (a) the interest payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) Article XIII of the Master Indenture, and (d) the security provisions under the Master Indenture or under any Supplemental Indenture (including the Second Amendment), such amendments may be made only by approval of the Owners of all Bonds to be so amended; and 3 Page 21

WHEREAS, the proposed form of Second Supplemental Trust Indenture between the District and the Trustee (including both the First Amendment and the Second Amendment) amending the First Supplemental Indenture and the provisions of the Series 2015 Bonds (the Second Supplemental Indenture ) is attached hereto as Exhibit B; and WHEREAS, the Issuer anticipates receiving the consents of 100% of the Bondholders of the Series 2015 Bonds (the Consents ) to approve the Amendment to the Assessment Methodology Report and to the to execute and deliver the Second Supplemental Indenture; and WHEREAS, by virtue of the execution of the Bondholder Consents, the Bondholders of all the Series 2015 Bonds will have consented to the amendments contained in the Amendment to the Assessment Methodology Report and the First Amendment contained in the Second Supplemental Indenture, and the Bondholders of all the Series 2015 Bonds maturing on November 1, 2025 will also have consented to the Second Amendment contained in the Second Supplemental Indenture, and such Consents shall constitute direction for the Trustee to join in the execution and delivery of the Second Supplemental Indenture. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of A.H. at Turnpike South Community Development District, as follows: Section 1. Approval of the Amendment to the Assessment Methodology Report. The Board hereby approves the Amendment to the Assessment Methodology Report prepared by Special District Services, Inc., modifying the timing of the transfer of the Series 2015 Special Assessments to the Phase One Parcels in substantially the form thereof attached hereto as Exhibit A. Section 2. Second Supplemental Indenture. The District hereby approves and authorizes the execution of the Second Supplemental Indenture by the Chairman, Vice Chairman or a Designated Member and the Secretary or any Assistant Secretary of the Board of Supervisors and the delivery of the Second Supplemental Indenture in substantially the form thereof attached hereto as Exhibit B, with such changes therein as shall be approved by the Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer s approval and the District s approval of any changes therein from the form of Second Supplemental Indenture attached hereto. Section 3. Amended Series 2015 Bonds. The District hereby approves and authorizes the execution and delivery of new Series 2015 Bonds reflecting the Second Amendment, by the Chairman, Vice Chairman or a Designated Member and the Secretary or any Assistant Secretary of the Board of Supervisors, and the delivery thereof to the Trustee for authentication and delivery through DTC to or for the beneficial owners of the Series 2015 Bonds, in exchange for the current Series 2015 Bonds. Section 4. Further Official Action; Ratification of Prior and Subsequent Acts. The Chairman, Vice Chairman, the Secretary and each member of the Board of Supervisors of the District and any other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by DTC or the Trustee to effectuate the exchange of the 2015 Bonds) and to 4 Page 22

do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairman, the Vice Chairman or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective Designated Member of such officer or official or any other duly authorized officer or official of the District. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. The Chairman, Vice Chairman or any Designated Member may, among other things, change the date of any document accompanying this Resolution as an exhibit. Execution by the Chairman, Vice Chairman or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. Section 5. Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision. Section 6. Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency. Section 7. Ratification of Prior Acts. All actions previously taken by or on behalf of the District in connection with the transactions contemplated by this Resolution the are hereby authorized, ratified and confirmed. Section 8. Public Meetings. It is hereby found and determined that all formal actions of the District concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings of the District, and that all deliberations of the District that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements. Section 9. adoption. Effective Date. This Resolution shall take effect immediately upon its 5 Page 23

PASSED in Public Session of the Board of Supervisors of A.H. at Turnpike South Community Development District, this 17 th day of June, 2016. Attest: A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT Secretary, Board of Supervisors Chairman, Board of Supervisors 6 Page 24

EXHIBIT A FORM OF AMENDMENT TO THE ASSESSMENT METHODOLOGY REPORT A-1 Page 25

EXHIBIT B FORM OF SECOND SUPPLEMENTAL INDENTURE MIA 185335023v2 B-1 Page 26

SECOND SUPPLEMENTAL TRUST INDENTURE (Amending the First Supplemental Trust Indenture) between A.H. TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT and U.S. BANK NATIONAL ASSOCIATION as Trustee Dated as of June 1, 2016 $4,430,000 A.H. TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2015 (PHASE ONE PROJECT) Page 27

THIS SECOND SUPPLEMENTAL TRUST INDENTURE (Amending The First Supplemental Trust Indenture) (the "Second Supplement"), dated as of June 1, 2016 between the A.H. TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT (together with its successors and assigns, the "Issuer"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Fort Lauderdale, Florida, as trustee (said national banking association and any bank or trust company becoming successor trustee under this Second Supplement being hereinafter referred to as the "Trustee"); W I T N E S S E T H: WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the Act ) and Section 1.01(A)(21) of the Miami- Dade Home Rule Charter, created by Ordinance No. 12-60 enacted by the Board of County Commissioners of Miami-Dade County, Florida on July 17, 2012, as amended by Ordinance No. 13-93 enacted by the Board of County Commissioners of Miami-Dade County, Florida on October 1, 2013 (as so amended, the Ordinance ), for the purposes of delivering community development services and facilities to the District Lands (as defined below); and WHEREAS, the premises governed by the Issuer (as further described in Exhibit B to the Master Indenture, the "District" or "District Lands") currently consist of approximately 82.51 acres of land located entirely within Miami-Dade County, Florida (the County ); and WHEREAS, The District Lands are divided into three separate areas, the first of which contains 30 lots that have been platted (the Phase One (a) Parcels ), according to the plat filed in the Official Plat Book 170, Pages 531-533 (the Plat ); the second of which contains 191 lots that have been tentatively platted (the Phase One (b) Parcels, and collectively with the Phase One (a) Parcels, the Phase One Parcels ) according to the tentative plat dated February 5, 2015 (the T-Plat ); and the third of which contains approximately 35.1 gross acres consisting of approximately 180 developable assessable residential parcels (the Phase Two Parcels ); and WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and/or construction of public infrastructure improvements for the special benefit of the District Lands, as described in Exhibit B to the Master Indenture (as defined herein); and WHEREAS, the Issuer has previously adopted Resolution No. 2013-10 on October 29, 2013 (the "Original Authorizing Resolution"), authorizing the issuance of not to exceed $9,000,000 in aggregate principal amount of its Special Assessment Bonds (the "Bonds") to finance all or a portion of the planning, design, acquisition and construction costs of certain improvements pursuant to the Act for the special benefit of the District Lands or portions thereof and approving the form of and authorizing the execution and delivery of a master trust indenture; and WHEREAS, Adrian Developers of De La Fuente Parcel, LLC, a Florida limited liability company (in such capacity, the "Developer"), is the developer of a residential community to be located within the District and will construct or cause the Issuer to construct all of the public Page 28

infrastructure necessary to serve Phase One of the A.H. at Turnpike South Development (the Development ), as described on Exhibit A attached to the First Supplemental Trust Indenture dated as of February 1, 2015 (the First Supplement ); and WHEREAS, the Issuer has issued its first Series of Bonds, designated as the A.H. at Turnpike South Community Development District Special Assessment Bonds, Series 2015 (Phase One Project) (the "Series 2015 Bonds"), pursuant to the Master Trust Indenture dated as of February 1, 2015 between the Issuer and the Trustee (the Master Indenture ) and the First Supplement (hereinafter sometimes collectively referred to as the "Series 2015 Indenture"); and WHEREAS, pursuant to the provisions of the Act and Chapters 170 and 190, Florida Statutes, as amended, the Issuer has levied certain Special Assessments on District Lands benefitted by the Series 2015 Project (the "Series 2015 Special Assessments") and, pursuant to the terms and provisions of the Series 2015 Indenture, pledged the same for the payment of the Series 2015 Bonds; and WHEREAS, the Series 2015 Special Assessments each constitute a lien on the District Lands encumbered thereby in accordance with Florida law; and WHEREAS, the Developer, the current owner of all District Lands, is proposing to sell the Phase Two Parcels, but such land is currently subject to the Series 2015 Special Assessments (based on gross acres) and cannot be sold until the lien of the Series 2015 Special Assessments has been released or transferred; and WHEREAS, potential buyer of the Phase Two Parcels intends to request the District to issue Additional Bonds to fund Phase Two infrastructure; and WHEREAS, the District finds it necessary to amend Section 5.04 of the First Supplement to permit Additional Bonds to be issued that are secured by Special Assessments to be levied only on the Phase Two Parcels, once the Series 2015 Special Assessments are assigned to the Phase One Parcels according to the Plat and the T-Plat (the First Amendment ); and WHEREAS, the District also has agreed to amend Section 3.01(a) of the First Supplement, and the provisions in the Series 2015 Bonds related thereto, to provide that the Series 2015 Bonds maturing on November 1, 2046 may be called for redemption prior to maturity as a whole or in part, at any time at the option of the District, on or after November 1, 2039, instead of November 1, 2029 (the Second Amendment ); and WHEREAS, Section 7.02 of the First Supplement provides that any amendments to the First Supplement shall be made pursuant to the provisions for amendment contained in the Master Indenture; and WHEREAS, Section 13.02 of the Master Indenture provides that any Supplemental Indenture may be amended from time to time by a Supplemental Indenture approved by the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding and secured by such Supplemental Indenture in the case of an amendment of a Supplemental Indenture including, but not limited to, any material amendment to the Special Assessments and related proceedings which secure a Series of Bonds (including the First Amendment); provided 2 Page 29

that with respect to amendments to (a) the interest payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) Article XIII of the Master Indenture, and (d) the security provisions under the Master Indenture or under any Supplemental Indenture (including the Second Amendment), such amendments may be made only by approval of the Owners of all Bonds to be so amended; and WHEREAS, the Issuer has received the consents (the Consents ) of 100% of the Bondholders of the Series 2015 Bonds to amend the First Supplement, as provided for herein; and WHEREAS, by virtue of the execution of the Bondholder Consents, the Bondholders of all the Series 2015 Bonds maturing on November 1, 2046, will have consented to all of the amendments contained in this Second Supplement, and the Bondholders of all of the Series 2015 Bonds maturing on November 1, 2025 will have consented to the First Amendment contained herein, and such Consents shall constitute direction to the Trustee to join in the execution and delivery of this Second Supplement. NOW, THEREFORE, THIS SECOND SUPPLEMENTAL TRUST INDENTURE WITNESSETH, that to provide for the amendment to the First Supplement, and for and in consideration of the mutual covenants herein contained, all in the manner hereinafter provided, the Issuer and the Trustee hereby agree as follows: Section 1. Definitions. In addition to certain terms defined in the recitals above, capitalized terms used without definition herein shall have the meanings ascribed thereto in the First Supplement. Section 2. Application. This Second Supplement shall supplement and amend certain provisions of the First Supplement, as may be further supplemented and amended from time to time. Section 3. Incorporation. All statements set forth in the recitals stated above are true and correct and are incorporated into this Second Supplement and such statements form the basis for the Trustee to join in the execution and delivery of this Second Supplement with the District and for the Bondholders of the Series 2015 Bonds to approve and consent to the provisions herein. Section 4. First and Second Amendments. (a) Section 5.04 of the First Supplement, entitled Additional Bonds is hereby amended in its entirety to read as follows: The Issuer covenants not to issue any other Bonds or other debt obligations secured by Special Assessments levied against the assessable lands within the District except as provided herein. Such covenant shall not prohibit the Issuer from issuing refunding bonds. In addition, the Issuer covenants not to issue any other Bonds or other debt obligations secured by Special Assessments on assessable lands within the District which are also secured by the Series 2015 Special Assessments for any 3 Page 30

capital project unless the Series 2015 Special Assessments have been Substantially Absorbed. Once all of the Series 2015 Special Assessments have been assigned to platted parcels, each with their own tax folio numbers, pursuant to a plat or a temporary plat, the Issuer is permitted to issue Bonds or other debt obligations on lands within the District which are not secured by the Series 2015 Special Assessments for any capital project. The Trustee and the Issuer may rely on a certificate from the District Manager regarding such status of the residential units and the Series 2015 Special Assessments. (b) Section 3.01(a) of the First Supplement, entitled Optional Redemption is hereby amended to provide that the Series 2015 Bonds maturing on November 1, 2046 may be called for redemption prior to maturity as a whole or in part, at any time, on or after November 1, 2039, instead of November 1, 2029. Section 5. Amendment to Form of Series 2015 Bonds. The form of Series 2015 Bonds attached as Exhibit B to the First Supplemental Indenture is hereby amended and restated in its entirety by the new form of Series 2015 Bond attached as Exhibit A to this Second Supplement. Section 6. Applicability of Remaining Provisions. Except as expressly modified as stated above, all provisions of the Series 2015 Indenture, and the First Supplement, each as supplemented and amended from time to time, shall remain unaffected and in full force and effect. Section 7. Counterparts. This Second Supplement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 8. No Personal Liability or Accountability. No covenant or agreement contained in this Second Supplement shall be deemed to be the covenant or agreement of any present, past or future member, agent or employee of the District or the Trustee, in his or her individual capacity, and neither the members of the District or the Trustee, nor any official, agent or employee of the District or the Trustee, shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of this Second Supplement. Section 9. Binding Effect. This Second Supplement shall inure to the benefit of, and shall be binding upon, the District, the Trustee, and the owners of the Series 2015 Bonds and their respective successors and assigns. Section 10. Authorization. The execution of this Second Supplement has been duly authorized by the appropriate body or official of each party, each party has complied with all the requirements of law, and each party has the full power and authority to comply with the terms and provisions of this instrument. The Trustee further represents and agrees that, with respect to this Second Supplement, the Trustee has secured any necessary consents and/or approvals of the Bondholders of the Series 2015 Bonds, to the extent required under the Series 2015 Indenture. 4 Page 31

Section 11. Severability. If any provisions of this Second Supplement shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 12. Effective Date. This Second Supplement shall become effective upon the execution by the District and the Trustee and the receipt by the Trustee of the fully-executed consents of Bondholders. [Remainder of page intentionally left blank.] 5 Page 32

IN WITNESS WHEREOF, A.H. at Turnpike South Community Development District has caused this First Supplement to be executed by the Vice Chairperson of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Secretary of its Board of Supervisors and U.S. Bank National Association has caused this First Supplement to be executed by one of its authorized signatories, all as of the day and year first above written. [SEAL] Attest: By: Name: Gloria Perez Title: Secretary, Board of Supervisors A.H. AT TURNPIKE SOUTH COMMUNITY DEVELOPMENT DISTRICT By: Name: Olga Adrian Title: Vice Chairperson, Board of Supervisors U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent and Registrar By: Name: Maggie F. Chavez Title: Vice President 6 Page 33

STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) On this day of June, 2016, before me, a notary public in and for the State and County aforesaid, personally appeared Olga Adrian and Gloria Perez, Vice Chairperson and Secretary, respectively, of A.H. at Turnpike South Community Development District (the "Issuer"), who acknowledged that they did so sign the foregoing instrument as such officers, respectively, for and on behalf of said Issuer; that the same is their free act and deed as such officers, respectively, and the free act and deed of said Issuer; and that the seal affixed to said instrument is the seal of said Issuer; that they respectively appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said Issuer, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public, Print, Stamp or Type as Commissioned) Personally known to me, or Produced identification: (Type of Identification Produced) 7 Page 34

STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) On this day of June, 2016, before me, a notary public in and for the State and County aforesaid, personally appeared Maggie F. Chavez, a Vice President of U.S. Bank National Association, as Trustee, who acknowledged that he did so sign said instrument as such officer for and on behalf of said corporation; that the same is his free act and deed as such officer, respectively, and the free act and deed of said corporation; that she appeared before me on this day in person and acknowledged that he, being thereunto duly authorized, signed, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public, Print, Stamp or Type as Commissioned) Personally known to me, or Produced identification: (Type of Identification Produced) 8 Page 35