CONCORD STATION COMMUNITY DEVELOPMENT DISTRICT

DISTRICT OFFICE · 5844 OLD PASCO ROAD · SUITE 100 · WESLEY CHAPEL, FLORIDA 33544

CONCORD STATION COMMUNITY

DEVELOPMENT DISTRICT

BOARD OF SUPERVISORS MARCH 31, 2016

CONCORD STATION COMMUNITY DEVELOPMENT DISTRICT AGENDA

MARCH 31, 2016 at 6:00 p.m.

Concord Station Clubhouse, located at 18636 Mentmore Boulevard, Land O’ Lakes, FL 34638

District Board of Supervisors David Walz Chairman Karen Hillis Vice Chairman Donna Matthias Gorman Assistant Secretary Michael Mysels Assistant Secretary Grace Birtchet Assistant Secretary District Manager Clifton Fischer Rizzetta & Company, Inc. District Counsel John Vericker Straley & Robin District Engineer Tonja Stewart Stantec

All Cellular phones and pagers must be turned off during the meeting.

The District Agenda is comprised of five different sections:

The meeting will begin promptly at 6:00 p.m. with the first section which is called Audience Comments. The Audience Comment portion of the agenda is where individuals may comment on matters that concern the District. Each individual is limited to three (3) minutes for such comment. The Board of Supervisors or Staff is not obligated to provide a response until sufficient time for research or action is warranted. IF THE COMMENT CONCERNS A MAINTENANCE RELATED ITEM, THE ITEM WILL NEED TO BE ADDRESSED BY THE DISTRICT MANAGER OUTSIDE THE CONTEXT OF THIS MEETING. The second section is called the Business Administration section and contains items that require the review and approval of the District Board of Supervisors as a normal course of business. The third section is called Business Items. The business items section contains items for approval by the District Board of Supervisors that may require discussion, motion and votes on an item-by-item basis. Occasionally, certain items for decision within this section are required by Florida Statute to be held as a Public Hearing. During the Public Hearing portion of the agenda item, each member of the public will be permitted to provide one comment on the issue, prior to the Board of Supervisors’ discussion, motion and vote. Agendas can be reviewed by contacting the Manager’s office at (813) 994-1001 at least seven days in advance of the scheduled meeting. Requests to place items on the agenda must be submitted in writing with an explanation to the District Manager at least fourteen (14) days prior to the date of the meeting. The fourth section is called Staff Reports. This section allows the District Manager, Engineer, and Attorney to update the Board of Supervisors on any pending issues that are being researched for Board action. The final section is called Audience Comments and Supervisor Requests. This is the section in which the Supervisors may request Staff to prepare certain items in an effort to meet residential needs. Public workshops sessions may be advertised and held in an effort to provide informational services. These sessions allow staff or consultants to discuss a policy or business matter in a more informal manner and allow for lengthy presentations prior to scheduling the item for approval. Typically no motions or votes are made during these sessions.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting is asked to advise the District Office at (813) 994-1001, at least 48 hours before the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at 1 (800) 955-8770, who can aid you in contacting the District Office. Any person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that this same person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which the appeal is to be based.

CONCORD STATION COMMUNITY DEVELOPMENT DISTRICT DISTRICT OFFICE • 5844 OLD PASCO ROAD • SUITE 100 • WESLEY CHAPEL, FL 33544

March 23, 2016 Board of Supervisors Concord Station Community Development District Dear Board Members: The Community workshop and special meeting of the Board of Supervisors of Concord Station Community Development District will be held on Thursday, March 31, 2016 at 6:00 p.m. at the Concord Station Clubhouse, located at 18636 Mentmore Boulevard, Land O’ Lakes, FL 34638. The following is the advance agenda for this meeting. Community Workshop:

1. CALL TO ORDER/ROLL CALL 2. CHAIR INTRODUCTION

A. Review of PRAG Agreement……………………………………… Tab 1 B. Review of FMS Agreement……………………………………….. Tab 2 C. Review of Real Estate Consultant Proposals…………………….. Tab 3

(Hill Ward proposal under separate cover) 3. PUBLIC COMMENTS ON PROPOSED CLUBHOUSE PURCHASE 4. ADJOURNMENT

Board of Supervisors Meeting:

1. CALL TO ORDER/ROLL CALL 2. CALL TO ORDER/ROLL CALL 3. AUDIENCE COMMENTS ON AGENDA ITEMS 4. BUSINESS ADMINISTRATION

None 5. BUSINESS ITEMS

A. Consideration of Real Estate Consultant B. Consideration of Selecting Municipal Advisor C. Consideration of Underwriter Engagement Letters

6. STAFF REPORTS A. District Counsel B. District Engineer C. Field Operations Manager D. Clubhouse Manager E. District Manager 1. Consideration of Florida Native Nursery Proposal……. Tab 4 2. Consideration of Wetland Monitoring Agreement……. Tab 5 3. Acceptance of SWFWMD Permit Transfer to Operational

Phase……………………………………………………. Tab 6 7. AUDIENCE COMMENTS AND SUPERVISOR REQUESTS

Concord Station Community Development District March 31, 2016 Agenda- Page 2

8. ADJOURNMENT

We look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to call us at (813) 994-1001.

Sincerely, Clif Fischer Clifton Fischer District Manager

cc: John Vericker, Straley & Robin Tonja Stewart, Stantec Consulting

Tab 1

Public Resources Advisory Group

1

Public Resources Advisory Group An Independent Municipal Financial Advisory Firm

Public Resources Advisory Group, Inc. (“PRAG”) is an independent municipal financial advisory firm dedicated to advising municipal bond issuers in financial transactions.

As a municipal financial advisor, we have a fiduciary duty to our municipal clients. To limit any potential conflicts of interest, PRAG does not engage in any form of securities underwriting, trading, or marketing, nor do we have any affiliates which engage in these activities.

PRAG’S EXPERIENCE: PRAG was founded in 1985 to provide independent and comprehensive financing support to state and local governments, and has served governments, agencies and not-for profits for 30 years. PRAG has offices in Florida, New York, California and Pennsylvania and consistently ranks in the top three nationally by volume among municipal financial advisors. Last year PRAG advised on the issuance of over $30 billion in long-term municipal debt.

In Florida, PRAG advises major municipal bond issuers including the State of Florida, Miami-Dade County, Broward County, Hillsborough County, Pinellas County, the City of Tampa and the Florida League of Cities as well as other municipal bond issuers throughout the State. Our senior staff has experience with tax-exempt real estate financing and we understand the market, structuring and credit of Florida Community Development District Bonds.

PRAG’S ROLE: PRAG, as an Independent Registered Municipal Advisor, is the only financial professional in the transaction with a fiduciary duty to represent the financial interests of the Issuer and often the only professional who can freely provide specific financial advice. Our only role is to represent the interests of the issuer of municipal bonds. We advise on issues such as:

Is this the right time to issue bonds?

Is the level of refunding savings reasonable in comparison to

the level of negative arbitrage?

Is now the time to use the only allowable advance refunding?

Should the District issue bonds or obtain a bank loan?

How should the debt be structured?

Will bond insurance add value?

Is the marketing plan appropriate to target the widest possible

investor pool?

Is the call option valued appropriately?

Are the fees, coupons and yields appropriate for the structure,

credit and market?

REGISTERED MUNICIPAL ADVISOR: PRAG is registered as a municipal advisor with the MSRB (MSRB ID K0133) and the SEC (Municipal Advisor Registration Number 867-00146). In addition, PRAG is registered as an investment adviser under the Investment Advisers Act of 1940 in the states of California, Florida, New York, Pennsylvania and the District of Columbia.

PRAG’S RESOURCES: PRAG distinguishes itself by offering our clients the same level of sophistication and software available to the largest Wall Street firms to analyze securities, and develop and implement hedging techniques. We subscribe to a variety of publications and information services.

PRAG provides detailed market analyses of fees, spreads and interest rates for other issues with similar terms and conditions priced close to the date of negotiation. During the actual pricing of the bonds, PRAG evaluates pricing data relationships – spreads to Municipal Market Data Index (“MMD”), yield to maturity spreads to MMD, and orders as a percentage of available bonds. This allows our clients to be better informed and able to negotiate more favorable pricing terms. We constantly monitor order flow, rather than passively wait for the underwriter to share select information. PRAG utilizes such information fully in order to best prepare issuers in advance of price negotiations with underwriters.

PRAG’S SERVICES: In fulfilling our fiduciary duty, PRAG provides a range of services including:

Board Education

Credit Review and Analysis

Bond Market Analysis

Refunding Savings Analysis

Bond Issue vs. Bank Loan Analysis

Underwriter/Bank Solicitation Process

Rating Agency Management

Bond Insurance Analysis and Management

Debt Structuring

Bond Documentation Review

Bond Purchase Agreement Negotiation

Bond Marketing Plan Review

Underwriting Fees, Couponing and Pricing Negotiation

Investor Order Book, Unsold Balances and Allocation Review

Escrow Funding

Closing Management

Pricing Fairness Analysis

Representing the Financial Interests of CDD’s in Municipal Transactions

Public Resources Advisory Group

2

Public Resources Advisory Group An Independent Municipal Financial Advisory Firm

Public Resources Advisory Group 100 Second Avenue South, Suite 903

St. Petersburg, FL 33701-3846

Phone: (727) 822-3339

Fax: (727) 822-3502

www.pragadvisors.com

Wendell Gaertner

Senior Managing Director

wgaertner@pragadvisors.com

Mr. Gaertner joined PRAG in 2013 bringing over 25 years of experience in public finance housing at the local, state and federal level.

Mr. Gaertner began his career as a commercial bank lender with Barnett Bank. He became a public finance banker with Raymond James & Associates in 1989 with a dual focus on real estate and general government finance. In 2001, he joined Banc of America Securities, initially with a continued dual focus on affordable housing and general government but eventually focusing full time on real estate public finance. He joined the firm’s Public Finance Tax-Exempt Real Estate Group which focused on financing community development districts and large public-private real estate projects. With the Bank of America/Merrill Lynch merger in 2009, Mr. Gaertner became a part of Merrill Lynch’s Public Finance Housing Group where he remained until he joined PRAG.

Mr. Gaertner has served as advisor or lead banker on over $5 billion of developer-supported real estate bond financings. Mr. Gaertner was lead banker on financings selected by Project Finance Magazine as “North American Real Estate Deal of the Year” in 2009 and “North American Public Private Partnership Deal of the Year” in 2005.

Mr. Gaertner received a B.S. in Chemistry with General Honors from the University of Miami and an MBA from Stetson University.

Marianne Edmonds

Senior Managing Director

medmonds@pragadvisors.com

Ms. Edmonds has served as a Senior Managing Director at PRAG since 2005. Prior to joining PRAG, Ms. Edmonds owned her own financial advisory firm. She sold her firm to PRAG in order to allow her clients to benefit from the resources of PRAG’s national scope. Many of her current clients have been with her since she had her own practice.

Ms. Edmonds is respected for both her ability to understand and communicate financial issues as well as her integrity as a financial advisor. During Ms. Edmond’s tenure in public finance she has specialized in real estate and housing finance but has also developed and implemented financing plans for general governmental capital projects, utility systems, resource recovery plants, and sports facilities, among others. Her work in the real estate arena has included the financing of (1) new construction of multifamily rental housing by private developers, (2) acquisition and rehabilitation of multifamily rental housing by private developers; and, (3) acquisition and rehabilitation of multifamily housing by local housing authorities and by non-profit developers.

Ms. Edmonds recently completed a three-year appointment on the Municipal Securities Rulemaking Board, the self-regulating organization for the municipal bond market. Ms. Edmonds is a member of Leadership Florida. She earned a BA degree in mathematics from Northwestern University and an MBA with specialization in public management and finance from The Wharton School of the University of Pennsylvania.

100 SECOND AVENUE SOUTH, SUITE 903 ST. PETERSBURG, FLORIDA 33701

TEL: (727) 822-3339 | FAX: (727) 822-3502

PUBLIC RESOURCES ADVISORY GROUP

INDEPENDENT FINANCIAL ADVISORS

March 31, 2016

Board of Supervisors

Concord Station Community Development District

5844 Old Pasco Road, Suite 100

Wesley Chapel, Florida 33544

RE: Municipal Advisory Services in Connection with Issuance of Municipal Securities

Dear Chairman Walz:

The purpose of this letter is to document the relationship between Public Resources Advisory Group

(“PRAG”) and the Concord Station Community Development District (the “District”). The District desires to

utilize the services of PRAG as an independent registered municipal advisor in connection with the potential

purchase and financing of the Concord Station Clubhouse currently owned by the developer of Concord Station

and the potential refunding of the District’s Capital Improvement Revenue Bonds, Series 2005.

The scope of services for this engagement will include:

1. Provide an overview of the municipal bond market and the bond issuance process as desired by the

District.

2. Develop an analytical framework to allow the District to evaluate the financial costs, benefits and risks of

purchasing the Clubhouse incorporating the following:

a. The financial obligations the existing Club Plan places on homeowners;

b. The terms of the Purchase Option under the existing Club Plan;

c. The results of previous purchases of clubhouses by other Community Development Districts

including a comparison of final purchase prices compared to purchase options included in the

Community Declarations; and,

d. The third-party market for similar clubhouses in Florida.

3. Evaluate the net long-term financial impact to homeowners and the District at the expected purchase price

incorporating the most beneficial debt structure.

4. Review the purchase details including any appraisals, condition reports, and professionally recommended

repairs, improvements or reserves.

5. If the District decides to pursue the purchase of the Clubhouse, recommend whether the purchase and the

refunding should be structured as combined or separate financings.

6. Coordinate the financing team as the District’s fiduciary representative.

7. Assist in determining the optimal timing for the bond issue(s) to go to the market taking into account

market conditions, the expected current credit rating on the bonds, the expectations of improved credit

ratings due to continued build-out, and the timing required to negotiate and execute the Clubhouse

purchase, if the District decides to pursue the purchase.

8. Develop and maintain timetables, task lists and distribution lists for the transaction(s).

- 2 -

9. Monitor developments in the municipal market and advise the District on financial structures that will best

meet its needs, including an evaluation of whether the District should utilize a bank loan or a bond issue.

10. If a bank loan is determined to be the desired structure, PRAG will assist in development and

dissemination of RFP to banks including credit package and due diligence materials. PRAG will prepare

analysis of responses for consideration by the District.

11. It is understood that the District has engaged an investment banker/underwriter/placement agent for the

refunding of the District’s Series 2005 Bonds. PRAG will assist in selection of the other financing team

professionals including additional underwriters (if any), paying agents, trustees, consultants, official

statement printers, verification agents, appraisers and others as required to successfully execute the

transaction.

12. If more than one underwriters are involved in any bond issue(s), recommend and manage an underwriting

syndicate structure that allows meaningful participation by all underwriters and incentivizes the broad

distribution of the District’s bonds.

13. Assist in development and review of all bond documents with a particular focus on the credit, financial

and regulatory implications for the District.

14. Provide advice and assistance in preparation and presentations to the rating agencies including, but not

limited to, bond issuance documentation for the purpose of obtaining the best possible rating for the

District’s bonds.

15. Evaluate the applicability of credit enhancement for the District’s bonds and, if credit enhancement

appears to be available and beneficial, provide advice and assistance in preparation and presentations to

potential credit enhancers.

16. Provide assistance in the composition of the preliminary and final official statements for any public

offering of securities, which shall conform to current acceptable disclosure guideline standards, so as to

make the most favorable full and accurate disclosure to the rating agencies and investing public.

17. Review any Special Assessment Allocation Report prepared in connection with the issuance of debt.

18. Advise on term, structure and marketing strategies for bond sales, including but not limited to maturities,

coupon rates, call features, security provisions, credit enhancement (if applicable), costs of issuance,

underwriting fees, reserve requirements and debt service requirements.

19. Provide market information including comparable sales during the pricing and structuring of the bond

sale(s).

20. Monitor the lead underwriter’s order flow during the order period and evaluate and negotiate preliminary

and final bond pricing in light of orders, market conditions, and unsold balances.

21. Review and approve the lead underwriter’s proposed allocation of bonds to investors.

22. Prepare a post-sale report for the Board on the pricing results including preliminary and final pricing,

orders, market conditions and comparable sales.

23. Assist in the preparation and review all necessary closing documents including funding and wire transfer

instructions.

24. Review all legal opinions.

25. Coordinate bond closing with other members of the financing team and attend all Pre-Closings and

Closings as deemed necessary.

- 3 -

PRAG’s compensation shall be paid from debt proceeds as follows:

If, after PRAG’s evaluation, the District decides not to pursue the purchase of the Clubhouse or is unable

to come to terms with the owner, PRAG will be paid a fee of $20,000 plus expenses for serving as the

District’s independent registered municipal advisor in connect with the issuance of debt to refund the

District’s Series 2005 bonds.

If, after PRAG’s evaluation, the District decides to pursue the purchase of the Clubhouse and finances the

purchase in a combined financing that also refunds the District’s Series 2005 bonds, PRAG will be paid a

fee of $35,000 plus expenses for serving as the District’s independent registered municipal advisor in

connection with the combined financing.

If, after PRAG’s evaluation, the District decides to pursue the purchase of the Clubhouse and the

refunding of the District’s Series 2005 bonds in separate financings, PRAG will be paid a fee of $20,000

plus expenses for each issue for serving as the District’s independent registered municipal advisor in

connection with each separate financing.

If the District does not issue or incur debt for the purchase of the Clubhouse or to refund the Series 2005

bonds within three years of the date of this letter, the District will not owe any fee or obligation to PRAG

other than payment of any expenses incurred as described below.

Expenses shall include, but are not limited to travel, hotel, and meals (reimbursed pursuant to Section 112.061,

Florida Statutes), air freight and courier charges, teleconferencing charges, allocation of computer software and

information services, and direct third-party payments made on behalf of the District. In no event will expenses

exceed $2,000 without the approval of the District.

To provide transparency for our fee proposals, PRAG currently has active contracts with Hillsborough County, the

City of Tampa and the Florida League of Cities which have a $20,000 minimum fee for each bond issue, plus

expenses. PRAG also has active contracts with other issuers in Florida with a higher minimum fee per bond issue.

PRAG has no contracts in Florida with a minimum fee of less than $20,000 for a bond issue.

PRAG has no arrangement or relationship with any developer, builder or underwriter of municipal securities.

Since PRAG’s fees are dependent upon the issuance of debt and could depend on the number of debt issuances by

the District, PRAG may have a conflict of interest related to the number of debt issuances by the District. PRAG

is not aware of any other conflicts in connection with providing services to the District.

Sincerely,

PUBLIC RESOURCES ADVISORY GROUP

Marianne Edmonds

Senior Managing Director

Accepted:

Tab 2

Municipal Bond Specialists 20660 W. Dixie Highway

North Miami Beach, FL 33180

Concord Station Community Development District 3434 Colwell A venue Suite 200 Tampa, Florida 33614 Attn: Scott Brizendine

Re: Agreement for Underwriter Services & G-17 Disclosure

Dear Mr. Brizendine:

March 11, 2016

Thank you for the opportunity to work with the Concord Station Community Development District (the "District") regarding the underwriting of the District's Special Assessment Bonds, Series 2016 Clubhouse Acquisition Bonds (the "Bonds"). The District and FMSbonds, Inc. ("FMS"), solely in its capacity as Underwriter, agree to the proposed terms set forth herein in Attachment I. By executing this letter both parties agree to the terms set forth herein.

FMS's role is limited to act as Underwriter within the Scope of Services set forth herein as Attachment I, and not as a financial advisor or municipal advisor. FMS is not acting as a municipal advisor for the developer in connection with the subject transaction. Any information that FMS has previously provided was solely for discussion purposes in anticipation of being retained as your underwriter. Attachment II, attached hereto, contains the Municipal Securities Rulemaking Rule Board Rule G-17 Disclosure that the District should read in its entirety and acknowledge by signing below.

We look forward to working with you.

Yours truly,

FMSbonds, IIJ.cj

By: /_ //1~-" " Name: Jon Kessler

Title: Executive Director

Agreed to and accepted as ofthe date first written above:

CONCORD STATION COMMUNITY DEVELOPMENT DISTRICT

By: Name: ----------------------Title:

ATTACHMENT I

Section 1 Scope of Services of FMS: FMS proposes that its duties as Underwriter shall be limited to the following:

1. To provide advice to the District on the structure, timing and terms of the Bonds;

2. To coordinate the financing process;

3. To conduct due diligence;

4. To assist in the preparation of an offering memorandum;

5. To review the assessment methodology and Bond documents;

6. To market and offer Bonds to investors.

Section 2 Terms and Conditions:

1. Underwriter or Purchase Fee ("Underwriting Fee"). FMS shall act as sole lead underwriter. The fee to FMS for acting as Underwriter shall be 1.5% of the Par Amount of any Bonds issued. The Underwriting Fee shall be due and payable only upon the closing of the Bonds. The Underwriting Fee may be modified pursuant to a delegation or award resolution approved by the Board and consented to by the Underwriter.

2. Price and Interest Rates: The offering price and interest rates are expected to be based on recent comparable transactions in the market, if any. FMS and the District will jointly determine the offering price and interest rates immediately prior to the start of the order period, based on market conditions then prevailing.

3. Bond Purchase Agreement. The obligations of the Underwriter and those of the District would be subject to the satisfactory completion of due diligence and to the customary representations, warranties, covenants, conditions, including provisions respecting its termination contained in the form of a bond purchase agreement FMS will prepare and as generally used in connection with the offering of Bonds for this type of transaction.

4. Costs of Issuance. The District shall be responsible for the payment of all expenses relating to the offering, including but not limited to, attorney fees, consultant fees, costs associated with preparing offering documents, if any, the purchase agreement, regulatory fees and filing fees and expenses for qualification under blue sky laws designated by FMS and approved by the District.

5. Assumptions. The proposed terms and statements of intention set forth in this agreement are based on information currently available to FMS about the District and

the market for special assessment bonds similar to the Bonds and the assumptions that:

a) the financial condition and history of the project shall be substantially as understood, and the financial information for the relevant and appropriate period ended to be included in the final offering memorandum will not vary materially from those set forth in the material furnished to FMS;

b) no adverse developments shall occur which materially and adversely affect the underlying security and financial condition of the district;

c) the offering memorandum will comply with all applicable laws and regulations;

d) there will not be any unanticipated substantial delays on the part of the District in completing the transaction; and

e) all conditions of the Underwriter to purchase Bonds will be included in the bond purchase agreement and conditions shall be satisfied or waived, in the sole discretion of the Underwriter.

6. Information. The District agrees to reasonably and actively assist FMS in achieving an underwriting that is satisfactory to FMS and the District. To assist FMS in the underwriting the District will (a) provide and cause the District's staff and its professionals to provide FMS upon request with all information reasonably deemed necessary by FMS to complete the underwritings, included but not limited to, information and evaluations prepared by the District and its advisors; and (b) otherwise assist FMS in its underwriting efforts.

7. Term of Engagement. The term ofthis Agreement shall be limited to the Bonds and shall commence as of the date of this Agreement and continue in full force and effect unless terminated by either party. In event of termination by the District without cause, FMS shall be entitled to recover its reasonable out of pocket expenses incurred up to the date of termination.

8. No Commitment. Notwithstanding the foregoing, nothing herein shall constitute an agreement to provide a firm commitment, underwriting or placement or arrangement of any securities by FMS or its affiliates. Any such commitment, placement or arrangement shall only be made a part of an underwriting agreement or purchase agreement at the time of the sale of the bonds.

The engagement contemplated hereby and this agreement are solely for the benefit of the District and FMS and their respective successors, assigns and representatives and no other person or entity shall acquire or have any right under or by virtue hereof.

This Agreement contains the entire understanding of the parties relating to the transactions contemplated hereby and this Agreement supersedes all prior agreements, understandings and negotiations with respect thereto. This Agreement

2

may be executed in counterparts each of which shall be an original but all of such counterparts shall constitute one and the same instrument.

9. No Financial Advisor. FMS's role is limited to that of an Underwriter and not a Financial Advisor or Municipal Advisor

[Remainder of Page Intentionally Left Blank]

3

ATTACHMENT II

MSRB Rule G-17 Disclosure--- The District has engaged FMS to serve as underwriter, and not as a financial advisor or municipal advisor, in connection with the issuance of the Bonds. As part of our services as underwriter, FMS may provide advice concerning the structure, timing, terms, and other similar matters concerning the issuance of the Bonds. We may also have provided such advice as part of the process of seeking to be selected to serve as your underwriter. Any such advice was provided by FMS as an underwriter and not as your financial advisor in this transaction.

Pursuant to the Notice, we are required by the MSRB to advise you that:

• MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors.

• The underwriter' s primary role is to purchase the Bonds with a view to distribution in an arm' s-length commercial transaction with the Issuer. As such, the underwriter has financial and other interests that differ from those of the Issuer.

• Unlike a municipal advisor, the underwriter does not have a fiduciary duty to the Issuer under the federal securities laws and are, therefore, not required by federal law to act in the best interests of the Issuer without regard to their own financial or other interests.

• The underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with its duty to sell the Bonds to investors at prices that are fair and reasonable.

• As underwriter, we will review the disclosure document for the Bonds in accordance with, and as part of, our responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction. 1

The underwriter will be compensated by a fee and/or a fee that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since an underwriter may have an incentive to recommend a transaction that is unnecessary or to recommend that the size of a transaction be larger than is necessary. The District acknowledges no such recommendation has been made by FMS.

1 Under federal securities law, an issuer of securities has the primary responsibility for disclosure to investors. The review of the offering document by the underwriters is solely for purposes of satisfying the underwriters' obligations under the federal securities laws and such review should not be construed by an issuer as a guarantee of the accuracy or completeness of the information in the offering document.

Please note nothing in this letter is an expressed nor an implied commitment by us to provide financing or to purchase or place the Bonds or any other securities. Any such commitment shall only be set forth in a bond purchase agreement or other appropriate form of agreement for the type of transaction undertaken by you.

Further, our participation in the transaction contemplated herein remains subject to, among other things, the execution of a bond purchase agreement (or other appropriate form of agreement), further internal review and approvals, satisfactory completion of our due diligence investigation and market conditions.

FMS is acting independently in seeking to act as an underwriter in the transactions contemplated herein and shall not be deemed for any purpose to be acting as an agent, joint venturer or partner of any other principal involved in the proposed financing. FMS assumes no responsibility, express or implied, for any actions or omissions of, or the performance of services by, the other underwriters in connection with the transactions contemplated herein or otherwise.

If you or any other Issuer representatives have any questions or concerns about these disclosures, please make those questions or concerns known immediately to FMS. In addition, Issuer should consult with its own financial, municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. Depending on the final structure of the transaction that the District and FMS decide to pursue, or if additional actual or perceived material conflicts are identified, we may be required to send you additional disclosures.

2

Tab 3

Tab 4

InvoiceDate

2/22/2016

Invoice #

10847

Bill ToLennar Communities4600 W. Cypress StreetSuite 200Tampa, Florida 33607Attn Van Womack

Ship To

Florida Natives Nursery, Inc.4115 Native Garden DrivePlant City, Florida 33565

Terms Due Date

2/22/2016

Project

Concord Station

We appreciate your business

813-754-1900

Total

Balance DuePayments/Credits

Date Description Qty Rate Amount1/13/2016 Monitoring- Compliance issues 1 1,400.00 1,400.00

A service charge will be added to past due accounts equal to 1.5%per month (18% annually) on previous month's balance less paymentsreceived during the month.

$1,400.00

$1,400.00

$0.00

Tab 5

Florida Natives Nursery, Inc. 4115 Native Garden Drive

Plant City, FL 33565 (813) 754-1900

{00054407.DOCX/2}

Wetland Mitigation Management Agreement

This agreement, dated April 1, 2016, is made between Florida Natives Nursery, Inc. and

Concord Station Community Development District

5844 Old Pasco Road, Suite 100 Wesley Chapel, FL 33544

c/o: District Manager 813-994-1001

Both Concord Station Community Development District “CUSTOMER” and Florida Natives Nursery, Inc. agree to the following terms and conditions: 1. General Conditions:

Florida Natives Nursery, Inc. will provide mitigation management services on behalf Of the CUSTOMER in accordance with terms and conditions of this Agreement at the following site(s)

Concord Station Community Development District Wetland Mitigation Areas: R-1, R-2, R-3, C-2, C-3, Upland Buffer

2. Contract Term: The term of this agreement shall be one year or as otherwise provided by Contract Addendum. 3. Contract Services: CUSTOMER agrees to pay Florida Natives Nursery, Inc. the following amounts during the term of this agreement for the specific mitigation maintenance:

• Nuisance and exotic vegetation control by means of hand removal and/or herbicide application.

Florida Natives Nursery, Inc. 4115 Native Garden Drive

Plant City, FL 33565 (813) 754-1900

{00054407.DOCX/2}

Quarterly Maintenance: $1,250.00 Annual Contract Amount: $5,000.00 Four (4) Treatment/Inspections per Year.

4. Starting Date: The starting day of this agreement is the first day of the month in which services are first provided without regard to the actual days unless otherwise agreed to in writing, by both parties. Services shall be continuous without interruption. 5. Schedule of Payment: CUSTOMER agrees to pay Florida Natives Nursery, Inc. within thirty (30) days after date of invoice. Failure to pay any amount when due shall constitute a default under this agreement. 6. Safety: Florida Natives Nursery, Inc. agrees to use specialized equipment and products, which in its sole discretion will provide safe and effective results for the specific site(s). 7. Termination Procedure: This agreement may be terminated by either party with thirty (30) days written notice. Notification must be sent certified mail; return receipt requested, to Florida Natives Nursery, Inc. 4115 Native Garden Dr., Plant City, FL. 33565 8. Insurance: Florida Natives Nursery, Inc. agrees to maintain, at its sole expense, the following insurance coverage: Worker’s Compensation, General Liability, and Automobile Liability in the amounts show in in Exhibit “A”.

Florida Natives Nursery, Inc. 4115 Native Garden Drive

Plant City, FL 33565 (813) 754-1900

{00054407.DOCX/2}

CUSTOMER shall be listed as “Additional Insured” at no extra charge and a Certificate of Insurance will be provided to the CUSTOMER. 9. Addenda: Any extra work requested by CUSTOMER such as trash clean-up, physical cutting, weed-eating, mowing, monitoring and/or plant installation or removal of vegetation, as well as other manual maintenance may be performed by our staff with approval of the CUSTOMER in writing in advance. Extra service work will be invoiced separately at our current hourly equipment and labor rate. 10. Contract Documents: This agreement constitutes the entire Agreement of Florida Natives Nursery, Inc. and CUSTOMER. No oral or written modification of these terms contained herein shall be valid unless made in writing and accepted by an authorized agent of both Florida Natives Nursery, Inc. and CUSTOMER. 11. Controlling Law: This Agreement shall be governed under the laws of the State of Florida with venue in Pasco County, Florida. 12. Enforcement of Agreement: In the event it shall become necessary for either party to institute legal proceedings in order to enforce the terms of this Agreement, the prevailing party shall be entitled to all costs, including reasonable attorney’s fees at both trial and appellate levels against the non-prevailing party. ___________________________ __________________________ Florida Native Nursery, Inc. Concord Station Community Development District

Tab 6

ITEMS UNDER SEPARATE COVER

March 31, 2016

Hill Ward Proposal

Real Estate

Our Real Estate Group is widely regarded as one of the elite practices in the state for its depth of

personnel, experience and knowledge applied to all aspects of commercial real estate. Our clients

include commercial and residential developers, major lending institutions, banks, merchant builders,

contractors, brokers and investors, automobile dealerships, retailers, schools and universities, and

other significant property owners – both on a state and national level.

Our attorneys embrace the unique business perspective of each client, with the goal of developing

the most effective and efficient array of legal services to suit a client’s particular needs. With

approximately twenty attorneys and ten paralegals, we have the resources and abilities to efficiently

and effectively represent clients in a wide range of complex real estate matters. We provide creative

solutions that protect and advance the interests and objectives of our clients, without losing sight of

the fact that making the deal is the ultimate business goal.

Several of our Real Estate attorneys are Board Certified Real Estate lawyers, and many of our Real

Estate attorneys are consistently recognized among the Best Lawyers in America, Florida Super Lawyers,

and Florida Trend’s Legal Elite. Of particular note, Thomas N. Henderson III, one of our founding

shareholders, has been included among the esteemed Top Ten Attorneys in Florida as well as the

inaugural Legal Elite Hall of Fame by Florida Trend. He has also been cited for excellence by

Chambers & Partners in its annual guide to the leading lawyers in the USA.

Best Lawyers in America recently ranked Hill Ward Henderson’s Real Estate Group as the #1 Real

Estate Practice in Tampa.

Our clients consult us on a vast range of complex issues and transactions in a number of areas,

including:

Real Estate Acquisition &

Development

Real Estate Finance

Bankruptcy & Creditors’ Rights

(including loan workouts,

restructurings and foreclosures)

Commercial Leasing

Zoning & Land Use

Real Estate Construction & Design

Entity Formation & Tax Structuring

Property Tax Litigation (including ad

valorem real estate assessment

appeals)

Real Property Litigation

Practice Areas Real Estate Real Estate Acquisition & Development Commercial Leasing Real Estate Finance Corporate & Tax General Corporate Advice Mergers & Acquisitions Entity Formation & Tax Structuring Automotive Automotive Corporate & Tax Automotive Real Estate & Finance Education University of Virginia, B.A., 1981, High Distinction

Phi Beta Kappa Duke University School of Law, J.D., 1984, High

Honors

Order of the Coif

Law and Contemporary Problems - Senior Editor

Bar Memberships American Bar Association

Business Section

Real Estate Section

Tax Section The Florida Bar

Real Property, Probate and Trust Law Section - Executive Council - Legislative Update Committee o Chair

Hillsborough County Bar Association

R. James Robbins, Jr. – Shareholder jim.robbins@hwhlaw.com 813.227.8404 Jim is one of the founding attorneys of Hill Ward Henderson, and serves as the firm's Managing Shareholder and President. Jim's practice primarily involves business and real estate transactions. Jim has experience in a wide range of sophisticated commercial business and real estate matters, including land acquisition and development, mergers and acquisitions, leasing and financing transactions. He also regularly acts as outside general counsel to a variety of clients. Jim has actively represented automobile dealerships, with a particular emphasis on dealership acquisitions and dispositions, as well as related real property transactions. Jim recently represented a NYSE dealership group in the acquisition of a portfolio of 32 dealership properties with a purchase price in excess of $200 million. Jim represents a number of significant owners of real estate, as well as national and local development entities in their real estate matters. Jim was the lead attorney on the sale of nearly 28,000 acres of real property located in Central Florida, one of the largest single land transfers in the state. He recently completed a sales transaction including more than 7,000 acres of citrus and related agricultural properties. Jim is active in leadership positions with several of Tampa's civic, charitable and social organizations. He has served on the Boards of Directors of The Florida Aquarium, The Tampa Bay History Center, Jesuit High School, The Academy of the Holy Names, and Positive Coaching Alliance, Tampa Bay. Jim is also a long-time youth baseball coach.

Professional Recognition A-V Preeminent Rated by Martindale-Hubbell

Best Lawyers in America (2006-2014)

Chambers USA: America's Leading Individual (2015) - Real Estate

Florida Trend’s Legal Elite

Florida Super Lawyers

Leadership Tampa - Graduate

Super Lawyers Business Edition (2011-2015)

R. James Robbins, Jr. – Shareholder jim.robbins@hwhlaw.com 813.227.8404 Honors & Recognitions

Community & Civic Affiliations University of Virginia Jefferson Scholarship Selection Committee - Chair, Tampa Region

Tampa Bay History Center - Chair - Board of Trustees

Tampa Bay History Center Foundation - Board of Trustees

Jesuit High School of Tampa - Board of Trustees

Jesuit High School Foundation

Positive Coaching Alliance – Tampa Bay - Board of Directors

Professional Associations

American College of Real Estate Lawyers (2014)

American Bar Foundation - Life Fellow

Publications & Presentations "Ethics: Stay Up To Date So You Don't Stay Up Late", The Florida Bar Real

Property, Probate and Trust Law Section Annual Legislative Update Program, July 2013.

"Recent Amendments to Article 9 of the UCC." Presenter, The Florida Bar Real Property, Probate and Trust Law Section Annual Legislative Update Program, July 2012.

"Ethics in an Evolving Real Estate Marketplace." Presenter, The Florida Bar Real Property, Probate and Trust Law Section Annual Legislative Update Program, July 2011.

Practice Areas Land Use Real Estate Acquisition & Development Real Estate Finance Land Use & Zoning Governmental Relations Education Wake Forest University, B.A., 1983, High

Honors University of Florida College of Law, J.D.,

1986, Honors

Published member of University of Florida Law Review

Bar Memberships American Bar Association The Florida Bar Hillsborough County Bar Association Honors & Recognitions

Morris C. Massey – Shareholder

morris.massey@hwhlaw.com 813.222.8504 Morris is a Shareholder in the firm's Land Use and Real Estate Groups. Prior to joining the firm in 2006, Morris served as the Senior Chief Assistant City Attorney for the City of Tampa for three years, and prior to that was part of the City Attorney's Office for five years. During his tenure, Morris gained extensive experience in the areas of land use, zoning, comprehensive planning, governmental permitting, subdivisions, governmental contracts, impact fees, sign issues, concurrency, Developments of Regional Impacts (DRIs), government related real estate transactions, regulatory issues, sunshine law, public records laws, sovereign immunity and similar issues affecting governmental entities. Prior to joining the City Attorney's Office, Morris was a shareholder at Carlton Fields, P.A., where he practiced for 11 years. At Carlton Fields, Morris was a member of the Real Estate and Environmental Department and represented private clients in connection with land use, rezoning and governmental permitting issues, DRIs, environmental issues, real estate financing, and real estate conveyances. Morris is a member of The Florida Bar, including the Local Government Law Section, the Environmental and Land Use Section and the Real Estate and Probate Law Section. He is also a member of the Hillsborough County Bar Association where he served as the Chairman of the Local Government Law Section in 2003. Currently, Morris serves on the Board of Directors of the Humane Society of Tampa Bay and on the Council of Advocates for the Library at Wake Forest University. Morris enjoys traveling, sporting events, and jogging in his spare time.

Court Admissions All Florida State Courts

Professional Recognition A-V Preeminent Rated by Martindale-

Hubbell

Best Lawyers in America (2013-2014)

Best Lawyers Business Edition (2013)

Florida Trend’s Legal Elite (2009, 2012, 2013)

Professional Associations

The Florida Bar

- Local Government Law Section - Environmental and Land Use Section - Real Estate and Probate Law Section

H I LL WARD HE N DERSO N

March 23 , 2016

ATTORNEY -CLIENT PRIVILEGED AND CONFIDENTIAL INFORMATION

Concord Station Community Development District 5844 Old Pasco Road, Suite 100 Wesley Chapel, Florida 33544

A T TORNEYS AT LAW

SENDER'S DIRECT DIAL: 813-227-8404

SENDER'S E-MAIL: Jim.Robbins@hwhlaw.com

Re: Engagement as counsel for Concord Station Community Development District (the "District") in the proposed purchase of Concord Station Club property located in Pasco County, Florida (the "Property") from Concord Station, LLP (the "Seller")

Dear Sir or Madam:

This letter will serve as a proposal for our fitm ' s engagement as counsel to the District in the proposed purchase of the Property from the Seller.

I have attached to this letter some information about our firm, as well as the lawyers listed below that would potentially be engaged on this matter. Of course, we are more than happy to meet with you in person and/or provide you with any additional information you may need about our firm and our qualifications.

We would propose to represent the District in connection with the proposed purchase based upon an hourly billing arrangement.

Below we are listing the names and current hourly rates of those that we believe will initially be involved with this matter.

R. James Robbins, Jr. Morris Massey Jill Bell

$420 $375 $220

Shareholder Shareholder Associate

We will also use legal assistants whose current hourly rates range from $175.00 to $185.00 per hour, whenever possible. I would note that our hourly rates are subject to adjustment on an annual basis, typically in January of each year.

Please also note that the District will be responsible for all of our out-of-pocket costs that we incur in the course of our representation. Such costs may include messenger services, filing fees and other out-of-pocket expenditures. We will provide you with detailed invoices for our work on a monthly basis, and we will require payment within thirty (30) days of your receipt of our statements.

37 0 0 BANK OF AMERICA PLAZA, 101 E KENNEDY BLVD, TAMPA, FL 33602 - 5195

TEL: 813-221-3900 FAX: 813-221-29 00 WWW. HWHLAW.COM

Concord Station Community Development District March 23, 2016 Page 2

The attached engagement terms are part of this letter. If the terms in this letter and the attached engagement terms are satisfactory to you, please so indicate by signing and returning to me the enclosed copy of this letter.

I would note in connection with our representation of the District in this matter, that we will need to obtain a joint conflict waiver letter executed by both the District and the Seller and its related party, Lennar Homes, LLC. Our firm is currently engaged by Lennar Homes, LLC and its affiliates ("Lennar") on various matters unrelated to the Property, the District or this transaction. We do not believe that our ongoing representation of Lennar on other matters will adversely affect our potential representation of the District in this matter, and, in fact, we have verbally confirmed with Lennar that it is agreeable to waiving any conflict that may potentially exist. In this regard, if we are retained by the District, we will undertake to prepare a joint conflict waiver letter to be executed by the District and Lennar that confirms that in this matter we are strictly representing the District, but that we will continue to represent Lennar in other unrelated matters. The District and Lennar will acknowledge in the joint conflict waiver letter that our ongoing representation of Lennar on other matters and the District in this matter, to the extent that any potential conflict may exist, have been waived by Lennar and the District. Of course, the joint conflict waiver letter will provide that in the event of any irreconcilable difference, litigation or similar dispute between the parties, our firm will not be able to represent either party related to any such dispute or litigation.

We appreciate the opportunity to represent the District in this matter and very much look forward to working with you on this matter.

Sincerely,

HILL, WARD & HENDERSON, P.A.

;:t: ~ R. James Robbins, Jr.

cc: Morris C. Massey

Accepted and agreed to as of this_ day of _____ , 2016.

CONCORD STATION COMMUNITY DEVELOPMENT DISTRICT

By: ___________________ __

Name: -----------------------

Title: -----------------------

"District"

Hill, Ward & Henderson, P.A.

Engagement Terms

We appreciate the opportunity to serve as your legal counsel for the matter described in our accompanying representation letter. These supplemental terms of engagement apply to all legal services that we provide on your behalf and summarize our billing practices and administratiye procedures.

Unless otherwise specified in the representation letter, we will render monthly invoices throughout our representation, and our invoices are due within thirty days. Our invoices typically contain a brief description of the work performed, the individual performing the work, the time required to perform the work, and itemize the costs incurred. In the event the State of Florida should enact a tax on legal services, the required tax will be added to our invoice.

If we have received an advance fee deposit from you, we will apply the fee deposit to the last monthly invoice for the matter. If the fee deposit exceeds the amount of our final bill, we will refund the excess to you. We reserve the right to apply any advance fee to interim invoices and, if we do, you agree to promptly replenish the advance fee at our request.

Except in contingent or fixed-fee representations, our fees normally will be based on the hourly billing rates for the lawyers and paralegals performing the services. We record billable work performed in increments of one-tenth of an hour and periodically adjust the hourly billing rates of our lawyers and paralegals to recognize advancement in their knowledge or experience, and to reflect increases in the cost associated with the performance of legal services.

Our invoices may include cost advances that we have made on your behalf and charges for internal services. Cost advances include such items as travel expenses, courier services, service of process fees, photocopy charges by third parties, filing fees, recording fees, lien and judgment searches, expert witnesses, court reporter services, corporate record books, and registration fees charged by governmental authorities. Such costs advanced on your behalf will be billed to you without any mark-up for our administrative cost to process and pay the invoices. While traveling on client business, the firm charges for travel time at standard hourly rates and will charge all costs advanced for airline, hotel, rental cars, meals, etc. at cost to your account. We may request a cost deposit when we expect to incur substantial costs on your behalf.

Internal services typically include such items as postage, photocopies, fax transmissions, computer research expense, mileage incurred by internal messengers, and other costs necessitated by the representation. The charge made for these internal services may be based on customary market rates, or by pro-rata allocation of consolidated billing statements from vendors, or on a subjective unit-cost basis for ease of administration, which may not be indicative of actual cost.

You are responsible for all advance costs and internal service charges incurred by the firm in connection with your representation.

You acknowledge that we have made no guarantees as to the outcome of the matter for which we have been retained, and you understand that any expressions relative to the outcome or other issues are merely our opinions and professional judgment.

Should any dispute arise concerning our services provided to you or our statements, the dispute will be settled by arbitration. The arbitration shall be heard in Tampa, Florida by a panel of three arbitrators, all of whom must be practicing attorneys in that state, with one arbitrator to be selected by each party and the third to be chosen by the two arbitrators selected by the parties. The arbitration shall be conducted according to the procedures of The Florida Bar. The arbitrators may establish the rules for the conduct of the arbitration that they choose, except that there shall be no discovery and any proceedings conducted shall be private and confidential and not be disclosed to the public by either the arbitrators or the parties to the arbitration. The award of the arbitrators must be a majority vote, shall be final, and judgment may be entered thereon in any court. Each party shall bear its own costs of the arbitration and shall pay one-half of the costs of the proceeding, except that the panel may assess actual fees and costs. Each party consents to exclusive jurisdiction and venue in Tampa, Florida for purposes of arbitration and court proceedings. This arbitration provision shall be supplemental to our rights to charging and retaining liens, and shall not modify or supersede those rights.

You may terminate our agreement for any reason at any time on written notice to us; however, in a litigation matter, our termination will not be effective until the court approves our withdrawal. Termination of our services will not affect your responsibility to pay for legal services rendered and all expenses required of us to facilitate an orderly transition of matters in process at the time of termination. We may terminate our representation of you for any reason on 10 days written notice to you. In litigation matters, our termination will be effective on the court's approval of our withdrawal. On the completion of the matter to which this representation applies, or on earlier termination of our relationship, the attorney-client relationship will end unless you and we expressly agree to continue the relationship with respect to other matters.

We will provide services of a strictly legal nature. You will provide us with the factual information and materials that we need to perform the services identified in the engagement letter, and will make the business and technical decisions and determinations that you consider appropriate. You will not rely on us for business, investment, accounting, or other non-legal decisions.

Regarding the ethics of our profession that will govern our representation, several points deserve emphasis. As a matter of professional responsibility, we must preserve the confidences and secrets of our clients. This professional responsibility and the legal privilege for attorney-client communications exist to encourage candid and complete communication between a client and his lawyer. We can perform truly beneficial services for you only if we are aware of all infmmation that might be relevant to our representation. Consequently, we trust that our attorney-client relationship with you will be based on mutual confidence and unrestrained communication that will facilitate our proper representation of you. You should also be aware that in instances in which we represent a corporation or similar legal entity, our client relationship is with the entity and not with its individual executives, shareholders, directors, partners, or persons in similar positions. In those cases, our professional responsibilities are owed to the entity unless we expressly agree otherwise.

During the course of our representation, you may provide us with original documents. We will maintain your original documents in our files until our representation ends. At that time, you may ask us to return specific original documents to you. After receiving payment for any outstanding fees and costs, those documents will be returned to you within a reasonable time. We will retain any remaining documents in our files for a limited period of time and ultimately retain or destroy them in our discretion without further notice to you.

Your agreement to this engagement constitutes your acceptance of the foregoing terms and conditions. If any of them is unacceptable to you, please advise us now, so that we can resolve any differences and proceed with a clear, complete, and consistent understanding of our relationship.