FRONTERRA COMMUNITY DEVELOPMENT DISTRICT
Suite 100, 707 Orchid Drive
 	Naples, FL 34102#	

March 22, 2017

Board of Supervisors
Fronterra Community Development District Dear Board Members:
The Regular Meeting and Budget Public Hearing of the Board of Supervisors of the Fronterra Community Development District will be held on March 22, 2017 at 1:30 p.m., at the Barron Collier Companies offices, 2600 Golden Gate Parkway, Naples, Florida 34105. The Regular Board Meeting agenda is as follows:

Call to Order/Roll Call
Public Comment Period

GENERAL DISTRICT ITEMS

None to be considered at this time

ADMINISTRATIVE MATTERS

Consideration of February 16, 2017 Regular Meeting Minutes	Exhibit 1

ORGANIZATIONAL MATTERS

None to be considered at this time

CONSTRUCTION RELATED MATTERS

Consideration of Resolution 2017 – 34, Designation of Purchasing Agent Exhibit 2

Consideration of Cost Share Agreement
RE: Construction of Private Infrastructure	Exhibit 3

Consideration of Assignment of Construction Agreements

Earth Tech Enterprises, Inc.	Exhibit   4

Jensen Underground Utilities, Inc.	Exhibit  5

Board of Supervisors
Fronterra Community Development District March 22, 2017, Meeting Agenda
Page 2

CONSTRUCTION RELATED MATTERS, cont.

Consideration of Access Easement Agreement	Exhibit 6

BUDGETARY MATTERS

Consideration of February, 2017 Financial Statements	Exhibit 7

FINANCING MATTERS

9.	Consideration of First Supplemental Engineer’s Report	Exhibit	8	
10.	Consideration of First Supplemental Assessment Methodology	Exhibit	9	
11.	Consideration of Resolution 2017-35, Supplemental Assessment Resolution	
Exhibit	
10	

OTHER MATTERS

Staff Reports

District Manager

District Counsel

District Engineer

Board Member Comments/Requests

Public Comments

Adjournment

EXHIBIT 1

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT
Suite 100, 707 Orchid Drive
 	Naples, FL 34102#	
4
5
6	MINUTES OF MEETING
7
Board of Supervisors Meeting
Thursday, February 16, 2017, 9:06 a.m.
2600 Golden Gate Parkway
Naples, FL 34105
12
13	Present and constituting a quorum were:
14
David Genson	Board Member
Brian Goguen	Board Member
Jaime Lopez	Board Member 18
19	Absent was:
20
John English	Board Member
Mike Levak	Board Member 23
24	Also present were:
25
Russ Weyer	District Manager, Real Estate Econometrics, Inc.
Jeff Sonalia	Barron Collier Companies 28
29	On the phone were:
30
Lindsay Whelan	District Counsel, Hopping Green & Sams, P.A.
David Robson	District Engineer, Johnson Engineering
Rhonda Mossing	MBS Capital
Maggie Chavez	U.S. Bank
Cynthia Wilhelm	Nabors, Giblin & Nickerson, P.A. 36
37	FIRST ORDER OF BUSINESS	Call to Order and Roll Call
38
1.	Mr. Weyer called the meeting to order and proceeded with the roll call. The members in
attendance are as outlined above. 41
42

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1	SECOND ORDER OF BUSINESS	Public Comments
2
2.	Mr. Weyer noted that the Florida Statutes require that there be an opportunity for Public
Comment.
5
6	There were no public comments 7
8	THIRD ORDER OF BUSINESS	General District Items
9
10	There were no general District items to be considered. 11
12
13	FOURTH ORDER OF BUSINESS	Administrative Matters
14
15	3.	Consideration of the January 11, 2017 General Meeting Minutes.
16

On MOTION by Mr. Genson and seconded by Mr. Goguen with all in favor, the Board of Supervisors of the Fronterra Community Development District approved the minutes of the January 11, 2017 Fronterra Community Development District General Meeting.

17	There was no Board Discussion. 18
19
20
21
22
23
24	FIFTH ORDER OF BUSINESS	Organizational Matters
25
26	There were no organizational matters to be considered. 27
28
29	SIXTH ORDER OF BUSINESS	Budgetary Matters
30
31	4.	Consideration of the January 2017 Financial Statements.
32
Mr. Weyer presented the District financial statements through January 31, 2017. He noted
that the system is working well with Mr. Levak. He also reiterated that once bonds are
issued, they will also appear in the financial statements along with statements from US
Bank.

On MOTION by Mr. Goguen and seconded by Mr. Lopez, with all in favor, the Board of Supervisors of the Fronterra Community Development District accepted the District financial statements through January 31, 2017.

37
38
39
40
41
42

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1	SEVENTH ORDER OF BUSINESS	Financing Matters
2
3	5.	Consideration of Resolution 2017-33 – Delegated Award Resolution:
4
Mr. Weyer read the Resolution into the record.
Mr. Weyer then turned to Cynthia Wilhelm for an explanation of the resolution to the
Board. The resolution delegates to the Board Chairman or Vice Chairman to deliver a
Bond Purchase Agreement to the Bond Underwriter, which is MBS Capital Markets, and
for the Underwriter to purchase the bonds so long as the offer contained in the Bond
Purchase Agreement is within the parameters contained in the attached appendix to the
Resolution.
12
She went on to explain that the Board is being asked to approve the form of certain
documents, which are necessary for the Underwriter to market the bonds including the
Master Trust Indenture and the First Supplemental Trust Indenture, the limited Offering
Memorandum and the Continuing Disclosure Agreement. 17

On MOTION by Mr. Lopez and seconded by Mr. Genson, with all in favor, the Board of Supervisors of the Fronterra Community Development District accepted Resolution 2017-33 – the Delegated Award Resolution.

18	Ms. Wilhelm then went through each of the documents individually. 19
20
21
22
23
24
25	EIGHTH ORDER OF BUSINESS	Other Business
26
27	Other Business
28
29	There was no other business to report. 30
31	NINTH ORDER OF BUSINESS	Staff Reports
32
33	6.	Staff Reports
34
35	A.	Manager’s Report –
36
The next meeting with be on Wednesday, March 22nd at 1:30 p.m. It will also be
a bond pre-closing meeting. 39
The  Bond  Validation  was  held  on  Monday,  February  13th..	He will let Ms.
Whelan report on that milestone. 42
Mr. Weyer sent back the bond capital improvement program numbers to Mr.
Robson. Mr. Robson acknowledged receipt. 45
46	Mr. Weyer had nothing else to report.

3

1
2	B.	Attorney’s Report –
3
Ms. Whelan said that the bond validation hearing took place this past Monday and
that the District received a final judgment validating the bonds and the
assessments from the judge and now we are in the 30-day appeal process. 7
8	Ms. Whelan had nothing further to report. 9
10	C.	Interim Engineer’s Report –
11
Mr. Dobson said that he is working on the supplemental engineer’s report. Mr.
Dobson had nothing further to report. 14
15
16	NINTH ORDER OF BUSINESS	Supervisors’ Requests
17
Mr. Genson thanked the staff for all their hard work in getting the bonds and assessments
validated.
20
Mr. Goguen asked Ms. Mossing where Mr. Mulshine stood with regard to marketing the
bonds. Ms. Mossing replied that she didn’t have an update. 23	.
24
25	TENTH ORDER OF BUSINES	Public Comments
26
27	There were no public comments. 28
29
30	ELEVENTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Genson and seconded by Mr. Lopez, with all in favor, the meeting of the Board of Supervisors of the Fronterra Community Development District was adjourned.

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32
33
34
35
36
37
38	 		 	
39	Secretary/Assistant Secretary	Chairperson/Vice-Chairperson 40
41
42
43	 		 	
44	Print Name	Print Name
45

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EXHIBIT 2

RESOLUTION 2017-34

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING AN INDIVIDUAL DESIGNATED BY THE BOARD OF SUPERVISORS TO ACT AS THE DISTRICT’S PURCHASING AGENT FOR THE PURPOSE OF PROCURING, ACCEPTING, AND MAINTAINING ANY AND ALL CONSTRUCTION MATERIALS NECESSARY FOR THE CONSTRUCTION, INSTALLATION, MAINTENANCE OR COMPLETION OF THE DISTRICT’S INFRASTRUCTURE IMPROVEMENTS AS PROVIDED IN THE DISTRICT’S ADOPTED IMPROVEMENT PLAN; PROVIDING FOR THE APPROVAL OF A WORK AUTHORIZATION; PROVIDING FOR PROCEDURAL REQUIREMENTS FOR THE PURCHASE OF MATERIALS; APPROVING THE FORM OF A PURCHASE REQUISITION REQUEST; APPROVING THE FORM OF A PURCHASE ORDER; APPROVING THE FORM OF A CERTIFICATE OF ENTITLEMENT; AUTHORIZING THE PURCHASE OF INSURANCE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Fronterra Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes; and

WHEREAS, Chapter 190, Florida Statutes, authorizes the District to construct, install, operate and/or maintain systems and facilities for certain basic infrastructure; and

WHEREAS, the District Board of Supervisors (the “Board”), upon recommendation of the District Engineer, has adopted an improvement plan for the construction and installation of certain infrastructure improvements within the District (the “Improvements”); and

WHEREAS, the District has or will enter into various construction contracts for the construction and installation of the Improvements (the “Construction Contracts”); and

WHEREAS, the Construction Contracts allow, or will be amended to allow, for the direct purchase by the District of certain construction materials necessary for those contracts; and

WHEREAS, the District has determined that such direct purchase of construction materials will provide a significant construction cost reduction that is in the best interest of the District; and

WHEREAS, the District desires to have a District representative who is familiar with the project and who is knowledgeable in the area of procuring and handling construction materials act as its representative.
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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The District Engineer, the District Manager or another individual as shall be appointed by the Board (hereinafter, the “Purchasing Agent”) shall have the full authority of the District to issue purchase orders or enter into purchase agreements on behalf of the District at such times and intervals as it determines necessary for the timely receipt of construction materials required by the Contractor for the prosecution of the construction project.

SECTION 2. The Purchasing Agent shall purchase on behalf of the District only those materials identified in the Construction Contracts and in amounts not to exceed the cost amount contained therein and as included in the Construction Contracts.

SECTION 3. The Purchasing Agent shall be authorized to purchase on behalf of the District any additional construction materials that are identified in a schedule of values associated with any change order(s) to the Construction Contracts or that of any subcontractor to the Contractor which is approved by the District.

SECTION 4. Should the District Engineer act as the Purchasing Agent for any given Construction Contract, a work authorization of the District Engineer, a form of which is attached hereto as Exhibit A, is hereby approved and/or ratified, and the District Engineer shall be paid such reasonable fees, costs and expenses, related to its actions as the District’s Purchasing Agent as provided for in the District Engineer’s agreement with the District.

SECTION 5. The Purchasing Agent is further authorized to take any  other administrative actions that are consistent with his/her duties as the District’s Purchasing Agent, including but not limited to, negotiating for lower prices on materials from other suppliers, arranging for the storage, delivery, and protection of purchased materials, and sending and receiving notices and releases as are required by law.

SECTION 6. The District Manager is hereby directed to purchase Builders All Risk Insurance on behalf of the District and with the District as the named insured in such amounts as are necessary to cover the estimated costs of the construction materials pursuant to the Construction Contract.

SECTION 7. The procurement procedures and its exhibits, attached hereto as  Composite Exhibit B and incorporated herein by reference, are hereby approved and/or ratified, and shall be used by the Purchasing Agent for the purchase of construction materials on behalf of the District.

SECTION 8. The actions of current and prior members of the Board and District staff in effectuating the District’s direct purchase of materials relative to the Construction Contracts, including but not limited to the execution of any documents related therewith, are hereby

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determined to be in accordance with the prior authorizations of the District’s Chairman and/or the Board, and are hereby ratified, approved and confirmed all respects.

SECTION 9. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 10. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 22nd day of March, 2017.

ATTEST:	FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

By: 		By: 	
Secretary/Assistant Secretary	Chairman / Vice Chairman

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EXHIBIT A

Work Authorization
 	, 2017

Board of Supervisors
Fronterra Community Development District 707 Orchid Drive, Suite 100
Naples, Florida 34102

Subject: Work Authorization Number  	
Fronterra Community Development District

Dear Chairman, Board of Supervisors:

Johnson Engineering, Inc. (“Engineer”) is pleased to submit this work authorization to provide engineering services for the Fronterra Community Development District. We will provide these services pursuant to our current agreement dated 	, 	(the “Engineering Agreement”) as follows:

Scope of Work
The Engineer will act as Purchasing Agent for the District with respect to the direct purchase of construction materials for the District’s Improvements in accordance with the procurement procedures adopted by the Board of Supervisors.

Compensation
The Engineer will be compensated for this work at the hourly rates established pursuant to the Engineering Agreement.

Other Direct Costs
Other direct costs include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Engineering Agreement.

This work authorization, together with the Engineering Agreement, represents the entire understanding between the District and the Engineer with regard to the referenced services and supersedes any previously executed proposal or agreement related to the provision of such services. If you wish to accept this work authorization, please sign where indicated and return to our office. Thank you for the opportunity to be of service.

APPROVED AND ACCEPTED

By:	 Authorized Representative of
Fronterra CDD
Date:  	

Sincerely,

By:	 Johnson Engineering, Inc.

COMPOSITE EXHIBIT B

PROCUREMENT PROCEDURES FOR OWNER PURCHASED MATERIAL

Purchase Requisition Request Forms. At least  ten (10) calendar days prior to CONTRACTOR ordering construction materials, CONTRACTOR shall prepare and forward to OWNER a separate Purchasing Requisition Request Form for each supplier in the form attached hereto as Attachment 1, specifically identifying the construction materials which CONTRACTOR plans to order from each supplier so that OWNER may, in its sole discretion, elect to purchase directly such construction materials.

Purchase Orders. After receipt of the Purchasing Requisition Request Form, the OWNER shall prepare Purchase Orders in the form attached hereto as Attachment 2, for construction materials which the OWNER wishes to purchase directly. Purchase Orders shall require that the supplier provide required shipping and handling insurance. Purchase Orders shall also require the delivery of the Owner Purchased Materials on the delivery dates provided by the CONTRACTOR in the Purchasing Requisition Request Form. Pursuant to the Purchase Order, the supplier will provide the CONTRACTOR the required quantities of construction material at the price established in the supplier’s quote less any associated sales tax.

Certificate of Entitlement. The OWNER shall execute a separate Certificate of Entitlement for each Purchase Order in the form attached hereto as Attachment 3, and furnish a copy of same to the supplier and to the CONTRACTOR in accordance with Section 4. Each Certificate of Entitlement must have attached thereto the corresponding Purchase Order.

Each Certificate of Entitlement shall acknowledge that if the Department of Revenue determines the purchase is not a tax exempt purchase by a governmental entity, then the governmental entity will be responsible for any tax, penalties and interest determined to be due.

Each Certificate of Entitlement shall affirm that: (1) the attached Purchase Order is being issued directly to the vendor supplying the tangible personal property the CONTRACTOR will use in the identified public works; (2) the vendor’s invoice will be issued directly to the governmental entity; (3) payment of the vendor’s invoice will be made directly by the governmental entity to the vendor from public funds; (4) the governmental entity will take title to the tangible  personal property from the vendor at the time of purchase or of delivery by the vendor; and (5) the

governmental entity assumes the risk of damage or loss at the time of purchase or delivery by the vendor.

Transmission of Certificate of Entitlement and Attached Purchase Order. At least two (2) calendar days prior to CONTRACTOR placing OWNER’S order for the construction materials, OWNER shall forward each Certificate of Entitlement, together with the attached Purchase Order,  to CONTRACTOR and to supplier. Promptly upon receipt of the Owner Purchased Materials specified in each Purchase Order, CONTRACTOR shall verify the purchase of the Owner Purchased Materials in accordance with the terms of the Purchase Order and in a manner to assure timely delivery of the Owner Purchased Materials.

Notice of Reduction in Contract Price. On or about the last business day of each month, OWNER shall deliver to the CONTRACTOR a Notice of Reduction in Contract Price (hereinafter “Notice”). Each Notice shall list all Owner Purchased Materials for the respective month and the total price for all such construction materials, plus all sales taxes which would have been associated with such construction materials had the CONTRACTOR purchased the construction materials. Each Notice may also include the total price and sales tax (had CONTRACTOR purchased) for any previously purchased Owner Purchased Materials which for any reason were not previously deducted from the contract price. The contract price will be reduced automatically and as a ministerial task by the amount set forth in each Notice. Each Notice will also reflect the amended contract balance reflecting the deductions taken in said Notice.

The intent of this provision is to cause the contract price to be reduced automatically by the amount OWNER pays for Owner Purchased Materials plus the amount of applicable sales tax that would have been paid for such construction materials, had the CONTRACTOR or any other non- tax exempt entity purchased the construction materials. All savings of sales taxes  shall  accrue solely to the benefit of OWNER, and CONTRACTOR shall not benefit whatsoever from savings of any such taxes.

Payment for Owner Purchased Materials. In order to arrange for the prompt payment to suppliers, the CONTRACTOR shall provide to the OWNER a list indicating on behalf of the owner of the Owner Purchased Materials within fifteen (15) calendar days of receipt of said Owner Purchased Materials. The list shall include a copy of the applicable Purchase Orders, invoices, delivery tickets, written acceptance of the delivered items, and such other documentation as may be reasonably required by the OWNER. Upon receipt of the appropriate documentation, the OWNER shall prepare a check drawn to the supplier based upon the receipt of data provided. OWNER will

make payment to each supplier. The CONTRACTOR agrees to assist the OWNER to immediately obtain appropriate partial or final release of waivers.

OWNER shall be responsible for the full payment of all valid and due invoices for Owner Purchased Materials and shall not be entitled to retain the standard ten (10%) percent amount of the progress payment due to the CONTRACTOR as is otherwise provided  for in the contract documents.

CONTRACTOR shall affirm that the vendor supplying the Owner Purchased Materials is not also the installer of the Owner Purchased Materials. CONTRACTOR shall further affirm that the installer of the Owner Purchased Materials did not manufacture, fabricate or furnish the Owner Purchased Materials.

CONTRACTOR Responsibilities. CONTRACTOR shall be fully responsible for all matters relating to ordering, storing, protecting, receipt, and handling for all construction materials including Owner Purchased Materials, in accordance with these procedures including, but not limited to, verifying correct quantities, verifying documents of orders in a timely manner, coordinating purchases, providing and obtaining all warranties and guarantees required by the contract documents, inspection and acceptance on behalf of the owner of the construction materials at the time of delivery, and loss or damage to the construction materials following acceptance of construction materials, due to the negligence of the CONTRACTOR. CONTRACTOR shall serve as bailee with respect to such Owner Purchased Materials. The CONTRACTOR shall coordinate delivery schedules, sequence of delivery, loading orientation, and other arrangements normally required by the CONTRACTOR for the construction materials furnished including Owner Purchased Materials. The CONTRACTOR shall provide all services required for the unloading, handling and storage of construction materials through installation including Owner Purchased Materials. The CONTRACTOR agrees to indemnify and hold harmless the OWNER from any and all claims of whatever nature resulting from non-payment for Owner Purchased Materials arising from CONTRACTOR actions.

Inspection and Documentation. As Owner Purchased Materials are delivered to the job site, CONTRACTOR shall visually inspect all shipments from the suppliers, and approve the vendor’s invoice for construction materials delivered. The CONTRACTOR shall assure that each delivery of Owner Purchased Material is accompanied by documentation adequate to identify the Purchase Order against which the purchase is made. This documentation may consist of a delivery ticket and an invoice from the supplier conforming to the Purchase Order together with such

additional information as the OWNER may require. All invoices for Owner Purchase Materials shall include the Owner’s consumer certificate of exemption number. The CONTRACTOR will then forward all such invoices to the OWNER. On or about the 15th and last day of each month (or the next succeeding business day), CONTRACTOR shall review all invoices submitted by all suppliers of Owner Purchased Materials delivered to the Project site(s) during that month and either concur or object to the OWNER’s issuance of payment to the suppliers, based upon CONTRACTOR’s records of Owner Purchased Materials delivered to the site and whether any defects or non-conformities exist in such Owner Purchased Materials.

Warranties, Guarantees, Repairs and Maintenance. The CONTRACTOR shall be responsible for obtaining and managing on behalf of the Owner all warranties and guarantees for all construction materials as required by the contract documents and shall fully warrant all construction materials including all Owner Purchased Materials. OWNER’s purchase of various construction materials shall not in any manner impact or reduce CONTRACTOR’s duty to warrant said construction materials. The OWNER may forward all repair, maintenance, non-conforming construction materials calls, or any other issues relating to the construction materials to the CONTRACTOR for resolution with the appropriate supplier, vendor, or subcontractor. The CONTRACTOR shall resolve all such calls or issues.

Records and Accountings. The CONTRACTOR shall maintain records of all Owner Purchased Materials it incorporates into the work from the stock of Owner Purchased Materials in its possession as bailee. The CONTRACTOR shall account monthly to the OWNER for any Owner Purchased Materials delivered into the CONTRACTOR’s possession, indicating portions of all such construction materials which have been incorporated into the work.

Defective or Non-conforming Construction Materials. The CONTRACTOR shall ensure that Owner Purchased Materials conform to specifications, and determine prior to incorporation into the work if such construction materials are defective or non-conforming, whether such construction materials are identical to the construction materials ordered, and match the description on the bill of lading. If the CONTRACTOR discovers defective or non-conforming Owner Purchased Material upon such visual inspection, the CONTRACTOR shall not utilize such non-conforming or defective construction materials in the work and instead shall promptly notify the OWNER of the defective or non-conforming conditions so repair or replacement of such construction materials can occur without any undue delay or interruption to the Project. If the CONTRACTOR fails to adequately and properly perform such inspection or otherwise incorporates into the Project defective or non-conforming Owner Purchased Materials, the

condition of which it either knew or should have known by performance of an inspection, CONTRACTOR shall be responsible for all damages to OWNER resulting from  CONTRACTOR’s incorporation of such construction materials into the Project, including liquidated or delay damages.

Title. Notwithstanding the transfer of Owner Purchased Materials by the OWNER to the CONTRACTOR’s possession as bailee for the OWNER, the OWNER shall retain legal and equitable title to any and all Owner Purchased Materials.

Insurance and Risk of Loss. The OWNER shall purchase and maintain Builder’s Risk Insurance sufficient to protect against any loss or damage to Owner Purchased Materials. Owner shall be the named insured and such insurance shall cover the full value of any Owner Purchased Materials not yet incorporated into the Project during the period between the time the OWNER first takes title to any such Owner Purchased Materials and the time when the last of such Owner Purchased Materials is incorporated into the Project or consumed in the process of completing the Project.

No Damages for Delay. The OWNER shall in no way be liable for, and CONTRACTOR waives all claims for, any damages relating to or caused by alleged interruption or delay due to ordering or arrival of Owner Purchased Materials, defects, or other problems  of any nature with such construction materials, late payment for such construction materials, or any other circumstance associated with Owner Purchased Materials, regardless of whether OWNER’s conduct caused, in whole or in part, such alleged damages. The foregoing waiver by CONTRACTOR includes damages for acceleration and inefficiencies. CONTRACTOR accepts from OWNER as further and specific consideration for the foregoing waivers, OWNER's undertaking to pay for and finance all Owner Purchased Materials.

Attachment 1

PURCHASE REQUISITION REQUEST FORM

Contact Person for the material supplier.
NAME:	 ADDRESS:	 TELEPHONE NUMBER:  		
Manufacturer or brand, model or specification number of the item.

Quantity needed as estimated by CONTRACTOR.  	
The price quoted by the supplier for the construction materials identified above.
$ 	
The sales tax associated with the price quote. $ 	
Shipping and handling insurance cost. $ 	
Delivery dates as established by CONTRACTOR.  	

OWNER:	Fronterra Community Development District

Authorized Signature (Title)	Date

CONTRACTOR:  	

Authorized Signature (Title)	Date

Attachment 2

PURCHASE ORDER

SEE	ATTACHED		PURCHASE	REQUISITION	REQUEST	FORM DATED 	, 20 .

Fronterra Community Development District State of Florida sales tax exemption certificate number: (Currently Applied For)

Fronterra Community Development District is the Purchaser of the construction materials purchased pursuant to this Purchase Order. Supplier shall provide for the required shipping and handling insurance cost for delivery of the construction materials by the delivery date specified in this Purchase Order.

OWNER: Fronterra Community Development District

Authorized Signature (Title)	Date

CONTRACTOR:  	

Authorized Signature (Title)	Date

Attachment 3

CERTIFICATE OF ENTITLEMENT

The undersigned authorized representative of Fronterra Community Development District (hereinafter  “Governmental  Entity”),  Florida  Consumer’s  Certificate  of  Exemption  Number
 	, affirms that the tangible personal property purchased pursuant to

Purchase  Order Number   	

from   	

(Vendor) on or

after 	, 20     (date) will be incorporated into or become a part of a public facility
as  part  of  a  public  works  contract  pursuant  to  Contract  # 	with
 	 (Name of Contractor) for the construction of 		.

The Governmental Entity affirms that the purchase of the tangible personal property contained in the attached Purchase Order meets the following exemption requirements contained in Section 212.08(6), F.S., and Rule 12A-1.094, F.A.C.:

You must initial each of the following requirements.

 	  1. The attached Purchase Order is issued directly to the vendor supplying the tangible personal property the Contractor will use in the identified public works.

 	 2. The vendor’s invoice will be issued directly to Governmental Entity.

 	 3. Payment of the vendor’s invoice will be made directly by Governmental Entity to the vendor from public funds.

 	 4. Governmental Entity will take title to the tangible personal property from the vendor at the time of purchase or of delivery by the vendor.

          5. Governmental Entity assumes the risk of damage or loss at the time of purchase or delivery by the vendor.

The Governmental Entity affirms that if the tangible personal property identified in the attached Purchase Order does not qualify for the exemption provided in Section 212.08(6), F.S., and Rule 12A-1.094, F.A.C., the Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal property purchased. If the Florida Department of Revenue determines that the tangible personal property purchased tax-exempt by issuing this Certificate does not qualify for the exemption, the Governmental Entity will be liable for any tax, penalty, and interest determined to be due.

I understand that if I fraudulently issue this certificate to evade the payment of sales tax I will be liable for payment of the sales tax plus a penalty of 200% of the tax and may be subject to

conviction of a third degree felony. Under the penalties of perjury, I declare that I have read the foregoing Certificate of Entitlement and the facts stated in it are true.

Signature of Authorized Representative	Title
of Governmental Entity

Fronterra Community Development District	 		 Purchaser’s Name		Date

Federal Employer Identification Number:	81-4200722 Telephone Number: (239) 269-1341

You must attach a copy of the Purchase Order to this Certificate of Entitlement. Do not send to the Florida Department of Revenue. This Certificate of Entitlement must be retained in the Vendor’s and the Contractor’s books and records.

EXHIBIT 3

CONSTRUCTION FUNDING AGREEMENT BETWEEN FRONTERRA COMMUNITY DEVELOPMENT DISTRICT AND CCC FRONTERRA, LLC

THIS AGREEMENT (the “Agreement”) is made and entered into this 22nd day of March, 2017, by and between:

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Collier County, Florida (hereinafter the “District”); and

CCC FRONTERRA, LLC, a Florida limited liability company and the owner of certain of the lands in the District with a mailing address of 135 San Lorenzo Avenue, Suite 740, Coral Gables, Florida 33146 (the “Developer”).

RECITALS

WHEREAS, the District was established by an ordinance adopted by the County Commission of Collier County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements (the “Improvements”); and

WHEREAS, the Developer is the developer of certain land located within the boundaries of the District (hereinafter the “Development”) upon which the District’s Improvements have been or will be made; and

WHEREAS, the Developer has solicited competitive bids and awarded certain contracts relative to the construction of the infrastructure serving the Development, which contracts are as listed in the attached Exhibit A and which contracts have or will be assigned to the District (hereinafter, the “Construction Contracts”); and

WHEREAS, a portion of the services identified in the Construction Contracts do not relate to the construction of the Improvements (hereinafter the “Public Tasks”) and instead relate to the construction of private infrastructure within the District (hereinafter, the “Private Tasks”); and

WHEREAS, the scope of the Public Tasks are as more specifically set forth in that certain First Supplemental Engineer’s Report- 2017 Project, dated March 3, 2017; and

WHEREAS, due to efficiencies and other benefits, the District’s Board of Supervisors (the “Board”) has determined that it is in the best interests of the District, the Developer, and the Development for the District to oversee the entirety of the work contemplated in the Construction Contracts and to have the Developer reimburse the District for the portion of the Construction Contracts relating to the Private Tasks; and

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WHEREAS, the Developer and the District accordingly desire to enter into this Agreement to set forth the Parties’ rights, duties and obligations relative to the assignment of the Construction Contracts and the payment of the Private Tasks by the Developer.

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

Incorporation of Recitals. The recitals stated above are true and correct and by this reference are incorporated herein as a material part of this Agreement.

Funding of Private Tasks. Developer agrees to make  available  to  the  District such monies as are necessary to enable the District to remit payment for the Private Tasks as set forth in Exhibit A. Such amounts shall be due within fifteen (15) days of the request by the District for the payment of same. The funds shall be placed in the District’s construction account with such depository as determined by the District. Should additional Private Tasks be required that are not within the current scope of the Construction Contracts, the District shall be required to obtain the Developer’s written consent prior to the authorization of any such additional tasks. The costs associated from the additional Private Tasks, if any, shall be paid by the Developer as set forth herein to the same extent as if such tasks were originally included within the scope of the Construction Contracts.

Default. A default by either party to this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages, injunctive relief and/or specific performance, but shall exclude, in any event, consequential, incidental, special or punitive damages.

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

Agreement. This Agreement shall constitute the final and complete expression of the agreement between the parties relating to the specific subject matter of this Agreement.

Amendments. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both of the parties hereto.

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

2

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

If to the Developer: CCC Fronterra, LLC
135 San Lorenzo Avenue, Suite 740 Coral Gables, Florida 33146
Attn: Hal Eisenacher

If to District:	Fronterra Community Development District
707 Orchid Drive, Suite 100
Naples, Florida 34102 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300 Post Office Box 6526
Tallahassee, Florida 32314 Attn: Jonathan T. Johnson

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

Third Party Beneficiaries. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person  or corporation  other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the  parties hereto and their respective representatives, successors and assigns.

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

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

3

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

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

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

IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

Attest:	FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

CCC FRONTERRA, LLC, a Florida
limited liability company

Witness	Jim Carr, Manager

Exhibit A:	List of the Construction Contracts

4

Exhibit A

List of Construction Contracts

Contractor	Services Provided	Agreement Date	Agreement Amount	
Earth Tech Enterprises	Earthwork and Paving-
Phase 1 and Commercial	2/1/2017	$475,684.95	
Jensen Underground Utilities	Drainage, Potable Water,
Sanitary Sewer and Irrigation	2/1/2017	$1,624,800.40	

5

EXHIBIT 4

DEVELOPER’S AFFIDAVIT AND AGREEMENT REGARDING ASSIGNMENT OF CONTRACT

STATE OF FLORIDA COUNTY OF  	

BEFORE ME, the undersigned, personally appeared Jim Carr, Manager of CCC Fronterra LLC (“Developer”), who, after being first duly sworn, deposes and says:

I, Jim Carr, serve Manager for the Developer and am authorized to make this affidavit on its behalf. I make this affidavit pursuant to Section Three (3) of the Agreement  Regarding Acquisition of Certain Work Product, Infrastructure, and Real Property, By and Between the Fronterra Community Development District and CCC Fronterra, LLC, dated as of March 24, 2017 (“Acquisition Agreement”), and in order to induce the Fronterra Community Development District (“District”) to accept an assignment of the Improvement Agreement (defined below).

The agreement (“Improvement Agreement”) between Developer and Earth Tech Enterprises, Inc. (“Contractor”), dated February 1, 2017, including all change orders approved to date, and attached hereto as Exhibit A,    X     was competitively bid prior   to its execution or is below the applicable bid thresholds and was not required to be competitively prior to its execution.

Developer, in consideration for the District’s acceptance of an assignment of the Improvement Agreement agrees to indemnify, hold harmless and defend the District and its successors, assigns, agents, employees, staff, contractors, officers, governing board members, and representatives (together, “Indemnitees”), from any and all liability, loss or damage, whether monetary or otherwise, including reasonable attorneys’ fees and costs and all fees and costs of mediation or alternative dispute resolution, as a result of any claims, liabilities, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, or judgments, against Indemnitees and which relate in any way to the assignment of, or bid process for, the Improvement Agreement.

Developer has obtained a release from Contractor acknowledging the assignment of the above referenced contract and the validity thereof, the satisfaction of the bonding requirements of Section 255.05, Florida Statutes (if applicable), and waiving any and all claims against the District arising as a result of or connected with this assignment. Such releases are attached as Exhibit B.

The Contractor has X furnished and recorded a performance and payment bond in accordance with Section 255.05, Florida Statutes, which is attached hereto as Exhibit C, or   was not required to provide such a bond pursuant to Section 255.05, Florida   Statutes.

Developer X represents and warrants that there are no outstanding liens or claims  relating to the Improvement Agreement, or   has posted a transfer bond in accordance with Section 713.24, Florida Statutes, which is attached hereto as Exhibit D.

Developer represents and warrants that all payments to Contractor and any subcontractors or materialmen under the Improvement Agreement are current and there are no outstanding disputes under the Improvement Agreement.

To the extent the District does not have sufficient funds to complete the Improvement Agreement, Developer agrees that the Improvement Agreement is subject to the completion obligations set forth in the Completion Agreement, dated March 24, 2017, between the District and Developer.

Under penalties of perjury, I declare that I have read the foregoing and the facts alleged are true and correct to the best of my knowledge and belief.

Executed this 	day of 	, 2017.

CCC Fronterra, LLC

Jim Carr, Manager

[Print Name]

The foregoing instrument was acknowledged before me this 	day of 	, 2017, by Jim Carr, Manager of CCC Fronterra, LLC who [ ] is personally known to me or [ ] produced
 	 as identification.

(NOTARY SEAL)	 	
Notary Public Signature

Fronterra CDD
Witness 	

Print Name of Witness	Chairman, Board of Supervisors

The foregoing instrument was acknowledged before me this 	day of 	, 2017, by
 	,  who  [  ]  is  personally  known  to  me  or  [  ]  produced 	as identification.

(NOTARY SEAL)	 	
Notary Public Signature

ACKNOWLEDGMENT AND ACCEPTANCE OF ASSIGNMENT AND RELEASE

For ten dollars and such additional good and valuable consideration received in hand, the receipt and sufficiency of which are hereby acknowledged, Earth Tech Enterprises, Inc. (“Contractor”), hereby agrees as follows:

The agreement (“Improvement Agreement”) between CCC Fronterra, LLC, and Contractor dated February 1, 2017, has been assigned to the Fronterra Community Development District (“District”). Contractor acknowledges and accepts such assignment and its validity.

Contractor represents and warrants that either:

    X Contractor has furnished and recorded a performance and payment bond in accordance with Section 255.05, Florida Statutes, and has notified any subcontractors, material suppliers or others claiming interest in the work of the existence of the bond; or

 	  Contractor has not been required to furnish or provide a performance and
payment bond under Section 255.05, Florida Statutes, and has notified any subcontractors, materialmen or others claiming interest in the work that (a) no such bond exists; (b) the District, as a local unit of special purpose government, is not an “Owner” as defined in Section 713.01(23), Florida Statutes; and (c) there are no lien rights available to any person providing materials or services for improvements in connection with the Improvement Agreement.

Contractor represents and warrants that all payments to Contractor and any subcontractors or materialmen under the Improvement Agreement are current and there are no outstanding disputes under the Improvement Agreement.

Contractor hereby releases and waives any claim it may have against the District as a result of or in connection with such assignment.

[CONTINUED ON NEXT PAGE]

Executed this 	day of 	, 2017.

Earth Tech Enterprises, Inc.

By:  	
Its:  	

STATE OF FLORIDA COUNTY OF  	

The foregoing instrument was acknowledged before me this 	day of 	, 2017, by
 	,  who  [  ]  is  personally  known  to  me  or  [  ]  produced 	as identification.

(NOTARY SEAL)	 	
Notary Public Signature

ADDENDUM (“ADDENDUM”) TO CONTRACT (“CONTRACT”)

ASSIGNMENT. This Addendum applies to that certain contract between the Fronterra Community Development District (“District”) and Earth Tech Enterprises, Inc. (“Contractor”), which Contract was assigned to the District simultaneous with the execution of this Addendum. To the extent the terms of the Contract conflict with this Addendum, the terms of this Addendum shall control.

PAYMENT AND PERFORMANCE BONDS; NO LIEN RIGHTS. Before commencing the work, and consistent with the requirements of Section 255.05 of the Florida Statutes, the Contractor shall execute, deliver to the District, and record in the public records of Collier County, Florida, a payment and performance bond with a surety insurer authorized to do business in this state as surety or, to the extent permitted by the District in its sole discretion, provide an alternative form of security as authorized under Section 255.05 of the Florida Statutes. Such bond and/or security shall be for 100% of the project cost  and shall be in effect for a full year from the time of completion of the project. Contractor agrees that the District is a local unit of special purpose government and not an “Owner” as defined in Section 713.01(23), Florida Statutes. Therefore, as against the District or the District’s property, there are no lien rights available to any person providing materials or services for improvements in connection with the project. Contractor shall notify any subcontractors, material suppliers or others claiming interest in the work of the existence of the payment and performance bond.

INSURANCE. The District, its officers, governing board, agents, staff, and representatives, and CCC Fronterra, LLC, shall be named as additional insured’s under the insurance provided pursuant to the Contract. Contractor shall furnish the District with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida. If Contractor fails to have secured and maintained the required insurance, the District has the right (without any obligation to do so, however), to secure such required insurance in which event, Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

LOCAL GOVERNMENT PROMPT PAYMENT ACT. Notwithstanding any other provision of the Contract, all payments to the Contractor shall be made in a manner consistent with the Local Government Prompt Payment Act, sections 218.70 through 218.80 of the Florida Statutes. Contractor shall make payments due to subcontractors and materialmen and laborers within ten (10) days in accordance with the prompt payment provisions contained in Section 218.735(6), 218.735(7), and 218.74, Florida Statutes. All payments due and not made within the time prescribed by Section 218.735, Florida Statutes, bear interest at the rate of one percent (1%) per month on the unpaid balance in accordance with Section 218.735(9), Florida Statutes.

INDEMNIFICATION. Contractor shall indemnify, hold harmless, and defend the District and its governing board, consultants, agents, staff, and employees from and against claims, costs, losses, and damages as provided in section 7.18 of the Contract.

RETAINAGE.	Section 6.02(A)(1.) –(B) of the Contract is replaced with the following:

Prior to 50 percent completion of the construction services purchased pursuant to the Contract, the Owner may withhold from each progress payment made to the Contractor an amount not exceeding 10 percent of the payment. After 50 percent completion of the construction services, the Contractor may present a payment

request for up to one half of the retainage held, less such amounts as may be withheld pursuant to this Contract or applicable law. After 50 percent  completion of the construction services, and until final completion and acceptance of the Work by Owner, the Owner shall reduce to 5 percent the amount of retainage withheld from each subsequent progress payment made to the Contractor. Five percent of the contract price will be retained until final completion, acceptance of the Work, and final payment to the Contractor.

TAX EXEMPT DIRECT PURCHASES. The parties agree that the District may in its sole discretion elect to undertake a direct purchase of any or all materials incorporated into the work performed according to the Contract. In such event, the following conditions shall apply:

The District represents to Contractor that the District is a governmental entity exempt from Florida sales and use tax, and has provided Contractor with a copy of its Consumer Exemption Certificate.

The District may elect to implement a direct purchase arrangement whereby the District will directly acquire certain materials (“Direct Purchase Materials”) necessary for the work directly from the suppliers to take advantage of District’s tax exempt status.

Prior to purchasing any materials, the Contractor shall contact the District to determine which materials will be treated as Direct Purchase Materials.

The District shall issue a Certificate of Entitlement to each supplier of Direct Purchase Materials, and to the Contractor. Each Certificate of Entitlement will be in the format specified by Rule 12A-1.094(4)(c), Florida Administrative Code. Each Certificate of Entitlement shall have attached thereto the corresponding purchase order. Each Certificate of Entitlement shall affirm that (1) the attached purchase order is being issued directly to the vendor supplying the tangible personal property the Contractor will use in the identified public works; (2) the vendor’s invoice will be issued directly to the District; (3) payment of the vendor’s invoice will be made directly by the District to the vendor from public funds;
(4) the District will take title to the tangible personal property from the vendor at the time of purchase or of delivery by the vendor; and (5) the District assumes the risk of damage or loss at the time of purchase or delivery by the vendor. Each Certificate of Entitlement shall acknowledge that if the Department of Revenue determines the purchase is not a tax exempt purchase by a governmental entity, then the governmental entity will be responsible for any tax, penalties and interest determined to be due.

The District shall issue purchase orders directly to suppliers of Direct Purchase Materials. The District shall issue a separate Certificate of Entitlement for each purchase order. Such purchase orders shall require that the supplier provide the required shipping and handling insurance and provide for delivery F.O.B. jobsite. Corresponding change orders shall be executed at the time of the direct purchase to reflect the direct purchases made by the District and if the original contract contemplated sale of materials and installation by same person, the change order shall reflect sale of materials and installation by different legal entities.

Upon delivery of the Direct Purchase Materials to the jobsite, the District shall inspect the materials and invoices to determine that they conform to the purchase order. If the materials conform, the District shall accept and take title to the Direct Purchase Materials.

Suppliers shall issue invoices directly to the District. The District shall process invoices and issue payment directly to the suppliers from public funds.

Upon acceptance of Direct Purchase Materials, the District shall assume risk of loss of same until they are incorporated into the project. Contractor shall be responsible for safeguarding all Direct Purchase Materials and for obtaining and managing all warranties and guarantees for all material and products.

The District shall, at its option, maintain builder’s risk insurance on the Direct Purchase Materials.

PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District or to District staff in connection with the work contemplated under the Contract may be public records and shall be treated as such in accordance with Florida law. In particular, Developer agrees to comply with all applicable provisions of Florida law relating to public records, including but not limited to Section 119.0701 of the Florida Statutes, the terms of which are expressly incorporated herein. The District may unilaterally cancel the Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), Florida Statutes.

Contractor shall return to CCC Fronterra, LLC, and otherwise continue to maintain the confidentiality of, any confidential or proprietary information furnished or made available by CCC Fronterra, LLC. The District shall in no way be liable for the disclosure of confidential or propriety information provided by Contractor to the District or District staff in connection with the project and in response to a request for public records pursuant to Chapter 119, Florida Statutes.

SOVEREIGN IMMUNITY. Nothing in the Contract shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes or other statute, and nothing in the Contract shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under such limitations of liability or by operation of law.

NOTICES. Notices provided to  the  District  pursuant  to  the  Contract  shall  be  provided as follows:

District:	Fronterra Community Development District 707 Orchid Drive
Suite 100
Naples, Florida 34102 Attn: Russ Weyer

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe, Suite 300 (32301) Post Office Box 6526
Tallahassee, Florida 32314 Attn: Jonathan T. Johnson

SCRUTINIZED COMPANIES STATEMENT. Upon the Assignment, Contractor shall properly execute a sworn statement pursuant to section 287.135(5), Florida Statutes, regarding

Scrutinized Companies with Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and by signing this Addendum represents that Contractor is able to execute such sworn statement. The statement shall be substantially in the form of the attached Exhibit A. If the Contractor is found to have submitted a false certification as provided in section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria, the District may immediately terminate the Contract.

PUBLIC ENTITY CRIMES STATEMENT. Upon the Assignment, Contractor shall properly execute a sworn statement under section 287.133(3)(a), Florida Statutes, regarding public entity crimes, and by signing this Addendum represents that Contractor is able to execute such sworn statement. The statement shall be substantially in the form of the attached Exhibit B.

TRENCH SAFETY ACT STATEMENTS. Upon the Assignment, Contractor shall properly execute a Trench Safety Act Compliance Statement and a Trench Safety Act Compliance Cost Statement, and by signing this Addendum represents that Contractor is able to execute such sworn statement. The statements shall be substantially in the form of the attached Exhibit C.

CONSTRUCTION DEFECTS. PURSUANT TO SECTION 558.005, FLORIDA STATUTES, ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE NOT SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto hereby acknowledge and agree to this Addendum.

EARTH TECH ENTERPRISES, INC.

Witness	By: 	
Its: 	

Print Name of Witness

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

Witness	Chairman, Board of Supervisors

Print Name of Witness

Exhibit A:	Scrutinized Companies Statement Exhibit B:	Public Entity Crimes Statement Exhibit C:	Trench Safety Act Statement

EXHIBIT A

SWORN STATEMENT PURSUANT TO SECTION 287.135(5), FLORIDA STATUTES, REGARDING SCRUTINIZED COMPANIES WITH ACTIVITIES IN SUDAN LIST OR SCRUTINIZED COMPANIES WITH ACTIVITIES IN THE IRAN PETROLEUM ENERGY SECTOR LIST

THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.

This sworn statement is submitted to Fronterra Community Development District

by		 (print individual's name and title)

for  	
(print name of entity submitting sworn statement)

whose business address is

I understand that, subject to limited exemptions, section 287.135, Florida Statutes, declares a company that at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes, is ineligible for, and may not bid on, submit a proposal for, or enter into or renew a contract with a local governmental entity for goods or services of $1 million or more.

Based on information and belief, at the time the Contract is assigned to the Fronterra CDD, neither the entity, nor any of its officers, directors, executives, partners, shareholders, members, or agents, is listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

The entity will immediately notify the Fronterra CDD in writing if either the entity, or any of its officers, directors, executives, partners, shareholders, members, or agents, is placed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

Signature by authorized representative of Contractor

STATE OF FLORIDA
COUNTY OF  	

Sworn to (or affirmed) and subscribed before me this 	day of 	, 2017, by
 	, of 	. who is personally known to me or who has produced   
 	 as identification and who did (did not) take an oath.

Signature of Notary Public taking acknowledgement

(SEAL)

EXHIBIT B

SWORN STATEMENT UNDER SECTION 287.133(3)(a), FLORIDA STATUTES, REGARDING PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.

This sworn statement is submitted to the Fronterra CDD.

I am over eighteen (18) years of age and competent to testify as to the matters contained herein. I serve in the capacity of 	for 	. (“Contractor”), and am authorized to make this Sworn Statement on behalf of Contractor.

Contractor’s business address is  	

Contractor’s Federal Employer Identification Number (FEIN) is  	

(If the Contractor has no FEIN, include the Social Security Number of the individual signing this sworn statement: 	.)

I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.

I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.

I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:

A predecessor or successor of a person convicted of a public entity crime; or,

An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate.

I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The

term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity.

Based on information and belief, the statement which I have marked below is true in relation to the Contractor submitting this sworn statement. (Please indicate which statement applies.)

 	 Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, nor any affiliate of the entity, have been charged with and convicted of a public entity crime subsequent to July 1, 1989.

 	 The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity or an affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989, AND (please indicate which additional statement applies):

         There has been a proceeding concerning the conviction before an Administrative Law Judge of the State of Florida, Division of Administrative Hearings. The final order entered by the Administrative Law Judge did not place the person or affiliate on the convicted vendor list.  (Please attach a copy of the final order.)

         The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before an Administrative Law Judge of the State of Florida, Division  of Administrative Hearings. The final order entered by the Administrative Law Judge determined  that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order.)

 	 The person or affiliate has not been placed on the convicted vendor list. (Please describe any action taken by or pending with the Florida Department of Management Services.)

Under penalties of perjury under the laws of the State of Florida, I declare that I have read the foregoing Sworn Statement under Section 287.133(3)(a), Florida Statutes, Regarding Public Entity Crimes and all of the information provided is true and correct.

Dated this 	day of 	, 2017.

By: 	

Title: 	

STATE OF FLORIDA
COUNTY OF  	

The foregoing instrument was acknowledged before me this         day of 	, 2017, by 	of 		, who is personally known to me or who has produced 		as identification, and did [ ] or did not [ ] take the oath.

Notary Public, State of Florida

EXHIBIT C

TRENCH SAFETY ACT COMPLIANCE STATEMENT

INSTRUCTIONS
Because trench excavations on this project are expected to be in excess of 5 feet, Chapter 90-96 of the Laws of Florida requires that construction on the project comply with Occupational Safety and Health Administration Standard 29 C.F.R.s. 1926.650 Subpart P. The Contractor is required to execute this Compliance Statement and the Compliance Cost Statement. The costs for complying with the Trench Safety Act must be incorporated into the Contract Price.

This form must be certified in the presence of a notary public or other officer authorized to administer oaths.

CERTIFICATION
I understand that Chapter 90.96 of the Laws of Florida (The Trench Safety Act) requires me to comply with OSHA Standard 29 C.F.R.s. 1926.650 Subpart P. I will comply with The Trench Safety Act, and I will design and provide trench safety systems at all trench excavations in excess of five feet in depth for this project.
The estimated cost imposed by compliance with The Trench Safety Act will be:
 		Dollars $ 		 (Written)		(Figures)
The amount listed above has been included within the Contract Price.

Dated this 	day of 	, 2017.

Contractor:

By:	 Title: 		

STATE OF FLORIDA COUNTY OF  	

The  foregoing  instrument  was  acknowledged  before  me  this         day of 	, 2017, by 	of 		, who is personally known to me or who has produced 		as identification.

Notary Public, State of Florida

TRENCH SAFETY ACT COMPLIANCE COST STATEMENT

INSTRUCTIONS
Because trench excavations on this Project are expected to be in excess of 5 feet, Chapter 90-96 of the Laws of Florida requires that the Contractor submit a statement of the costs of complying with the Trench Safety Act. Said costs must also be incorporated into the Contract Price.

This form must be certified in the presence of a notary public or other officer authorized to administer oaths.

By executing this statement, Contractor acknowledges that included in the various items of its Contract Price are costs for complying with the Florida Trench Safety Act (90-96, Laws of Florida) effective October 1, 1990. The Contractor further identifies the costs as follows:

Type of Trench Safety Mechanism	Quantity	Unit Cost1	Item Total Cost	

				
				
Project Total		

Dated this 	day of 	, 2017.

Contractor:

By:	 Title: 		

STATE OF FLORIDA COUNTY OF  	

The  foregoing  instrument  was  acknowledged  before  me  this         day of 		, 2017, by 	of 		who is personally known to me or who has produced 		as identification.

Notary Public, State of Florida

1 Use cost per linear square foot of trench excavation used and cost per square foot of shoring used.

EXHIBIT 5

DEVELOPER’S AFFIDAVIT AND AGREEMENT REGARDING ASSIGNMENT OF CONTRACT

STATE OF FLORIDA COUNTY OF  	

BEFORE ME, the undersigned, personally appeared Jim Carr, Manager of CCC Fronterra LLC (“Developer”), who, after being first duly sworn, deposes and says:

I, Jim Carr, serve as Manager for the Developer and am authorized to make this affidavit on its behalf. I make this affidavit pursuant to Section Three (3) of the Agreement Regarding Acquisition of Certain Work Product, Infrastructure, and Real Property, By and Between the Fronterra Community Development District and CCC Fronterra, LLC, dated as of March 24, 2017 (“Acquisition Agreement”), and in order to induce the Fronterra Community Development District (“District”) to accept an assignment of the Improvement Agreement (defined below).

The agreement (“Improvement Agreement”) between Developer and Jensen Underground Utilities, Inc. (“Contractor”), dated February 1, 2017, including all change orders approved to date, and attached hereto as Exhibit A,  X  was competitively bid prior to its execution or       is below the applicable bid thresholds and was not required  to be competitively prior to its execution.

Developer, in consideration for the District’s acceptance of an assignment of the Improvement Agreement agrees to indemnify, hold harmless and defend the District and its successors, assigns, agents, employees, staff, contractors, officers, governing board members, and representatives (together, “Indemnitees”), from any and all liability, loss or damage, whether monetary or otherwise, including reasonable attorneys’ fees and costs and all fees and costs of mediation or alternative dispute resolution, as a result of any claims, liabilities, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, or judgments, against Indemnitees and which relate in any way to the assignment of, or bid process for, the Improvement Agreement.

Developer has obtained a release from Contractor acknowledging the assignment of the above referenced contract and the validity thereof, the satisfaction of the bonding requirements of Section 255.05, Florida Statutes (if applicable), and waiving any and all claims against the District arising as a result of or connected with this assignment. Such releases are attached as Exhibit B.

The Contractor has X furnished and recorded a performance and payment bond in accordance with Section 255.05, Florida Statutes, which is attached hereto as Exhibit C, or   was not required to provide such a bond pursuant to Section 255.05, Florida   Statutes.

Developer X represents and warrants that there are no outstanding liens or claims  relating to the Improvement Agreement, or   has posted a transfer bond in accordance with Section 713.24, Florida Statutes, which is attached hereto as Exhibit D.

Developer represents and warrants that all payments to Contractor and any subcontractors or materialmen under the Improvement Agreement are current and there are no outstanding disputes under the Improvement Agreement.

To the extent the District does not have sufficient funds to complete the Improvement Agreement, Developer agrees that the Improvement Agreement is subject to the completion obligations set forth in the Completion Agreement, dated March 24, 2017, between the District and Developer.

Under penalties of perjury, I declare that I have read the foregoing and the facts alleged are true and correct to the best of my knowledge and belief.

Executed this 	day of 	, 2017.

CCC Fronterra, LLC

Jim Carr, Manager

[Print Name]

The foregoing instrument was acknowledged before me this 	day of 	, 2017, by
 	,  who  [  ]  is  personally  known  to  me  or  [  ]  produced 	as identification.

(NOTARY SEAL)	 	
Notary Public Signature

Fronterra CDD
Witness 	

Print Name of Witness	Chairman, Board of Supervisors

The foregoing instrument was acknowledged before me this 	day of 	, 2017, by
 	,  who  [  ]  is  personally  known  to  me  or  [  ]  produced 	as identification.

(NOTARY SEAL)	 	
Notary Public Signature

ACKNOWLEDGMENT AND ACCEPTANCE OF ASSIGNMENT AND RELEASE

For ten dollars and such additional good and valuable consideration received in hand, the receipt and sufficiency of which are hereby acknowledged, Jensen Underground Utilities, Inc. (“Contractor”), hereby agrees as follows:

The agreement (“Improvement Agreement”) between CCC Fronterra, LLC, and Contractor dated February 1, 2017, has been assigned to the Fronterra Community Development District (“District”). Contractor acknowledges and accepts such assignment and its validity.

Contractor represents and warrants that either:

    X Contractor has furnished and recorded a performance and payment bond in accordance with Section 255.05, Florida Statutes, and has notified any subcontractors, material suppliers or others claiming interest in the work of the existence of the bond; or

 	  Contractor has not been required to furnish or provide a performance and
payment bond under Section 255.05, Florida Statutes, and has notified any subcontractors, materialmen or others claiming interest in the work that (a) no such bond exists; (b) the District, as a local unit of special purpose government, is not an “Owner” as defined in Section 713.01(23), Florida Statutes; and (c) there are no lien rights available to any person providing materials or services for improvements in connection with the Improvement Agreement.

Contractor represents and warrants that all payments to Contractor and any subcontractors or materialmen under the Improvement Agreement are current and there are no outstanding disputes under the Improvement Agreement.

Contractor hereby releases and waives any claim it may have against the District as a result of or in connection with such assignment.

[CONTINUED ON NEXT PAGE]

Executed this 	day of 	, 2017.

Jensen Underground Utilities, Inc.

By:  	
Its:  	

STATE OF FLORIDA COUNTY OF  	

The foregoing instrument was acknowledged before me this 	day of 	, 2017, by
 	,  who  [  ]  is  personally  known  to  me  or  [  ]  produced 	as identification.

(NOTARY SEAL)	 	
Notary Public Signature

ADDENDUM (“ADDENDUM”) TO CONTRACT (“CONTRACT”)

ASSIGNMENT. This Addendum applies to that certain contract between the Fronterra Community Development District (“District”) and Jensen Underground Utilities, Inc. (“Contractor”), which Contract was assigned to the District simultaneous with the execution of this Addendum. To the extent the terms of the Contract conflict with this Addendum, the terms of this Addendum shall control.

PAYMENT AND PERFORMANCE BONDS; NO LIEN RIGHTS. Before commencing the work, and consistent with the requirements of Section 255.05 of the Florida Statutes, the Contractor shall execute, deliver to the District, and record in the public records of Collier County, Florida, a payment and performance bond with a surety insurer authorized to do business in this state as surety or, to the extent permitted by the District in its sole discretion, provide an alternative form of security as authorized under Section 255.05 of the Florida Statutes. Such bond and/or security shall be for 100% of the project cost  and shall be in effect for a full year from the time of completion of the project. Contractor agrees that the District is a local unit of special purpose government and not an “Owner” as defined in Section 713.01(23), Florida Statutes. Therefore, as against the District or the District’s property, there are no lien rights available to any person providing materials or services for improvements in connection with the project. Contractor shall notify any subcontractors, material suppliers or others claiming interest in the work of the existence of the payment and performance bond.

INSURANCE. The District, its officers, governing board, agents, staff, and representatives, and CCC Fronterra, LLC, shall be named as additional insured’s under the insurance provided pursuant to the Contract. Contractor shall furnish the District with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida. If Contractor fails to have secured and maintained the required insurance, the District has the right (without any obligation to do so, however), to secure such required insurance in which event, Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

LOCAL GOVERNMENT PROMPT PAYMENT ACT. Notwithstanding any other provision of the Contract, all payments to the Contractor shall be made in a manner consistent with the Local Government Prompt Payment Act, sections 218.70 through 218.80 of the Florida Statutes. Contractor shall make payments due to subcontractors and materialmen and laborers within ten (10) days in accordance with the prompt payment provisions contained in Section 218.735(6), 218.735(7), and 218.74, Florida Statutes. All payments due and not made within the time prescribed by Section 218.735, Florida Statutes, bear interest at the rate of one percent (1%) per month on the unpaid balance in accordance with Section 218.735(9), Florida Statutes.

INDEMNIFICATION. Contractor shall indemnify, hold harmless, and defend the District and its governing board, consultants, agents, staff, and employees from and against claims, costs, losses, and damages as provided in section 7.18 of the Contract.

RETAINAGE.	Section 6.02(A)(1.) –(B) of the Contract is replaced with the following:

Prior to 50 percent completion of the construction services purchased pursuant to the Contract, the Owner may withhold from each progress payment made to the Contractor an amount not exceeding 10 percent of the payment. After 50 percent completion of the construction services, the Contractor may present a payment

request for up to one half of the retainage held, less such amounts as may be withheld pursuant to this Contract or applicable law. After 50 percent  completion of the construction services, and until final completion and acceptance of the Work by Owner, the Owner shall reduce to 5 percent the amount of retainage withheld from each subsequent progress payment made to the Contractor. Five percent of the contract price will be retained until final completion, acceptance of the Work, and final payment to the Contractor.

TAX EXEMPT DIRECT PURCHASES. The parties agree that the District may in its sole discretion elect to undertake a direct purchase of any or all materials incorporated into the work performed according to the Contract. In such event, the following conditions shall apply:

The District represents to Contractor that the District is a governmental entity exempt from Florida sales and use tax, and has provided Contractor with a copy of its Consumer Exemption Certificate.

The District may elect to implement a direct purchase arrangement whereby the District will directly acquire certain materials (“Direct Purchase Materials”) necessary for the work directly from the suppliers to take advantage of District’s tax exempt status.

Prior to purchasing any materials, the Contractor shall contact the District to determine which materials will be treated as Direct Purchase Materials.

The District shall issue a Certificate of Entitlement to each supplier of Direct Purchase Materials, and to the Contractor. Each Certificate of Entitlement will be in the format specified by Rule 12A-1.094(4)(c), Florida Administrative Code. Each Certificate of Entitlement shall have attached thereto the corresponding purchase order. Each Certificate of Entitlement shall affirm that (1) the attached purchase order is being issued directly to the vendor supplying the tangible personal property the Contractor will use in the identified public works; (2) the vendor’s invoice will be issued directly to the District; (3) payment of the vendor’s invoice will be made directly by the District to the vendor from public funds;
(4) the District will take title to the tangible personal property from the vendor at the time of purchase or of delivery by the vendor; and (5) the District assumes the risk of damage or loss at the time of purchase or delivery by the vendor. Each Certificate of Entitlement shall acknowledge that if the Department of Revenue determines the purchase is not a tax exempt purchase by a governmental entity, then the governmental entity will be responsible for any tax, penalties and interest determined to be due.

The District shall issue purchase orders directly to suppliers of Direct Purchase Materials. The District shall issue a separate Certificate of Entitlement for each purchase order. Such purchase orders shall require that the supplier provide the required shipping and handling insurance and provide for delivery F.O.B. jobsite. Corresponding change orders shall be executed at the time of the direct purchase to reflect the direct purchases made by the District and if the original contract contemplated sale of materials and installation by same person, the change order shall reflect sale of materials and installation by different legal entities.

Upon delivery of the Direct Purchase Materials to the jobsite, the District shall inspect the materials and invoices to determine that they conform to the purchase order. If the materials conform, the District shall accept and take title to the Direct Purchase Materials.

Suppliers shall issue invoices directly to the District. The District shall process invoices and issue payment directly to the suppliers from public funds.

Upon acceptance of Direct Purchase Materials, the District shall assume risk of loss of same until they are incorporated into the project. Contractor shall be responsible for safeguarding all Direct Purchase Materials and for obtaining and managing all warranties and guarantees for all material and products.

The District shall, at its option, maintain builder’s risk insurance on the Direct Purchase Materials.

PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District or to District staff in connection with the work contemplated under the Contract may be public records and shall be treated as such in accordance with Florida law. In particular, Developer agrees to comply with all applicable provisions of Florida law relating to public records, including but not limited to Section 119.0701 of the Florida Statutes, the terms of which are expressly incorporated herein. The District may unilaterally cancel the Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), Florida Statutes.

Contractor shall return to CCC Fronterra, LLC, and otherwise continue to maintain the confidentiality of, any confidential or proprietary information furnished or made available by CCC Fronterra, LLC. The District shall in no way be liable for the disclosure of confidential or propriety information provided by Contractor to the District or District staff in connection with the project and in response to a request for public records pursuant to Chapter 119, Florida Statutes.

SOVEREIGN IMMUNITY. Nothing in the Contract shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes or other statute, and nothing in the Contract shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under such limitations of liability or by operation of law.

NOTICES. Notices provided to  the  District  pursuant  to  the  Contract  shall  be  provided as follows:

District:	Fronterra Community Development District 707 Orchid Drive
Suite 100
Naples, Florida 34102 Attn: Russ Weyer

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe, Suite 300 (32301) Post Office Box 6526
Tallahassee, Florida 32314 Attn: Jonathan T. Johnson

SCRUTINIZED COMPANIES STATEMENT. Upon the Assignment, Contractor shall properly execute a sworn statement pursuant to section 287.135(5), Florida Statutes, regarding

Scrutinized Companies with Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and by signing this Addendum represents that Contractor is able to execute such sworn statement. The statement shall be substantially in the form of the attached Exhibit A. If the Contractor is found to have submitted a false certification as provided in section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria, the District may immediately terminate the Contract.

PUBLIC ENTITY CRIMES STATEMENT. Upon the Assignment, Contractor shall properly execute a sworn statement under section 287.133(3)(a), Florida Statutes, regarding public entity crimes, and by signing this Addendum represents that Contractor is able to execute such sworn statement. The statement shall be substantially in the form of the attached Exhibit B.

TRENCH SAFETY ACT STATEMENTS. Upon the Assignment, Contractor shall properly execute a Trench Safety Act Compliance Statement and a Trench Safety Act Compliance Cost Statement, and by signing this Addendum represents that Contractor is able to execute such sworn statement. The statements shall be substantially in the form of the attached Exhibit C.

CONSTRUCTION DEFECTS. PURSUANT TO SECTION 558.005, FLORIDA STATUTES, ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE NOT SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto hereby acknowledge and agree to this Addendum.

JENSEN UNDERGROUND UTILITIES, INC.

Witness	By: 	
Its: 	

Print Name of Witness

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

Witness	Chairman, Board of Supervisors

Print Name of Witness

Exhibit A:	Scrutinized Companies Statement Exhibit B:	Public Entity Crimes Statement Exhibit C:	Trench Safety Act Statement

EXHIBIT A

SWORN STATEMENT PURSUANT TO SECTION 287.135(5), FLORIDA STATUTES, REGARDING SCRUTINIZED COMPANIES WITH ACTIVITIES IN SUDAN LIST OR SCRUTINIZED COMPANIES WITH ACTIVITIES IN THE IRAN PETROLEUM ENERGY SECTOR LIST

THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.

This sworn statement is submitted to Fronterra Community Development District

by		 (print individual's name and title)

for  	
(print name of entity submitting sworn statement)

whose business address is

I understand that, subject to limited exemptions, section 287.135, Florida Statutes, declares a company that at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes, is ineligible for, and may not bid on, submit a proposal for, or enter into or renew a contract with a local governmental entity for goods or services of $1 million or more.

Based on information and belief, at the time the Contract is assigned to the Fronterra CDD, neither the entity, nor any of its officers, directors, executives, partners, shareholders, members, or agents, is listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

The entity will immediately notify the Fronterra CDD in writing if either the entity, or any of its officers, directors, executives, partners, shareholders, members, or agents, is placed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

Signature by authorized representative of Contractor

STATE OF FLORIDA
COUNTY OF  	

Sworn to (or affirmed) and subscribed before me this 	day of 	, 2017, by
 	, of 	. who is personally known to me or who has produced   
 	 as identification and who did (did not) take an oath.

Signature of Notary Public taking acknowledgement

(SEAL)

EXHIBIT B

SWORN STATEMENT UNDER SECTION 287.133(3)(a), FLORIDA STATUTES, REGARDING PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.

This sworn statement is submitted to the Fronterra CDD.

I am over eighteen (18) years of age and competent to testify as to the matters contained herein. I serve in the capacity of 	for 	. (“Contractor”), and am authorized to make this Sworn Statement on behalf of Contractor.

Contractor’s business address is  	

Contractor’s Federal Employer Identification Number (FEIN) is  	

(If the Contractor has no FEIN, include the Social Security Number of the individual signing this sworn statement: 	.)

I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.

I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.

I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:

A predecessor or successor of a person convicted of a public entity crime; or,

An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate.

I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The

term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity.

Based on information and belief, the statement which I have marked below is true in relation to the Contractor submitting this sworn statement. (Please indicate which statement applies.)

 	 Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, nor any affiliate of the entity, have been charged with and convicted of a public entity crime subsequent to July 1, 1989.

 	 The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity or an affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989, AND (please indicate which additional statement applies):

         There has been a proceeding concerning the conviction before an Administrative Law Judge of the State of Florida, Division of Administrative Hearings. The final order entered by the Administrative Law Judge did not place the person or affiliate on the convicted vendor list.  (Please attach a copy of the final order.)

         The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before an Administrative Law Judge of the State of Florida, Division  of Administrative Hearings. The final order entered by the Administrative Law Judge determined  that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order.)

 	 The person or affiliate has not been placed on the convicted vendor list. (Please describe any action taken by or pending with the Florida Department of Management Services.)

Under penalties of perjury under the laws of the State of Florida, I declare that I have read the foregoing Sworn Statement under Section 287.133(3)(a), Florida Statutes, Regarding Public Entity Crimes and all of the information provided is true and correct.

Dated this 	day of 	, 2017.

By: 	

Title: 	

STATE OF FLORIDA
COUNTY OF  	

The foregoing instrument was acknowledged before me this         day of 	, 2017, by 	of 		, who is personally known to me or who has produced 		as identification, and did [ ] or did not [ ] take the oath.

Notary Public, State of Florida

EXHIBIT C

TRENCH SAFETY ACT COMPLIANCE STATEMENT

INSTRUCTIONS
Because trench excavations on this project are expected to be in excess of 5 feet, Chapter 90-96 of the Laws of Florida requires that construction on the project comply with Occupational Safety and Health Administration Standard 29 C.F.R.s. 1926.650 Subpart P. The Contractor is required to execute this Compliance Statement and the Compliance Cost Statement. The costs for complying with the Trench Safety Act must be incorporated into the Contract Price.

This form must be certified in the presence of a notary public or other officer authorized to administer oaths.

CERTIFICATION
I understand that Chapter 90.96 of the Laws of Florida (The Trench Safety Act) requires me to comply with OSHA Standard 29 C.F.R.s. 1926.650 Subpart P. I will comply with The Trench Safety Act, and I will design and provide trench safety systems at all trench excavations in excess of five feet in depth for this project.
The estimated cost imposed by compliance with The Trench Safety Act will be:
 		Dollars $ 		 (Written)		(Figures)
The amount listed above has been included within the Contract Price.

Dated this 	day of 	, 2017.

Contractor:

By:	 Title: 		

STATE OF FLORIDA COUNTY OF  	

The  foregoing  instrument  was  acknowledged  before  me  this         day of 	, 2017, by 	of 		, who is personally known to me or who has produced 		as identification.

Notary Public, State of Florida

TRENCH SAFETY ACT COMPLIANCE COST STATEMENT

INSTRUCTIONS
Because trench excavations on this Project are expected to be in excess of 5 feet, Chapter 90-96 of the Laws of Florida requires that the Contractor submit a statement of the costs of complying with the Trench Safety Act. Said costs must also be incorporated into the Contract Price.

This form must be certified in the presence of a notary public or other officer authorized to administer oaths.

By executing this statement, Contractor acknowledges that included in the various items of its Contract Price are costs for complying with the Florida Trench Safety Act (90-96, Laws of Florida) effective October 1, 1990. The Contractor further identifies the costs as follows:

Type of Trench Safety Mechanism	Quantity	Unit Cost1	Item Total Cost	

				
				
Project Total		

Dated this 	day of 	, 2017.

Contractor:

By:	 Title: 		

STATE OF FLORIDA COUNTY OF  	

The  foregoing  instrument  was  acknowledged  before  me  this         day of 		, 2017, by 	of 		who is personally known to me or who has produced 		as identification.

Notary Public, State of Florida

1 Use cost per linear square foot of trench excavation used and cost per square foot of shoring used.

EXHIBIT 6

Prepared By and Return To

Jonathan T. Johnson, Esq. Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301

TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT

THIS	TEMPORARY	CONSTRUCTION	AND	ACCESS	EASEMENT
AGREEMENT (“Agreement”) is made and entered into  this           day of 	, 2017, by and between CCC FRONTERRA, LLC, a Florida limited liability company, whose address is 135 San Lorenzo Avenue, Suite 740, Coral Gables, Florida 33146 (“CCC Fronterra”) and BC NAPLES INVESTMENTS, LLP, a Florida limited liability partnership (“BC Naples” and together with CCC Fronterra, “Grantor”) in favor of FRONTERRA COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Real Estate Econometrics, Inc., 707 Orchid Drive, Suite 100, Naples, Florida 34102 (“Grantee” or the “District”) (Grantor and Grantee are sometimes together referred to herein as the “Parties”, and separately as the “Party”).

WITNES SETH :

WHEREAS, Grantor is the owner in fee simple of that certain parcel of real property located in Collier County, Florida, being more particularly described on Exhibit “A” attached hereto and by this reference incorporated herein (the “Easement Area”); and

WHEREAS, Grantee intends to complete within the Easement Area, the design, installation and construction of earthwork; preserve and water management improvements; utility improvements; entry landscape, signage, lighting and irrigation improvements; and other such improvements as authorized by law (collectively, the “Improvements”); and

WHEREAS, Grantor desires to grant to Grantee a temporary, non-exclusive construction and access easement on, upon, over, under, across, and through the Easement Area for the sole purpose of constructing the Improvements.

NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) in hand paid by the Grantee to the Grantor, the mutual covenants and agreements herein set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the Parties, the Parties do hereby agree as follows:

1

Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Temporary Construction Easement. Grantor does hereby grant, bargain, sell and convey to Grantee a temporary, non-exclusive easement on, upon, over, under, across and through the Easement Area for access, ingress, egress and to allow Grantee to complete the design, construction and installation of the Improvements (collectively, the “Easement”).

Term of Easement. In the event of (i) the completion of all Improvements and the acceptance of same by the District’s Board of Supervisors, or (ii) recordation of a release of the Easement in the Public Records of Collier County, Florida, this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately revert to the Grantor, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area. Upon termination of this Agreement, as provided herein, and upon request by Grantor, Grantee shall promptly execute and deliver to Grantor a document in recordable form confirming termination of this Agreement and the Easement granted herein. Should the Grantee acquire the Easement Area from the Grantor prior to the occurrence of events (i) and (ii) enumerated herein, this Agreement shall automatically terminate and be extinguished and all rights in the Easement granted by this Agreement shall immediately vest in the Grantee, its successors, transferees and assigns, without further action of the Grantor or Grantee being required with respect to such Easement Area.

Insurance and Indemnity. Grantee and/or any contractors performing work for Grantee on the Easement Area, shall at all times maintain general public liability insurance to afford protection against any and all claims for personal injury, death or property damage arising directly or indirectly out of the exercise of the rights and privileges granted herein. Said insurance maintained by any contractors performing work for Grantee on the Easement Area shall be issued by solvent, reputable insurance companies authorized to do business in the State of Florida, naming Grantee and Grantor as insured, as their interests may appear, in a combined- single limit of not less than $1,000,000.00 with respect to bodily injury or death and property damage. Said insurance shall also be primary, and not contributory, as to any insurance coverage maintained by Grantor. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, Grantee hereby agrees to indemnify and hold harmless Grantor from and against any and all liability arising out of Grantee’s construction activities within the Easement Area.

Obligations of Grantor and Grantee. The Parties acknowledge and agree that any rights granted hereunder shall be exercised by the Parties only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, permits and approvals, and any future modifications or amendments thereto. The Parties covenant and agree that no Party shall discharge into or within the Easement Area, any hazardous or toxic materials or substances, any pollutants, or any other substances or materials prohibited or regulated under any federal, state or local law, ordinance, rule, regulations or permit, except in accordance with such laws, ordinances, rules, regulations and permits. To the extent permitted by law and without waiving any of the protections afforded by section 768.28, Florida Statutes, each Party hereby agrees to indemnify and hold harmless the other Party from and against any and all liability arising out of

2

such Party’s breach of any provision of this Agreement, including, without limitation, the matters set forth in this paragraph.

Beneficiaries of Easement Rights. The Easement set forth in this Agreement shall be for the sole benefit and use of Grantee, its successors and assigns, and Grantee’s agents, employees, consultants, representatives, contractors and providers of emergency services and utility services.

Amendments and Waivers. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the Parties and recorded in the Public Records of Collier County, Florida. No delay or omission of any Party in the exercise of any right accruing upon any default of any Party shall impair such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by any Party of a breach of, or a default in, any of the terms and conditions of this Agreement by any other Party shall not be construed to be a waiver of any subsequent breach of or default in the same or any other provision of this Agreement. No breach of the provisions of this Agreement shall entitle any Party to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any Party may have by reason of any breach of the provisions of this Agreement.

Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given (i) three (3) days after depositing with the United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery occurs prior to 5:00 pm, E.S.T. or E.D.T., as applicable), to the address listed above or to such other address as any Party may from time to time designate by written notice in accordance with this paragraph.

Use of Easement Area. It is acknowledged and agreed that the Easement granted under this Agreement is not an exclusive easement and that Grantor shall have the right to use and enjoy the Easement Area in any manner not inconsistent with the easement rights created herein, and grant others the right to do so.

Liens. Grantee shall not permit (and shall promptly satisfy or bond) any construction, mechanic’s lien or encumbrance against the Easement Area in connection with the exercise of rights hereunder.

Effective Date. The Effective Date of the Agreement shall be the last day that  this Agreement is signed by all Parties.

Miscellaneous. This Agreement contains the entire understanding of the Parties with respect to the matters set forth herein and no other agreement, oral or written, not set forth herein, nor any course of dealings of the Parties, shall be deemed to alter or affect the terms and conditions set forth herein. If any provision of this Agreement, or portion thereof, or the application thereof to any person or circumstances, shall, to the extent be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such

3

provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any proceeding brought hereunder shall be Collier County, Florida.  In the event of any dispute hereunder or of any action to interpret or enforce this Agreement, any provision hereof or any matter arising herefrom, the predominantly prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and expenses, whether suit be brought or not, and whether in settlement, in any declaratory action, at trial or on appeal. The section headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. Where the sense of this Agreement requires, any reference to a term in the singular shall be deemed to include the plural of said term, and any reference to a term in the plural shall be deemed to include the singular of said term. Nothing in  this Agreement shall be construed to make the Parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations of the other. This Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. Time is of the essence of this Agreement. This Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. The rights, privileges and Easement granted and conveyed hereunder shall be a burden upon the Easement Area and shall exist for the benefit of and run with title to the Easement Area.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]

4

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first written above.

“GRANTOR”

Signed, sealed and delivered	CCC FRONTERRA, LLC,
in the presence of:	a Florida limited liability company

Witness Name: 		Jim Carr, Manager

Witness Name:  	

STATE OF FLORIDA	) COUNTY OF 	)

The foregoing instrument was acknowledged before me this	day of March, 2017,

by Jim Carr, as Manager of CCC Fronterra, LLC, a Florida limited liability company for and on
behalf of said company. He [ ] is personally known to me or [ ] produced as identification.

NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

5

“GRANTOR”

Signed, sealed and delivered	BC NAPLES INVESTMENTS, LLP,
in the presence of:	a Florida limited liability partnership By: Barron Collier Management, LLC Its Authorized Agent

Witness Name: 		Brian Goguen, Chief Operating Officer

Witness Name:  	

Witness Name: 		Brad Boaz, Chief Financial Officer

Witness Name:  	

STATE OF FLORIDA	) COUNTY OF 	)

The foregoing instrument was acknowledged before me this 	day of March, 2017, by Brian Goguen, as Chief Operating Officer of BC Naples Investments, LLP, a Florida limited liability partnership for and on behalf of said company. He [ ] is personally known to me or [ ] produced 	as identification.

NOTARY STAMP:
Signature of Notary Public

Printed Name of Notary Public

STATE OF FLORIDA	) COUNTY OF 	)

The foregoing instrument was acknowledged before me this 	day of March, 2017, by Brad Boaz, as Chief Financial Officer of BC Naples Investments, LLP, a Florida limited liability partnership for and on behalf of said company. He [ ] is personally known to me or [ ] produced 	as identification.

NOTARY STAMP:
Signature of Notary Public

Printed Name of Notary Public

6

“GRANTEE”

Signed, sealed and delivered	FRONTERRA COMMUNITY
in the presence of:	DEVELOPMENT DISTRICT

Secretary	Chairman, Board of Supervisors

Print Name: 	

STATE OF FLORIDA	)
) COUNTY OF 	)

The foregoing instrument was acknowledged before me this 	day of March, 2017, by David Genson, as Chairman of the Board of Supervisors of Fronterra Community Development District, for and on behalf of the District. He [ ] is personally known to me or [ ] produced 	as identification.

NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

7

Exhibit A

EASEMENT AREA

8

9

EXHIBIT 7

Fronterra Community Development District
Cash Flow
October 2016 through February 2017

Oct '16 - Feb 17
Income
Off Roll Assessments	35,750.00
Total Income	35,750.00

Gross Profit	35,750.00
Expense
Administrative
Bank Fees	227.24
Insurance- General Liability	4,069.00
Legal Advertising	322.96
Legal Services	9,483.57
Management  Consulting Services	12,022.77
Office Expense	13.58
Total Administrative	26,139.12

Total Expense	26,139.12
Net Income	9,610.88

Page 1

Fronterra Community Development District
Balance Sheet
As of February 28, 2017

Feb 28, 17
ASSETS
Current Assets Checking/Savings
1Cash	11,610.88
Total Checking/Savings	11,610.88

Total Current Assets	11,610.88
TOTAL ASSETS	11,610.88 LIABILITIES & EQUITY
Liabilities
Current Liabilities Accounts Payable
Account Payable 201	2,000.00
Total Accounts Payable	2,000.00

Total Current Liabilities	2,000.00
Total Liabilities Equity	2,000.00	
Net Income	9,610.88	
Total Equity	9,610.88	
TOTAL LIABILITIES & EQUITY	11,610.88

Page 1

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT O&M GENERAL FUND
STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE PERIOD ENDING FEBRUARY 28, 2017

YTD VARIANCE
APPROVED	ACTUAL	FAVORABLE
BUDGET	YEAR‐TO‐DATE	(UNFAVORABLE)
REVENUES
ON‐ROLL ASSESSMENTS		
OFF‐ROLL ASSESSMENTS		$	118,225		$	35,750		$	82,475	
INTEREST REVENUE
MISCELLANEIOUS REVENUE							
TOTAL REVENUES		$	118,225		$	35,750		$	82,475	

EXPENDITURES							
ADMINISTRATIVE							
BOARD OF SUPERVISORS PAYROLL							
PAYROLL TAXES							
PAYROLL SERVICE FEE							
MANAGEMENT CONSULTING SERVICES		24,000		12,000		$	12,000	
ASSESSMENT ADMINISTRATION		8,500		‐		$	8,500	
ASSESSMENT ROLL PREPARATION							
MISCELLANEOUS		250		36		$	214	
BANK CHARGES		‐		227		$	(227)	
O&M Methodology Development		5,000		‐		$	5,000	
AUDITING		5,000		‐		$	5,000	
INSURANCE (Liability, Property & Casuality)		5,000		4,069		$	931	
LEGAL ADVERTISING		3,000		323		$	2,677	
REGULATORY AND PERMIT FEES		175		‐		$	175	
LEGAL SERVICES		25,000		9,484		$	15,516	
ENGINEERING SERVICES ‐ General		5,000		‐		$	5,000	
WEBSITE DESIGN & HOSTING
MISCELLANEOUS SERVICES		2,500		‐		$	2,500	
TOTAL ADMINISTRATIVE EXPENDITURES		$	83,425		$	26,139		$	57,286	

FIELD OPERATIONS							
FIELD OPERATIONS MANAGEMENT STAFF							
LANDSCAPING & FIELD MAINTENANCE		$	5,000		$	‐		$	5,000	
LANDSCAPE REPLACEMENT		$	1,000		$	‐		$	1,000	
LANDSCAPE MULCHING		$	4,000		$	‐		$	4,000	
IRRIGATION REPAIRS		$	1,200		$	‐		$	1,200	
ELECTRICITY		$	1,200		$	‐		$	1,200	
WATER USE MONITORING							
ENTRY MONUMENTS MAINTENANCE		$	1,400		$	‐		$	1,400	
WETLAND MONITORING		$	1,500		$	‐		$	1,500	
SFWMD ERP ANNUAL REPORT		$	1,500		$	‐		$	1,500	
LAKE TESTING		$	‐					
SABLE PALM CULVERTS CLEANING
LAKE MAINTENANCE		$	‐
$	18,000				
$	18,000	
TOTAL FIELD OPERATIONS EXPENDITURES		$	34,800		$	‐		$	34,800	
							
TOTAL EXPENDITURES		$	118,225		$	26,139		$	92,086	
	
Balance	
$	‐		
$	9,611		
$	9,611	

154 Lots/ Per Lot = $

767.69

YTD Variance:	$	‐

10:25AM

03/12/17

Fronterra Community Development District
Reconciliation Summary
1Cash, Period Ending 02/28/2017

Beginning Balance
Cleared Transactions
Checks and Payments • 3 items

Feb 28, 17

-6,345.54

17,956.42

Total Cleared Transactions	-6,345.54

Cleared Balance
Register Balance as of 02128/2017
New Transactions
Checks and Payments • 1 item

-2,000.00

11,610.88
11,610.88

Total New Transactions	-2,000.00

Ending Balance	9,610.88

Page 1

10:25AM
03/12/17

Fronterra Community Development District
Reconciliation Detail
1Cash, Period Ending 02/28/2017

Type	Date	Num	Name	Cir	Amount	Balance

Beginning Balance Cleared Transactions
Checks and Payments - 3 items

 
17,956.42

Bill Pmt-Check	02/01/2017	1007	Real Estate Econo...	X	-2,013.58		-2,013.58	
Bill Pmt-Check	02/01/2017	1006	Ave Maria Develop...	X	-322.96		-2,336.54	
Bill Prnt -Check	02/15/2017	1008	Hopping Green & S...	X	-4,009.00		-6,345.54	
Total Checks and Payments				-6,345.54		-6,345.54	
Total Cleared Transactions				-6.345.54		-6,345.54	
Cleared Balance				-6,345.54		11,610.88	
Register Balance as of 02/28/2017				-6,345.54		11,610.88	
New Transactions
Checks and Payments - 1 item	
Bill Pmt -Check	03/01/2017	1009	Real Estate Econo...	-2,000.00	-2,000.00	
 
Total Checks and Payments	-2,000.00	-2,000.00
 
Total New Transactions	-2,000.00	-2,000.00	
Ending Balance	
-8,345.54		
9,610.88	

Page 1

--	.  -	-   --    -    --  -  - --	-
First Florida

1
1

Integrity Bank

Date	2/28/17	Page	1

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT
707 ORCHID DR STE 100
NAPLES FL 34102

CHECKING   ACCOUNTS	.	.	·. ·	.	.	.... ·.....-··.	:·

PUBLIC COMMERCIAL CHECKING
Accounts	XXXXXXX4564	Number of Enclosures
Statement Dates	2/01/17 tbru	3
2/28/17	
Beginning Balance	17,956.42	Days in the Statement Period	28	
Deposits/Credits	.00	Average Ledger	14,758.74	
3 Checks/Debits	6,345.54	Average Collected	14,758.74	
Service Charge	.00			
Interest Paid	.00			
Ending Balance	11,610.88			

Date	Check#	Amount Date	Amount		
2/07	1006
2/02	1007
* Denotes missing check numbers	322.96	2/22 2,013.58	4,009.00		

	Date			•
Balance	Date	Balance	
2/01
2/02	17,956.42
15,942.84	2/07
2/22	15,619.88
11,610.88	
ENO OF STATEMENT

					---a -	1008
.:=;		
						2/112017		

1"'98tt.nlfed lW6 -'T'o,wll(ldGEl{1o(r"- - - - -	
-	
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- -		
Av&Mllrilt L.1.P								
l!GOO p-								
N F'L. 1 06								

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O O lOOt• O ?o i i zs,:								

 

1006 Date: 02/07 Amount $322.96

On Us Ched<	1006 Date: 02/07 Amount: $322.96

PROCOMM'UNffY OEYELOPMEHT Dl8TRICT 7070flCHIOOfWl!•100
NA.Pt.£8.FL M10i!

1008
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2/1612017

$ -•.ooe.oo
Four NlneandOOl1M--------------------

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t19 S. Monloestntet.St&.JOO

P0. . 8ox $52e
"T.n-.,,IIQOO,Fl.3;231-4

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.:-co il.·00 0 .., •: O& "lO il.S3i!!St:

! clearing(,heck       1007    Date: 02/02  Amount  $2,013.58	lnolearing Check	1007   Date: 02/02   Amount $2,013.58

 	
i \ . .. , t ... ,: :-

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! .. •

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lnclearing  Check	1008    Date: 02/22   Amount: $4,009.00	lndearing Check	1008    Date: 02/22     Amount: $4,009.00

EXHIBIT 8

FIRST SUPPLEMENTAL ENGINEER’S REPORT FOR
THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT 2017 PROJECT

March 3, 2017

Prepared by:

JOHNSON ENGINEERING, INC.
251 West Hickpochee Avenue LaBelle, FL 33935
(863) 612‐0594
EB#642

Fronterra CDD
First Supplemental Engineer’s Report	Page 1 of 12

TABLE OF CONTENTS

SECTION
INTRODUCTION	3
DESCRIPTION OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT	3
DESCRIPTION OF THE CAPITAL IMPROVEMENT PLAN	4
AUTHORIZATION	4
PURPOSE AND SCOPE	4
THE 2017 PROJECT	7
SUMMARY OF THE 2017 PROJECT	7
EARTHWORK, PRESERVE MANAGEMENT AND WATER MANAGEMENT	7
POTABLE AND SANITARY SEWER SYSTEM UTILITIES	8
ENTRY LANDSCAPE, SIGNAGE, LIGHTING AND IRRIGATION	8
PROFESSIONAL SERVICES, PERMITTING AND MISCELLANEOUS COSTS	8
OPINION OF PROBABLY CONSTRUCTION COSTS OF 2017 PROJECT	8
SUMMARY OF COSTS OF 2017 PROJECT	8
REPORT MODIFICATION	9
ENGINEER'S CONCLUSION AND CERTIFICATION	10

Fronterra CDD
First Supplemental Engineer’s Report	Page 2 of 12

TABLE OF CONTENTS (CONTINUED)

EXHIBITS

EXHIBIT 1.	CDD SITE EXHIBIT	5

LIST OF TABLES

TABLE 1.	OPINION OF PROBABLE COST FOR CAPITAL IMPROVEMENT PLAN	3

TABLE 2.	EXPECTED OWNERSHIP & MAINTENANCE OF CAPITAL IMPROVEMENT PLAN	4

TABLE 3.	OPINION OF PROBABLE COST FOR 2017 PROJECT	9

APPENDICES

APPENDIX A.	FRONTERRA PERMITS AND APPROVALS	11

Fronterra CDD
First Supplemental Engineer’s Report	Page 3 of 12

SECTION 1	INTRODUCTION

DESCRIPTION OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

The Fronterra Community Development District (the “District”) is comprised of approximately
33.21 acres in unincorporated Collier County, Florida and was established by Collier County Ordinance No. 2016‐28 effective on September 29, 2016. The District was established pursuant to Chapter 190, Florida Statutes, for the purpose of planning, financing, constructing, acquiring, operating and maintaining public infrastructure improvements.

DESCRIPTION OF THE CAPITAL IMPROVEMENT PLAN

The District has previously adopted that certain Engineer’s Report for Fronterra Community Development District, dated December 9, 2016 (the “Engineer’s Report”), outlining the scope of the infrastructure improvements necessary for development of the lands within the District (the “Capital Improvement Plan”). The scope of the Capital Improvement Plan is set forth in more detail in the Engineer’s Report.

The total cost of the Capital Improvement Plan expected to be constructed and/or acquired within the boundaries of the District is estimated to be approximately $4.7 million. Table 1 presents a summary of the Opinion of Probable Cost of the Capital Improvement Plan.
TABLE 1
OPINION OF PROBABLE COST FOR CAPITAL IMPROVEMENT PLAN

Earthwork, Preserve and Water Management	$1,444,474.70	
Utilities	$1,357,915.40	
Roadways	$484,762.65	
Landscape, Signage, Lighting and Irrigation	$480,640.00	
Professional Services, Permitting and Misc. Costs	$438,796.52	
Contingency	$472,829.46	
TOTAL	$4,679,418.73	

A revised table outlining the anticipated ownership and maintenance authority relative to the Capital Improvement Plan is set forth in Table 2 below.

Fronterra CDD
First Supplemental Engineer’s Report	Page 4 of 12

Table 2
Expected Ownership & Maintenance of Capital Improvement Plan

Facility	Funded By	O&M By	Ownership	
Drainage/Earthwork	CDD	CDD	CDD	
Roadway Improvements	Developer	HOA	HOA	
Potable Water	CDD	County	County	
Sanitary Sewer	CDD	County	County	
Irrigation	CDD	CDD	CDD	
Preserves	CDD	CDD	CDD	
Signage (Entry)	CDD	CDD	CDD	

*CDD = Fronterra Community Development District
*County = Collier County
*Developer = CCC Fronterra, LLC and/or BC Naples Investments, LLP

AUTHORIZATION

Johnson Engineering, Inc. as District Engineer, hereinafter referred to as the “Engineer”, prepared this First Supplemental Engineer's Report (the “Supplemental Report”) pursuant to the authorization of the Board of Supervisors of the District.

PURPOSE AND SCOPE

The purpose of this Supplemental Report is to present the nature, extent, and estimated cost associated with the public infrastructure improvements (the “2017 Project”) that will be funded with the proceeds of the District’s anticipated Capital Improvement Bonds, Series 2017 (the “Series 2017 Bonds”).
The Engineer has considered and, in certain instances, relied upon opinions, information, and documentation prepared or supplied by others, which may have included public officials, public entities, the Developer, engineering professionals, general contractors, and surveyors.

Fronterra CDD
First Supplemental Engineer’s Report	Page 5 of 12

EXHIBIT 1

CDD SITE EXHIBIT

Fronterra CDD
First Supplemental Engineer’s Report	Page 6 of 12

Fronterra CDD
First Supplemental Engineer’s Report	Page 7 of 12

SECTION 2	THE 2017 PROJECT

SUMMARY OF THE 2017 PROJECT

The District plans to issue the Series 2017 Bonds to fund the construction and/or acquisition of certain public infrastructure improvements serving the landowners and residents of the District including, but not limited to, the following:
Earthwork, Preserve and Water Management
Potable Water and Sanitary Sewer System Utilities
Entry Landscape, Signage, Lighting and Irrigation
Professional Services, Permitting and Miscellaneous Costs

The capital improvements comprising the 2017 Project that are described in this Supplemental Report represent the present intentions of the Developer and the District. The implementation of the improvements discussed in this Report requires the final approval by numerous local, state and federal regulatory and permitting agencies. Cost estimates contained in this Report have been prepared based upon the best available information at the time. The actual cost of construction, final engineering design, planning, approvals and permitting may vary from the cost estimates presented.

The infrastructure proposed for the 2017 Project as listed above and described herein is limited to a portion of each that would make a completed residential development. The remaining infrastructure comprising the Capital Improvement Plan will be Developer funded. In addition, if actual costs of the 2017 Project exceed the Series 2017 Bonds, the Developer will provide the necessary funds to make a completed project.

EARTHWORK, PRESERVE MANAGEMENT AND WATER MANAGEMENT

“Earthwork” consists of the costs to excavate and shape the stormwater pond required to meet South Florida Water Management District design standards for issuance of a construction and operation permit when undeveloped land (pervious surface) is converted for residential and commercial purposes (combination of pervious and impervious surfaces). This lake will serve to provide stormwater storage and water quality treatment to protect the surrounding lands and land uses.

“Preserve Management” is an area within the boundary of the District that will be restored to a more natural state and set aside for the use and enjoyment of the District’s residents and visitors. Additional off site land will also be preserved to compensate for area within the project boundary that is being developed. The costs included in the 2017 Project are limited to the removal of exotic plants within the 6.37 acre onsite and off site preserve area to restore the land to a more natural state.

Fronterra CDD
First Supplemental Engineer’s Report	Page 8 of 12

“Water Management” is the cost to install the drainage features, inlets and pipes, necessary to convey stormwater runoff to the stormwater pond. The additional costs for conveying roadway runoff are excluded.

POTABLE WATER AND SANITARY SEWER SYSTEM UTILITIES

“Utilities” are the costs to install potable and sanitary systems network of piping that serves the entire residential project area. The completed utilities will be turned over to Collier County for long term operation and maintenance.

ENTRY LANDSCAPE, SIGNAGE, LIGHTING AND IRRIGATION

“Landscaping” costs are limited to the entry area and Collier County permit required perimeter areas. Individual residential unit landscape costs are excluded.

“Signage and Lighting” are the costs for installation of the Entry feature in the road frontage area adjacent to Davis Boulevard, a Collier County maintained road.

“Irrigation” system installation costs are the well and pump station required to maintain the landscaping of the entry feature and Collier County permit required perimeter areas. Costs for individual residential unit connections to the irrigation distribution piping are excluded.

PROFESSIONAL SERVICES, PERMITTING, AND MISCELLANEOUS COSTS

Professional Services included but not limited to; engineering, planning, landscape architecture, environmental audit, testing, surveying, and construction inspection, will be part of the District's 2017 Project.
Federal, state and local permits and engineering plan approvals have been obtained, or are in the process of being obtained, for the construction of site infrastructure. An updated comprehensive list of the required permits and their status is included in Appendix A.
The timetable for remaining permits and modifications will be contingent upon the development schedule for the project phasing. The permit fees required for approval of the 2017 Project is also included in the project costs.
Other miscellaneous costs that the District may incur will include; legal fees, insurance, management fees, lending/bank fees, and bond fees.

SECTION 3	OPINION OF PROBABLE CONSTRUCTION COSTS OF 2017 PROJECT

3.1	SUMMARY OF COSTS OF 2017 PROJECT

Table 3 presents a summary of the 2017 Project as described in Section 2 of this Report.

[Continued on Next Page]

Fronterra CDD
First Supplemental Engineer’s Report	Page 9 of 12

TABLE 3
OPINION OF PROBABLE COST FOR 2017 PROJECT
Earthwork	$392,616	
Preserve Management	9,555	
Water Management	159,920.50	
Subtotal	$562,091.50	
Utilities	$1,138,195.62	
Subtotal	$1,138,195.62	
Entry Landscaping	$193,368	
Entry Signage	100,000	
Entry Lighting	20,832.93	
Entry Irrigation	112,500	
Subtotal	$426,699.93	
Professional Services, Permitting, and Miscellaneous Costs	

$183,012.95	
Subtotal	$183,012.95	
Total (rounded)	$2,310,000.00	

SECTION 4 REPORT MODIFICATION

During development and implementation of the improvements identified in this Supplemental Report, it may be necessary to make some modifications and deviations to the improvements. Therefore, if such deviations or modifications do not change the overall primary objective of this Report, then such changes will not materially affect the Report.
In addition, the development may undertake certain public infrastructure improvements, related to the subdivisions, which will be identified in a subsequent Engineer's Report.

Fronterra CDD
First Supplemental Engineer’s Report	Page 10 of 12

SECTION 5	ENGINEER'S CONCLUSION AND CERTIFICATION

It is my professional opinion that the infrastructure costs associated herein for the 2017 Project are reasonable to complete the construction of the infrastructure described herein and that these infrastructure improvements will benefit and add value to the District. All infrastructure costs are for public improvements or community facilities as set forth in section 190.012(1) AND (2) of the Florida Statutes. The estimate of infrastructure construction costs is only an estimate and not a guaranteed maximum price. The estimated cost is based on current unit prices for ongoing and similar items of work in Collier County for the quantities as represented on construction plans. The future costs of labor, equipment, and material; coupled with changing regulations and construction process, are beyond our control. Due to this inherent opportunity for fluctuation of cost, the total final cost may be more or less than this estimate. Assuming project construction continues in a timely manner, it is our opinion that the proposed improvements, if constructed and built in substantial accordance with the approved plans and specifications, can be completed and will meet their intended functions. Where necessary, historical costs and information from other professional or utility consultants and contractors have been used in preparation of this report. Consultants and contractors who have contributed in providing the cost data included in this report are reputable entities in the Collier County area. It is therefore our opinion that the construction of the proposed project can be complete at the cost stated.

David K. Robson, P.E.
Florida Registered Engineer No. 63786 Johnson Engineering, Inc.
251 W. Hickpochee Avenue LaBelle, Florida 33935
Phone: (863) 612‐0594
Engineering Business No. 642

Fronterra CDD
First Supplemental Engineer’s Report	Page 11 of 12

APPENDIX A
Fronterra Permits And Approvals

Fronterra CDD
First Supplemental Engineer’s Report	Page 12 of 12

COLLIER COUNTY PERMITS

PERMIT #	

DESCRIPTION	

STATUS	

DATE	
PL20160001621	EARLY WORK AUTHORIZATION	PENDING		
PL20160001622 PL20150001982	EXCAVATION PERMIT
PLANS AND PLAT (CONSTRUCTION)	PENDING PENDING		

FDEP PERMITS				
PERMIT #	DESCRIPTION	STATUS	DATE	
	WATER DISTRIBUTION PERMIT WASTEWATER COLLECTION PERMIT	NOT YET SUBMITTED NOT YET SUBMITTED		
	NPDES NOI PERMIT	NOT YET SUBMITTED		

SFWMD PERMITS				
PERMIT #	DESCRIPTION	STATUS	DATE	
11‐03810‐P	ENVIRONMENTAL RESOURCE PERMIT	APPROVED	09/09/16	
11‐03732‐W	WATER‐USE DEWATERING PERMIT	APPROVED	09/23/16	
11‐03733‐W	WATER‐USE IRRIGATION PERMIT	APPROVED	09/13/16	

FDOT PERMITS				
PERMIT #	DESCRIPTION	STATUS	DATE	
2016‐K‐192034	GENERAL USE DEWATERING PERMIT	APPROVED	06/22/16	
App. No. Undetermined
2016‐A‐192‐0036	UTILITY PERMIT
DRIVEWAY CONNECTION PERMIT	PENDING
PENDING		
2016‐A‐192‐0030	DRAINAGE CONNECTION PERMIT	PENDING		

ACOE PERMITS				
PERMIT #	DESCRIPTION	STATUS	DATE	
SAJ‐1994‐00200	ACOE INDIVIDUAL PERMIT	PENDING		

EXHIBIT 9

EXHIBIT 9

FIRST SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

March 22, 2017

Prepared for
Board of Supervisors
Fronterra Community Development District

Prepared by

Real Estate Econometrics, Inc. 707 Orchid Drive, Suite 100
Naples, FL 34102 REE-I.com

Introduction

Purpose

This First Supplemental Assessment Methodology Report (the “2017 Supplemental Report”) supplements the Preliminary Master Assessment Methodology report (“Master Methodology”) dated January 11, 2017 for the Fronterra Community Development District (“District”). The 2017 Supplemental Report refines the debt allocation and apportionment of assessments relative to the District’s issuance of capital improvement bonds consistent with the Master Methodology.

The District intends to finance a portion of the District’s Capital Improvement Program (“Improvement Plan” or “CIP”) as more fully described in the Master Methodology adopted by the District’s Board of Supervisors (“Board”) on January 11, 2017 by issuing is Capital Improvement Revenue Bonds, Series 2017 (“Series 2017 Bonds”).

The Methodology described herein has two goals: (1) determining the special and peculiar benefits that flow to the properties in the District as a logical connection from the infrastructure systems and facilities constituting enhanced use and increased enjoyment of the property; and (2) apportioning the special benefits on a basis that is fair and reasonable. The District has adopted a CIP that will allow for the development of property within the District. The District plans to fund the CIP through a combination of debt financing with the proceeds of bonds payable from special assessments, and contributions of components of the CIP by the developer(s) and other parties, or combinations of the foregoing.

Any debt repaid from the proceeds of non-ad valorem special assessments will constitute liens, co-equal with the liens of State, County, municipal and school board taxes, against properties within the boundary of the District that receive special benefits from the CIP. The Methodology herein sets forth a framework  to apportion the special and peculiar benefits from the portions of the CIP financed with the proceeds from the Series 2017 Bonds payable from and secured by non-ad valorem special assessments (the “Assessments”) imposed and levied on the developable properties within the District.

This report is designed to conform to the requirements of the Florida Constitution, Chapters 170, 190 and 197, F.S. with respect to the Assessments and is consistent with our understanding of the case law on this subject.

Background

The Fronterra Planned Unit Development (“PUD”) encompasses +/-37.35-acres with frontage on Davis Boulevard in Collier County, Florida (the “Development”). The Fronterra Community Development District covers approximately +/-33.21 acres of the Development (See Location Map – Exhibit 1 below).

Exhibit 1 – Fronterra CDD Location Map

The development plan for the land in the District includes approximately 154 single-family detached residential units of varying homesite sizes; a proposed amenity; stormwater management systems; utility infrastructure; irrigation facilities; roadways; a landscaped entry; and perimeter berms.

Table 1 below outlines the proposed Fronterra development program (“Development Program”) within the District.
Table 1. Proposed Fronterra Development Program Development Plan	Units/Sqft.
Single Family Detached Homes		154 Units Amenity	1,225 sq. ft.

Source: Developer

Use of Specific Numbers within the Tables of the Supplemental Methodology

Great diligence has been used to define the components of the Development Program defined in Table 1, the estimated par bond requirements shown in Table 3, the Apportionment per Acre Special Benefit in Table 4 and the Par Debt Apportionment shown in Table 5. The proposed Development Program, the par value of bonds, and the resultant allocations are finalized in this report and subscribe to the application of the algorithms and principles as defined in the Master Methodology.

Finance Plan

Master Development Program

CCC Fronterra, LLC is the Developer (the ”Developer”) of the property within the District. The Developer will develop the land in preparation for selling homesites to third-party users. The Development Program for the District is detailed in Table 1. The Development Program is based upon the current development plan for the lands in the District and is consistent with the approved land uses and densities set forth in the PUD.

Capital Improvement Program

Johnson Engineering, Inc. (the “District Engineer”) has identified certain infrastructure improvements comprising the District’s CIP to be financed with the Series 2017 Bonds (the “Series 2017 Project”). The Series 2017 Project is detailed in the First Supplemental Engineer’s Report (the ”2017 Bonds Engineer’s Report”) for Fronterra Community Development District dated March 3, 2017 as prepared by the District Engineer and that supplements that certain Master Engineer’s Report dated December 9, 2016.

The Series 2017 Project consists of earthwork, preserve and wastewater management; utilities; ehtry landscaping not along internal roadways, signage and lighting; professional services including permitting and misc. costs, and contingencies (the “Infrastructure Improvements”).

Table 2 of this 2017 Supplemental Report summarizes the costs associated with the proposed Infrastructure Improvements.

Table 2. Supplemental Infrastructure Improvements for Fronterra CDD.

Earthwork, Preserve and Water Management	$562,091.50	
Utility Infrastructure	$1,138,195.62	
Entry landscape, Signage and Lighting	$426,699.93	
Professional Services, Permitting and Misc. Costs	$183,012.95	

Total	===========
$2,310,000.00	
Source: District Engineer’s Report, March 3, 2017, Section 1.2, Table 1

Bond Requirements

The District intends to finance the Series 2017 Project by issuing capital improvement revenue bonds. A number of items comprise the final par bond requirements. These items include but are not limited to capitalized interest, a debt service reserve fund, underwriter’s discount, and issuance costs. Table 3 below shows the par amount of bonds required to fund the Infrastructure Improvements.

Table 3. Fronterra CDD Series 2017 Bonds Par Amount.

Average Coupon Interest Rate:		5.50% Term:	30 Years
Capitalized Interest Term:		To 11-1-17 Debt Service Reserve Fund Term:	25% of MADS1 Underwriter Discount			2.00%

Sources
Par Amount	$2,685,000.00
Uses
Construction / Acquisition Fund	2,310,000.00	
Debt Service Reserve Fund	46,278.13	
Capitalized Interest Fund	89,015.21	
Underwriter's Discount	53,700.00	
Cost of Issuance	186,006.66	
Check:	$2,685,000.00	
Source: MBS Capital Markets LLC.
1: MADS = Maximum Annual Debt Service

Assessment Methodology
Requirements of a Valid Assessment Methodology

Valid special assessments under Florida law have two requirements. First, the properties assessed must receive a special and peculiar benefit as a logical connection from the systems and services constituting improvements. The courts recognize the special benefits which flow as a logical connection peculiar to the property as enhanced enjoyment and increased use of the property which in turn may result in decreased insurance premiums, increased value and marketability. Second, the assessments must be fairly and reasonably apportioned in relation to the benefit received by the various properties being assessed.

If these two tests for lienability are determined in a manner that is informed and non-arbitrary by the Board of Supervisors of the District, as a legislative determination, then the special assessments may be levied, imposed and collected as co-equal first liens on the property. Florida courts have found that  it is not necessary to calculate benefit with mathematical precision at the time of imposition and levy so long as the levying and imposition process is not arbitrary, capricious, or unfair.

Special and Peculiar Benefit to the Property

Improvements undertaken by the District create both special benefits and general benefits. However, the general benefits to the public at large are incidental in nature and are readily distinguishable from the special and peculiar benefits which flow as a logical connection from the systems, facilities and services to property within the District in order to develop such property and use it for residential and other purposes. Absent the construction or provision of the District’s CIP, there would be no infrastructure to support development of land within the District and such development would be prohibited by law.

While the general public and property owners outside the District will benefit from the provision of District infrastructure, these benefits are incidental to the benefits derived from property within the District which is dependent upon the District’s CIP to develop the property within such boundaries. This fact alone clearly distinguishes the special and peculiar benefits which District properties receive compared to those properties lying outside of the District’s boundaries and establishes that the CIP has a nexus to the value and the use and enjoyment of the lands within the District.

Reasonable and Fair Apportionment of the Duty to Pay

The special and peculiar benefits from the component systems and facilities of the District’s Series 2017 Project have been determined and apportioned to the undeveloped land on an equal acre basis. As land is platted, the benefits will be apportioned to each developable unit as provided in this 2017 Supplemental Report.

The duty to pay the non-ad valorem special assessments is fairly and reasonably apportioned because the special and peculiar benefits to the property flowing from the acquisition and/or construction of the District’s Series 2017 Project (and the concomitant responsibility for the payment of the  resultant and allocated debt) have been apportioned to the property according to the reasonable estimates of the special and peculiar benefits including enhanced enjoyment and increased use, which may result in such positive consequences as increased value and marketability and decreased insurance premiums and conferred on the land as provided by the District’s Series 2017 Project for the reasons set forth above.

Accordingly, no property within the District will be assessed for the payment of any non-ad valorem special assessment pursuant to this 2017 Supplemental Report in an amount greater than the determined special benefit peculiar to that property and having a nexus to the value of the property or the use and enjoyment thereof.

Note that while the Amenity property identified in Table 1 constitutes  assessable property located within the District boundaries, it will not be assessed as it is a common element utilized exclusively for the benefit of the lot owners within the Development in accordance with Section 193.0235, F.S.

Structure – Infrastructure Improvements

Special and peculiar benefits flow as a logical connection to the property from the systems, facilities and services provided as a logical consequence to the property within the boundary of the District. These special benefits are peculiar to the acreage and later down to the actual platted units or parcel. The special benefits that justify imposing the assessment on the acreage include enhanced enjoyment and increased use, which may result in such positive consequences as increased value and marketability and decreased insurance premiums when levied on the various platted units or parcels of property.

Series 2017 Bonds Assessment Determination

Initial Apportionment of Benefits on an Acreage Basis

Initially, the District is comprised of a bundle of undeveloped acres with the potential for development pursuant to, and consistent with, the PUD, but upon the acquisition, construction, installation, equipping operation and maintenance of certain infrastructure. The District’s CIP identifies the Infrastructure Improvements needed for the Development pursuant to the PUD. Therefore, initially, there is a system of interlinked improvements necessary in order to develop each developable acre within the District, and, because the specific development cannot be initially determined on any one acre of land, each acre of land is benefited equally.

This “proportionate per acre” special benefit from the systems and facilities constituting the components of the CIP is illustrated by the fact that if all of the land were sold in its undeveloped state, its value to a willing buyer would be as a whole and would include the value of the land with development rights from the PUD, adjusted for the cost of development (of which the CIP would be a significant component) and further adjusted for parcel-specific development costs. Thus, each acre would be valued equally since, until development of the property takes place, development could presumably occur on any one acre as on any other. These special benefits are peculiar to the acres of property within the District and are assessed and imposed equally.

In the case of the District, the “proportionate per acre” special benefit relative to the Series 2017 Bonds is $80,849.14 (exclusive of costs of collection and statutory early payment discounts). That calculation is shown in Table 4 below.

Table 4. Fronterra CDD Apportionment per Acre Special Benefit.
Acres in CDD:	33.21
Par Amount:	$2,685,000.00 Debt per Acre:		$80,849.14

Source: Real Estate Econometrics, Inc.

The foregoing discussion demonstrates that the systems, facilities and services constituting the CIP result in special benefits peculiar to the property, whether the property is in acreage or in platted parcels. Such special and peculiar benefits include earthwork, construction of the water management system, the installation of the utility system, installation of landscaping, signage and lighting systems plus professional services, permitting and miscellaneous costs. As of the date of this assessment report, the dollar amount of the special assessment levy per acre relative to the Series 2017 Bonds is $80,849.14, which does not exceed the maximum dollar amount of the special assessment levy per acre of
$161,849.00 as set forth in the District’s Master Methodology.

Assignment of Assessments to Platted Lands

It is useful to consider the two broad states or conditions of development within the District. The initial condition is the “unplatted state”. At this point the infrastructure has yet to be installed and home sites or other development units have not been defined. In this stage, all of the developable land within the District is considered unplatted acreage (“Unplatted Acres”). In the unplatted state, all of the lands within the District receive benefit from the components of the financed Series 2017 Project and assessments would be imposed upon all of the land within the District on an equal acre basis to repay the bonds.

The second condition is the “platted state”. Land becomes platted property (“Platted Property”) when single family units are platted or non-residential land uses receive a building permit and a separate tax parcel identification number is issued for such parcel. At this point, and only at this point, is the use and enjoyment of the property fixed and determinable and it is only at this point that the ultimate special and peculiar benefit can be determined flowing from the components of the Series 2017 Project peculiar to such platted parcel. It is at this point that a specific apportionment of the assessment per unit will occur.

This apportionment of benefit shall be based on accepted practices for the fair and equitable apportionment of special and peculiar benefits in accordance with then applicable law and the procedure for the imposition, levy and collection of non ad valorem special assessments as set forth in Florida Statutes and in conformity with the Constitution and law of the State applicable to such assessments.
.
The Series 2017 Bonds Apportioned to Platted Lots

The District shall apportion the costs and debt to the land parcels within the Development through this 2017 Supplemental Report. The portion of the Master CIP being financed requires an apportionment of the debt being incurred by the installation of the Series 2017 Project financed with the Series 2017 Bonds. The CIP includes earthwork, construction of the water management system, the installation of the utility system, installation of entry landscaping, signage and lighting systems plus professional services, permitting and miscellaneous costs.

Since benefit for most of the Series 2017 Project being funded by the Series 2017 Bonds is not dependent on land use (earthwork, landscaping, signage, lighting systems and various professional services costs), the primary measurement for debt apportionment is an equivalent residential unit (“ERU”).

Moreover, because the utility connections are all basically the same size due to the equality of the product and homesite sizes, ERUs are also used for this debt apportionment.

Finally, as the ratio of the home footprint to the homesite size and resulting runoff is for all intents and purposes basically the same for the two homesite sizes contemplated for the Development, the Methodology Consultant used the same ERU calculation for the water management debt apportionment.

Since each of the Series 2017 Project elements benefit each product type equally as noted in the previous three (3) paragraphs, each product type was then given an ERU factor of 1.0.

The Methodology Consultant then took the number of homesites by size and multiplied them by the appropriate ERU to calculate the total number of ERUs for each homesite type. The total ERUs generated by each homesite size were divided by the total number of ERUs generated in the Development to obtain a percentage of total ERUs by homesite size. Those percentages were then used to calculate the apportionment of debt ascribed to each product type. That apportionment was then divided by the number of homesites in each product type to determine the apportioned assessment per homesite. Table 5 shows the par debt per unit calculation.

Table 5. Fronterra CDD Assessment Apportionment per Unit.

	
Units	
ERU	
Total ERUs	Percent of Total	Debt Apportion	Debt Per Unit	Annual Debt Payment(1)	Gross Payment(2)	
38' Homesites	97	1.00	97.00	62.99%	$1,691,201.30	$17,435.06	$1,202.03	$1,299.49	
42' Homesites	57	1.00	57.00	37.01%	$993,798.70	$17,435.06	$1,202.03	$1,299.49	
Totals	154		154.00	100.00%	$2,685,000.00				
Source: Methodology Consultant
– Calculated from the Maximum Annual Debt Service amount.
–- Grossed up for Property Appraiser/Tax Collector and Early Discount fees (7.5%.)
The annual assessment is calculated using the Maximum Annual Debt Service (MADS) from the final bond pricing numbers ($185,112.50) divided by the number of units (154). The annual assessment per unit is $1,202.03. The Consultant determined the gross assessment by including a 4% discount for early payment discount and the 3.5% collection fee split between the Collier County Tax Collector and the Collier County Property Appraiser. The annual gross assessment is $1,299.49 per unit as shown in Table 5 above.

Special Benefits of the Series 2017 Project Exceed the Costs of Series 2017 Bonds as Allocated and Apportioned

The special benefits provided to the property owners within the District are greater than or equal to the costs associated with providing these benefits. The increase in the market value to the property being benefited exceeds the cost of the improvements being constructed. Plus any infrastructure improvements not funded by the District will be constructed and conveyed to the District by the Developer, so the total Series 2017 Project benefit per unit significantly exceeds the assessments levied for the bond financed portion of the improvements. Without the Series 2017 Project, the property would not be able to be developed or sold as developed property.

5.0	True-Up Mechanism

The true up test is performed at certain stages of development in order to assure that the District’s debt will not build up on the remaining undeveloped acres of the District as it is developed in phases.  The par amount of debt will  be apportioned on the unplatted acreage in the District until such time as that vacant acreage is platted and the debt on that unplatted acreage is transferred to the individual homesites.

The test is that the debt per acre remaining on the unplatted acres is not allowed to increase above its ceiling debt per acre level as calculated below. The ceiling level of debt per acre is calculated as the total amount of debt divided by the number of unplatted acres within the District. That was already calculated in Section 3.2 and shown again in Table 6.

Table 6. Fronterra CDD Unplatted Debt Apportionment
Acres in CDD:	33.21
Par Amount:	$2,685,000.00 Debt per Acre:		$80,849.14

Source: Real Estate Econometrics, Inc.

The debt per acre used in the true up analysis is calculated as $80,849.14 as shown in Table 6 above. Thus, every time the test is applied and debt apportioned to platted homesites, the debt on the unplatted acres must remain equal to or lower than the ceiling of $80,849.14 per unplatted acre. If the remaining debt per acre exceeds the ceiling level of $80,849.14 per unplatted acre, the District would require a density reduction payment in an amount sufficient to reduce the remaining debt per unplatted acre to the ceiling amount of $80,849.14.

This test shall be applied at the time 50% of the homesites within the District as defined in the 2017 Bonds Engineer’s Report are platted. The second test shall be applied at the time 75% of the remaining unplatted homesites within the District are platted.

The third test shall be applied at the time 90% of the remaining unplatted homesites within the District are platted. Table 7 shows the true-up allocations at each particular test period. A true up test may also be applicable if, after the project is entirely platted, the development plan changes requiring an amendment to existing plats within the District. Since all of the property has been platted and the debt assigned, the true-up tests described above will only be applicable if there are amendments to the existing plat that result in a different Unit count or configuration.

Table 7. Series 2017 Bonds True-Up Mechanism

TRUE‐UP ANALYSIS	50%	75%	90%	
Cumulative Units	77	116	139	
Unallocated Units	77	38	15	
Maximum Debt Per Acre	$80,849.14	$80,849.14	$80,849.14	
Source: Methodology Consultant

If at the time the 50%, 75% or 90% tests are given it is determined that the ceiling debt is breached, the District may suspend the true-up payment if the landowners can show that there is sufficient development potential in the remaining acreage to build the densities required to amortize the bonds. A determination of the suspension of a required true-up payment will be made at the sole discretion of the District.
6.0	Covenant to Pay
All assessments levied run with the land. It is the responsibility of the  landowner of record to make or cause to be made any required true up payments due. The District will not release any liens on property for which true up payments are due until provision for such payment has been satisfactorily made.
The owner of record at the time the annual assessment roll is developed will have the responsibility to make the annual assessment payments, but in all cases true up payments must be made to enable the District to meet its debt service obligations.
7.0	Assessment Roll

The following Appendix I shows the preliminary apportioned assessments relative to the Series 2017 Bonds. The acreage shown represents 100% of the gross developable acreage within the District.

APPENDIX 1

Initial Per Acre Assessment Roll

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

Summary of Parcels, FOLIO's, Ownership and Areas
PARCEL	FOLIO	OWNER	Area In CDD	Debt Allocation	Debt Allocation	
No.	NUMBER		(Ac.+/‐)	Per Acre*	Per Unit*	
1	00297000004	CCC Fronterra LLC	23.73	$80,849.14	$17,435.06	
1	00297000004	BC Naples Investments LLP	9.48	$80,849.14	$17,435.06	
Total			33.21	$2,685,000.00		

*- Note that currently there are up to 154 homesites proposed for the development which equates to $17,435.06 debt allocation per platted homesite.
*- Also note that the Debt Allocation Per Acre and the Debt Allocation Per Unit do not include 7.5% gross up amounts for the Collier County Property Appraiser and Collier County Tax Collector
** Note that the Amenity property will not be assessed pursuant to Section 193.0235,
Please see Section 4.2 herein for more information.

EXHIBIT 10

RESOLUTION 2017-35

A RESOLUTION SETTING FORTH THE SPECIFIC TERMS OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT’S CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2017; CONFIRMING THE DISTRICT’S PROVISION OF INFRASTRUCTURE IMPROVEMENTS AND ADOPTING A FIRST SUPPLEMENTAL ENGINEER’S REPORT; CONFIRMING AND ADOPTING A FIRST SUPPLEMENTAL ASSESSMENT REPORT; CONFIRMING, ALLOCATING AND AUTHORIZING THE COLLECTION OF SPECIAL ASSESSMENTS SECURING SERIES 2017 BONDS; PROVIDING FOR THE APPLICATION OF TRUE-UP PAYMENTS; PROVIDING FOR THE SUPPLEMENT TO THE IMPROVEMENT LIEN BOOK; PROVIDING FOR THE RECORDING OF A NOTICE OF SERIES 2017 SPECIAL ASSESSMENTS; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE

WHEREAS, the Fronterra Community Development District (the “District”) has previously indicated its intention to undertake, install, establish, construct or acquire certain public infrastructure improvements and to finance such public infrastructure improvements through the imposition of special assessments on benefitted property within the District and the issuance of bonds; and

WHEREAS, the District’s Board of Supervisors (the “Board”) has previously adopted, after notice and public hearing, Resolution 2017-31, relating to the imposition, levy, collection and enforcement of such special assessments; and

WHEREAS, pursuant to and consistent with the terms of Resolution 2017-31, this Resolution shall set forth the terms of bonds actually issued by the District, and apply the adopted special assessment methodology to the actual scope of the project to be completed with a series of bonds and the terms of the bond issue; and

WHEREAS, on March 14, 2017, the District entered into a Bond Purchase Agreement whereby it agreed to sell its $2,685,000 Capital Improvement Revenue Bonds, Series 2017 (the “Series 2017 Bonds”); and

WHEREAS, pursuant to and consistent with Resolution 2017-31, the District desires to set forth the particular terms of the sale of the Series 2017 Bonds and confirm the lien of the special assessments securing the Series 2017 Bonds (the “Series 2017 Assessments”).

1

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT AS FOLLOWS:

SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Florida law, including Chapters 170, 190, and 197, Florida Statutes, and Resolution 2017-31.

SECTION 2. FINDINGS. The Board of Supervisors of the Fronterra Community Development District hereby finds and determines as follows:

On January 11, 2017, the District, after due notice and public hearing, adopted Resolution 2017-31, which, among other things, equalized, approved, confirmed and levied special assessments on property benefitting from the infrastructure improvements authorized by the District. That Resolution provided that as each series of bonds was issued to fund all or any portion of the District’s infrastructure improvements, a supplemental resolution would be adopted to set forth the specific terms of the bonds and certifying the amount of the lien of the special assessments securing any portion of the bonds, including interest, costs of issuance, the number of payments due, the True-Up amounts and the application of receipt of True-Up proceeds.

The First Supplemental Engineer’s Report- 2017 Project, dated March 3, 2017, attached to this Resolution as Exhibit A (the “Engineer’s Report”), identifies and describes the presently expected components of the improvements to be financed with the Series 2017 Bonds (the “Improvements”). The District hereby confirms that the Improvements serve a proper, essential and valid public purpose. The Engineer’s Report is hereby approved, adopted, and confirmed. The District ratifies its use in connection with the sale of the Series 2017 Bonds.

The First Supplemental Assessment Methodology Report, dated March 22, 2017, attached to this Resolution as Exhibit B (the “Supplemental Assessment Report”), applies the Master Assessment Methodology Report, dated January 11, 2017 (the “Master Assessment Methodology”) to the actual terms of the Series 2017 Bonds. The Supplemental Assessment Report is hereby approved, adopted and confirmed. The District ratifies its use in connection with the sale of the Series 2017 Bonds.

The Improvements will specially benefit all of the developable acreage within the District, as set forth in the Supplemental Assessment Report. It is reasonable, proper, just and right to assess the portion of the costs of the Improvements financed with the Series 2017 Bonds to the specially benefited properties within the District as set forth in Resolution 2017-31 and  this Resolution.

SECTION  3.	CONFIRMATION OF MAXIMUM ASSESSMENT LIEN FOR
SERIES 2017 BONDS. As provided in Resolution 2017-31, this Resolution is intended to set forth the terms of the Series 2017 Bonds and the final amount of the lien of the special assessments securing those bonds.

2

The Series 2017 Bonds, in a par amount of $2,685,000 shall bear such rates of interest and maturity as shown on Exhibit C attached hereto. The final payment on the Series 2017 Bonds shall be due on May 1, 2047. The sources and uses of funds of the Series 2017 Bonds shall be as set forth in Exhibit D. The debt service due on the Series 2017 Bonds is set forth on Exhibit E attached hereto. The lien of the special assessments securing the Series 2017 Bonds  on all developable land within the District shall be the principal amount due on the Series 2017 Bonds, together with accrued but unpaid interest thereon, and together with the amount by which annual assessments are grossed up to include early payment discounts required by law and costs of collection.

SECTION 4. ALLOCATION OF ASSESSMENTS SECURING SERIES 2017 BONDS.

The special assessments for the Series 2017 Bonds shall be allocated in accordance with Exhibit B which allocation shall initially be on a per acre basis and further allocated as lands are platted. The Supplemental Assessment Report is consistent with the District’s Master Assessment Methodology. The Supplemental Assessment Report, considered herein, reflects the actual terms of the issuance of the District’s Series 2017 Bonds. The estimated costs  of collection of the special assessments for the Series 2017 Bonds are as set forth in the Supplemental Assessment Report.

The lien of the special assessments securing the Series 2017 Bonds includes all developable land within the District, and as such land is ultimately defined and set forth in plats or other designations of developable acreage. To the extent land is added to the District, the District may, by supplemental resolution, determine such land to be benefited by the Improvements and reallocate the special assessments securing the Series 2017 Bonds and impose special assessments on the newly added and benefited property.

Taking into account capitalized interest and earnings on certain funds and accounts as set forth in the Master Trust Indenture and First Supplemental Trust Indenture, the District shall begin annual collection of special assessments for the Series 2017 Bonds debt service payments using the methods available to it by law. Debt service payments and semi-annual installments of interest are reflected on Exhibit E. The Series 2017 Bonds include an amount for capitalized interest through November 1, 2017.

The District hereby certifies the special assessments for collection and directs staff to take all actions necessary to meet the time and other deadlines imposed by Collier County for collection and other Florida law. The District intends, to the extent possible and subject to entering into the appropriate agreements with the Collier County Tax Collector and Collier County Property Appraiser, to collect the Series 2017 Assessments on platted lands using the Uniform Method in Chapter 197, Florida Statutes. The District intends, to the extent possible, to directly bill, collect and enforce the Series 2017 Assessments on unplatted lands. The District Manager shall prepare or cause to be prepared each year a tax roll for purposes of effecting the collection of the special assessments and present same to the District Board as required by law.

3

The District Manager is further directed and authorized to take all actions necessary to collect any prepayments of debt as and when due and to collect special assessments on unplatted property using methods available to the District authorized by Florida law

SECTION 5. APPLICATION OF TRUE-UP PAYMENTS. Pursuant to Resolution 2017-31, there may be required from time to time certain True-Up payments. As lands are  platted or approved for development, the special assessments securing the Series 2017 Bonds shall be allocated to the platted lands and the unplatted lands as set forth in Resolution 2017-31, this Resolution, and the Supplemental Assessment Report, including, without limitation, the application of the True-Up process set forth in Section 8 of Resolution 2017-31. Based on the final par amount of $2,685,000 in Series 2017 Bonds, the True-Up calculations will be made in accordance with the process set forth in the Master Assessment Report. The District shall apply all True-Up payments related to the Series 2017 Bonds only to the credit of the Series 2017 Bonds. All True-Up payments, as well as all other prepayments of assessments, shall be deposited into the accounts specified in the First Supplemental Trust Indenture, dated as of March 1, 2017, governing the Series 2017 Bonds.

SECTION 6. IMPROVEMENT LIEN BOOK.  Immediately following the adoption  of this Resolution these special assessments as reflected herein shall be recorded by the Secretary of the Board of the District in the District’s Improvement Lien Book. The special assessment or assessments against each respective parcel shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.

SECTION  7.  OTHER  PROVISIONS  REMAIN IN EFFECT.	This Resolution is
intended to supplement Resolution 2017-31, which remains in full force and effect. This Resolution and Resolution 2017-31 shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.

SECTION 8. ASSESSMENT NOTICE. The District’s Secretary is hereby directed to record a Notice of Series 2017 Special Assessments securing the Series 2017 Bonds in the Official Records of Collier County, Florida, or such other instrument evidencing the actions taken by the District.

SECTION 9. SEVERABILITY. If any section or part of a section of this resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

SECTION 10. EFFECTIVE DATE. This Resolution shall become effective upon its adoption.

4

PASSED AND ADOPTED this 22nd day of March, 2017.

ATTEST:	BOARD OF SUPERVISORS OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairman, Board of Supervisors

Exhibit A: First Supplemental Engineer’s Report– 2017 Project, dated March 3, 2017 Exhibit B: First Supplemental Assessment Methodology Report, dated March 22, 2017 Exhibit C: Maturities and Coupon of Series 2017 Bonds
Exhibit D: Sources and Uses of Funds for Series 2017 Bonds
Exhibit E: Annual Debt Service Payment Due on Series 2017 Bonds

5

Exhibit A

Engineers Report

FIRST SUPPLEMENTAL ENGINEER’S REPORT FOR
THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT 2017 PROJECT

March 3, 2017

Prepared by:

JOHNSON ENGINEERING, INC.
251 West Hickpochee Avenue LaBelle, FL 33935
(863) 612‐0594
EB#642

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First Supplemental Engineer’s Report	Page 1 of 12

TABLE OF CONTENTS

SECTION
INTRODUCTION	3
DESCRIPTION OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT	3
DESCRIPTION OF THE CAPITAL IMPROVEMENT PLAN	4
AUTHORIZATION	4
PURPOSE AND SCOPE	4
THE 2017 PROJECT	7
SUMMARY OF THE 2017 PROJECT	7
EARTHWORK, PRESERVE MANAGEMENT AND WATER MANAGEMENT	7
POTABLE AND SANITARY SEWER SYSTEM UTILITIES	8
ENTRY LANDSCAPE, SIGNAGE, LIGHTING AND IRRIGATION	8
PROFESSIONAL SERVICES, PERMITTING AND MISCELLANEOUS COSTS	8
OPINION OF PROBABLY CONSTRUCTION COSTS OF 2017 PROJECT	8
SUMMARY OF COSTS OF 2017 PROJECT	8
REPORT MODIFICATION	9
ENGINEER'S CONCLUSION AND CERTIFICATION	10

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First Supplemental Engineer’s Report	Page 2 of 12

TABLE OF CONTENTS (CONTINUED)

EXHIBITS

EXHIBIT 1.	CDD SITE EXHIBIT	5

LIST OF TABLES

TABLE 1.	OPINION OF PROBABLE COST FOR CAPITAL IMPROVEMENT PLAN	3

TABLE 2.	EXPECTED OWNERSHIP & MAINTENANCE OF CAPITAL IMPROVEMENT PLAN	4

TABLE 3.	OPINION OF PROBABLE COST FOR 2017 PROJECT	9

APPENDICES

APPENDIX A.	FRONTERRA PERMITS AND APPROVALS	11

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First Supplemental Engineer’s Report	Page 3 of 12

SECTION 1	INTRODUCTION

DESCRIPTION OF THE FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

The Fronterra Community Development District (the “District”) is comprised of approximately
33.21 acres in unincorporated Collier County, Florida and was established by Collier County Ordinance No. 2016‐28 effective on September 29, 2016. The District was established pursuant to Chapter 190, Florida Statutes, for the purpose of planning, financing, constructing, acquiring, operating and maintaining public infrastructure improvements.

DESCRIPTION OF THE CAPITAL IMPROVEMENT PLAN

The District has previously adopted that certain Engineer’s Report for Fronterra Community Development District, dated December 9, 2016 (the “Engineer’s Report”), outlining the scope of the infrastructure improvements necessary for development of the lands within the District (the “Capital Improvement Plan”). The scope of the Capital Improvement Plan is set forth in more detail in the Engineer’s Report.

The total cost of the Capital Improvement Plan expected to be constructed and/or acquired within the boundaries of the District is estimated to be approximately $4.7 million. Table 1 presents a summary of the Opinion of Probable Cost of the Capital Improvement Plan.
TABLE 1
OPINION OF PROBABLE COST FOR CAPITAL IMPROVEMENT PLAN

Earthwork, Preserve and Water Management	$1,444,474.70	
Utilities	$1,357,915.40	
Roadways	$484,762.65	
Landscape, Signage, Lighting and Irrigation	$480,640.00	
Professional Services, Permitting and Misc. Costs	$438,796.52	
Contingency	$472,829.46	
TOTAL	$4,679,418.73	

A revised table outlining the anticipated ownership and maintenance authority relative to the Capital Improvement Plan is set forth in Table 2 below.

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Table 2
Expected Ownership & Maintenance of Capital Improvement Plan

Facility	Funded By	O&M By	Ownership	
Drainage/Earthwork	CDD	CDD	CDD	
Roadway Improvements	Developer	HOA	HOA	
Potable Water	CDD	County	County	
Sanitary Sewer	CDD	County	County	
Irrigation	CDD	CDD	CDD	
Preserves	CDD	CDD	CDD	
Signage (Entry)	CDD	CDD	CDD	

*CDD = Fronterra Community Development District
*County = Collier County
*Developer = CCC Fronterra, LLC and/or BC Naples Investments, LLP

AUTHORIZATION

Johnson Engineering, Inc. as District Engineer, hereinafter referred to as the “Engineer”, prepared this First Supplemental Engineer's Report (the “Supplemental Report”) pursuant to the authorization of the Board of Supervisors of the District.

PURPOSE AND SCOPE

The purpose of this Supplemental Report is to present the nature, extent, and estimated cost associated with the public infrastructure improvements (the “2017 Project”) that will be funded with the proceeds of the District’s anticipated Capital Improvement Bonds, Series 2017 (the “Series 2017 Bonds”).
The Engineer has considered and, in certain instances, relied upon opinions, information, and documentation prepared or supplied by others, which may have included public officials, public entities, the Developer, engineering professionals, general contractors, and surveyors.

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EXHIBIT 1

CDD SITE EXHIBIT

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SECTION 2	THE 2017 PROJECT

SUMMARY OF THE 2017 PROJECT

The District plans to issue the Series 2017 Bonds to fund the construction and/or acquisition of certain public infrastructure improvements serving the landowners and residents of the District including, but not limited to, the following:
Earthwork, Preserve and Water Management
Potable Water and Sanitary Sewer System Utilities
Entry Landscape, Signage, Lighting and Irrigation
Professional Services, Permitting and Miscellaneous Costs

The capital improvements comprising the 2017 Project that are described in this Supplemental Report represent the present intentions of the Developer and the District. The implementation of the improvements discussed in this Report requires the final approval by numerous local, state and federal regulatory and permitting agencies. Cost estimates contained in this Report have been prepared based upon the best available information at the time. The actual cost of construction, final engineering design, planning, approvals and permitting may vary from the cost estimates presented.

The infrastructure proposed for the 2017 Project as listed above and described herein is limited to a portion of each that would make a completed residential development. The remaining infrastructure comprising the Capital Improvement Plan will be Developer funded. In addition, if actual costs of the 2017 Project exceed the Series 2017 Bonds, the Developer will provide the necessary funds to make a completed project.

EARTHWORK, PRESERVE MANAGEMENT AND WATER MANAGEMENT

“Earthwork” consists of the costs to excavate and shape the stormwater pond required to meet South Florida Water Management District design standards for issuance of a construction and operation permit when undeveloped land (pervious surface) is converted for residential and commercial purposes (combination of pervious and impervious surfaces). This lake will serve to provide stormwater storage and water quality treatment to protect the surrounding lands and land uses.

“Preserve Management” is an area within the boundary of the District that will be restored to a more natural state and set aside for the use and enjoyment of the District’s residents and visitors. Additional off site land will also be preserved to compensate for area within the project boundary that is being developed. The costs included in the 2017 Project are limited to the removal of exotic plants within the 6.37 acre onsite and off site preserve area to restore the land to a more natural state.

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First Supplemental Engineer’s Report	Page 8 of 12

“Water Management” is the cost to install the drainage features, inlets and pipes, necessary to convey stormwater runoff to the stormwater pond. The additional costs for conveying roadway runoff are excluded.

POTABLE WATER AND SANITARY SEWER SYSTEM UTILITIES

“Utilities” are the costs to install potable and sanitary systems network of piping that serves the entire residential project area. The completed utilities will be turned over to Collier County for long term operation and maintenance.

ENTRY LANDSCAPE, SIGNAGE, LIGHTING AND IRRIGATION

“Landscaping” costs are limited to the entry area and Collier County permit required perimeter areas. Individual residential unit landscape costs are excluded.

“Signage and Lighting” are the costs for installation of the Entry feature in the road frontage area adjacent to Davis Boulevard, a Collier County maintained road.

“Irrigation” system installation costs are the well and pump station required to maintain the landscaping of the entry feature and Collier County permit required perimeter areas. Costs for individual residential unit connections to the irrigation distribution piping are excluded.

PROFESSIONAL SERVICES, PERMITTING, AND MISCELLANEOUS COSTS

Professional Services included but not limited to; engineering, planning, landscape architecture, environmental audit, testing, surveying, and construction inspection, will be part of the District's 2017 Project.
Federal, state and local permits and engineering plan approvals have been obtained, or are in the process of being obtained, for the construction of site infrastructure. An updated comprehensive list of the required permits and their status is included in Appendix A.
The timetable for remaining permits and modifications will be contingent upon the development schedule for the project phasing. The permit fees required for approval of the 2017 Project is also included in the project costs.
Other miscellaneous costs that the District may incur will include; legal fees, insurance, management fees, lending/bank fees, and bond fees.

SECTION 3	OPINION OF PROBABLE CONSTRUCTION COSTS OF 2017 PROJECT

3.1	SUMMARY OF COSTS OF 2017 PROJECT

Table 3 presents a summary of the 2017 Project as described in Section 2 of this Report.

[Continued on Next Page]

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TABLE 3
OPINION OF PROBABLE COST FOR 2017 PROJECT
Earthwork	$392,616	
Preserve Management	9,555	
Water Management	159,920.50	
Subtotal	$562,091.50	
Utilities	$1,138,195.62	
Subtotal	$1,138,195.62	
Entry Landscaping	$193,368	
Entry Signage	100,000	
Entry Lighting	20,832.93	
Entry Irrigation	112,500	
Subtotal	$426,699.93	
Professional Services, Permitting, and Miscellaneous Costs	

$183,012.95	
Subtotal	$183,012.95	
Total (rounded)	$2,310,000.00	

SECTION 4 REPORT MODIFICATION

During development and implementation of the improvements identified in this Supplemental Report, it may be necessary to make some modifications and deviations to the improvements. Therefore, if such deviations or modifications do not change the overall primary objective of this Report, then such changes will not materially affect the Report.
In addition, the development may undertake certain public infrastructure improvements, related to the subdivisions, which will be identified in a subsequent Engineer's Report.

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SECTION 5	ENGINEER'S CONCLUSION AND CERTIFICATION

It is my professional opinion that the infrastructure costs associated herein for the 2017 Project are reasonable to complete the construction of the infrastructure described herein and that these infrastructure improvements will benefit and add value to the District. All infrastructure costs are for public improvements or community facilities as set forth in section 190.012(1) AND (2) of the Florida Statutes. The estimate of infrastructure construction costs is only an estimate and not a guaranteed maximum price. The estimated cost is based on current unit prices for ongoing and similar items of work in Collier County for the quantities as represented on construction plans. The future costs of labor, equipment, and material; coupled with changing regulations and construction process, are beyond our control. Due to this inherent opportunity for fluctuation of cost, the total final cost may be more or less than this estimate. Assuming project construction continues in a timely manner, it is our opinion that the proposed improvements, if constructed and built in substantial accordance with the approved plans and specifications, can be completed and will meet their intended functions. Where necessary, historical costs and information from other professional or utility consultants and contractors have been used in preparation of this report. Consultants and contractors who have contributed in providing the cost data included in this report are reputable entities in the Collier County area. It is therefore our opinion that the construction of the proposed project can be complete at the cost stated.

David K. Robson, P.E.
Florida Registered Engineer No. 63786 Johnson Engineering, Inc.
251 W. Hickpochee Avenue LaBelle, Florida 33935
Phone: (863) 612‐0594
Engineering Business No. 642

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APPENDIX A
Fronterra Permits And Approvals

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COLLIER COUNTY PERMITS

PERMIT #	

DESCRIPTION	

STATUS	

DATE	
PL20160001621	EARLY WORK AUTHORIZATION	PENDING		
PL20160001622 PL20150001982	EXCAVATION PERMIT
PLANS AND PLAT (CONSTRUCTION)	PENDING PENDING		

FDEP PERMITS				
PERMIT #	DESCRIPTION	STATUS	DATE	
	WATER DISTRIBUTION PERMIT WASTEWATER COLLECTION PERMIT	NOT YET SUBMITTED NOT YET SUBMITTED		
	NPDES NOI PERMIT	NOT YET SUBMITTED		

SFWMD PERMITS				
PERMIT #	DESCRIPTION	STATUS	DATE	
11‐03810‐P	ENVIRONMENTAL RESOURCE PERMIT	APPROVED	09/09/16	
11‐03732‐W	WATER‐USE DEWATERING PERMIT	APPROVED	09/23/16	
11‐03733‐W	WATER‐USE IRRIGATION PERMIT	APPROVED	09/13/16	

FDOT PERMITS				
PERMIT #	DESCRIPTION	STATUS	DATE	
2016‐K‐192034	GENERAL USE DEWATERING PERMIT	APPROVED	06/22/16	
App. No. Undetermined
2016‐A‐192‐0036	UTILITY PERMIT
DRIVEWAY CONNECTION PERMIT	PENDING
PENDING		
2016‐A‐192‐0030	DRAINAGE CONNECTION PERMIT	PENDING		

ACOE PERMITS				
PERMIT #	DESCRIPTION	STATUS	DATE	
SAJ‐1994‐00200	ACOE INDIVIDUAL PERMIT	PENDING		

Exhibit B

Supplemental Assessment Methodology Report

FIRST SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

March 22, 2017

Prepared for
Board of Supervisors
Fronterra Community Development District

Prepared by

Real Estate Econometrics, Inc. 707 Orchid Drive, Suite 100
Naples, FL 34102 REE-I.com

Introduction

Purpose

This First Supplemental Assessment Methodology Report (the “2017 Supplemental Report”) supplements the Preliminary Master Assessment Methodology report (“Master Methodology”) dated January 11, 2017 for the Fronterra Community Development District (“District”). The 2017 Supplemental Report refines the debt allocation and apportionment of assessments relative to the District’s issuance of capital improvement bonds consistent with the Master Methodology.

The District intends to finance a portion of the District’s Capital Improvement Program (“Improvement Plan” or “CIP”) as more fully described in the Master Methodology adopted by the District’s Board of Supervisors (“Board”) on January 11, 2017 by issuing is Capital Improvement Revenue Bonds, Series 2017 (“Series 2017 Bonds”).

The Methodology described herein has two goals: (1) determining the special and peculiar benefits that flow to the properties in the District as a logical connection from the infrastructure systems and facilities constituting enhanced use and increased enjoyment of the property; and (2) apportioning the special benefits on a basis that is fair and reasonable. The District has adopted a CIP that will allow for the development of property within the District. The District plans to fund the CIP through a combination of debt financing with the proceeds of bonds payable from special assessments, and contributions of components of the CIP by the developer(s) and other parties, or combinations of the foregoing.

Any debt repaid from the proceeds of non-ad valorem special assessments will constitute liens, co-equal with the liens of State, County, municipal and school board taxes, against properties within the boundary of the District that receive special benefits from the CIP. The Methodology herein sets forth a framework  to apportion the special and peculiar benefits from the portions of the CIP financed with the proceeds from the Series 2017 Bonds payable from and secured by non-ad valorem special assessments (the “Assessments”) imposed and levied on the developable properties within the District.

This report is designed to conform to the requirements of the Florida Constitution, Chapters 170, 190 and 197, F.S. with respect to the Assessments and is consistent with our understanding of the case law on this subject.

Background

The Fronterra Planned Unit Development (“PUD”) encompasses +/-37.35-acres with frontage on Davis Boulevard in Collier County, Florida (the “Development”). The Fronterra Community Development District covers approximately +/-33.21 acres of the Development (See Location Map – Exhibit 1 below).

Exhibit 1 – Fronterra CDD Location Map

The development plan for the land in the District includes approximately 154 single-family detached residential units of varying homesite sizes; a proposed amenity; stormwater management systems; utility infrastructure; irrigation facilities; roadways; a landscaped entry; and perimeter berms.

Table 1 below outlines the proposed Fronterra development program (“Development Program”) within the District.
Table 1. Proposed Fronterra Development Program Development Plan	Units/Sqft.
Single Family Detached Homes		154 Units Amenity	1,225 sq. ft.

Source: Developer

Use of Specific Numbers within the Tables of the Supplemental Methodology

Great diligence has been used to define the components of the Development Program defined in Table 1, the estimated par bond requirements shown in Table 3, the Apportionment per Acre Special Benefit in Table 4 and the Par Debt Apportionment shown in Table 5. The proposed Development Program, the par value of bonds, and the resultant allocations are finalized in this report and subscribe to the application of the algorithms and principles as defined in the Master Methodology.

Finance Plan

Master Development Program

CCC Fronterra, LLC is the Developer (the ”Developer”) of the property within the District. The Developer will develop the land in preparation for selling homesites to third-party users. The Development Program for the District is detailed in Table 1. The Development Program is based upon the current development plan for the lands in the District and is consistent with the approved land uses and densities set forth in the PUD.

Capital Improvement Program

Johnson Engineering, Inc. (the “District Engineer”) has identified certain infrastructure improvements comprising the District’s CIP to be financed with the Series 2017 Bonds (the “Series 2017 Project”). The Series 2017 Project is detailed in the First Supplemental Engineer’s Report (the ”2017 Bonds Engineer’s Report”) for Fronterra Community Development District dated March 3, 2017 as prepared by the District Engineer and that supplements that certain Master Engineer’s Report dated December 9, 2016.

The Series 2017 Project consists of earthwork, preserve and wastewater management; utilities; ehtry landscaping not along internal roadways, signage and lighting; professional services including permitting and misc. costs, and contingencies (the “Infrastructure Improvements”).

Table 2 of this 2017 Supplemental Report summarizes the costs associated with the proposed Infrastructure Improvements.

Table 2. Supplemental Infrastructure Improvements for Fronterra CDD.

Earthwork, Preserve and Water Management	$562,091.50	
Utility Infrastructure	$1,138,195.62	
Entry landscape, Signage and Lighting	$426,699.93	
Professional Services, Permitting and Misc. Costs	$183,012.95	

Total	===========
$2,310,000.00	
Source: District Engineer’s Report, March 3, 2017, Section 1.2, Table 1

Bond Requirements

The District intends to finance the Series 2017 Project by issuing capital improvement revenue bonds. A number of items comprise the final par bond requirements. These items include but are not limited to capitalized interest, a debt service reserve fund, underwriter’s discount, and issuance costs. Table 3 below shows the par amount of bonds required to fund the Infrastructure Improvements.

Table 3. Fronterra CDD Series 2017 Bonds Par Amount.

Average Coupon Interest Rate:		5.50% Term:	30 Years
Capitalized Interest Term:		To 11-1-17 Debt Service Reserve Fund Term:	25% of MADS1 Underwriter Discount			2.00%

Sources
Par Amount	$2,685,000.00
Uses
Construction / Acquisition Fund	2,310,000.00	
Debt Service Reserve Fund	46,278.13	
Capitalized Interest Fund	89,015.21	
Underwriter's Discount	53,700.00	
Cost of Issuance	186,006.66	
Check:	$2,685,000.00	
Source: MBS Capital Markets LLC.
1: MADS = Maximum Annual Debt Service

Assessment Methodology
Requirements of a Valid Assessment Methodology

Valid special assessments under Florida law have two requirements. First, the properties assessed must receive a special and peculiar benefit as a logical connection from the systems and services constituting improvements. The courts recognize the special benefits which flow as a logical connection peculiar to the property as enhanced enjoyment and increased use of the property which in turn may result in decreased insurance premiums, increased value and marketability. Second, the assessments must be fairly and reasonably apportioned in relation to the benefit received by the various properties being assessed.

If these two tests for lienability are determined in a manner that is informed and non-arbitrary by the Board of Supervisors of the District, as a legislative determination, then the special assessments may be levied, imposed and collected as co-equal first liens on the property. Florida courts have found that  it is not necessary to calculate benefit with mathematical precision at the time of imposition and levy so long as the levying and imposition process is not arbitrary, capricious, or unfair.

Special and Peculiar Benefit to the Property

Improvements undertaken by the District create both special benefits and general benefits. However, the general benefits to the public at large are incidental in nature and are readily distinguishable from the special and peculiar benefits which flow as a logical connection from the systems, facilities and services to property within the District in order to develop such property and use it for residential and other purposes. Absent the construction or provision of the District’s CIP, there would be no infrastructure to support development of land within the District and such development would be prohibited by law.

While the general public and property owners outside the District will benefit from the provision of District infrastructure, these benefits are incidental to the benefits derived from property within the District which is dependent upon the District’s CIP to develop the property within such boundaries. This fact alone clearly distinguishes the special and peculiar benefits which District properties receive compared to those properties lying outside of the District’s boundaries and establishes that the CIP has a nexus to the value and the use and enjoyment of the lands within the District.

Reasonable and Fair Apportionment of the Duty to Pay

The special and peculiar benefits from the component systems and facilities of the District’s Series 2017 Project have been determined and apportioned to the undeveloped land on an equal acre basis. As land is platted, the benefits will be apportioned to each developable unit as provided in this 2017 Supplemental Report.

The duty to pay the non-ad valorem special assessments is fairly and reasonably apportioned because the special and peculiar benefits to the property flowing from the acquisition and/or construction of the District’s Series 2017 Project (and the concomitant responsibility for the payment of the  resultant and allocated debt) have been apportioned to the property according to the reasonable estimates of the special and peculiar benefits including enhanced enjoyment and increased use, which may result in such positive consequences as increased value and marketability and decreased insurance premiums and conferred on the land as provided by the District’s Series 2017 Project for the reasons set forth above.

Accordingly, no property within the District will be assessed for the payment of any non-ad valorem special assessment pursuant to this 2017 Supplemental Report in an amount greater than the determined special benefit peculiar to that property and having a nexus to the value of the property or the use and enjoyment thereof.

Note that while the Amenity property identified in Table 1 constitutes  assessable property located within the District boundaries, it will not be assessed as it is a common element utilized exclusively for the benefit of the lot owners within the Development in accordance with Section 193.0235, F.S.

Structure – Infrastructure Improvements

Special and peculiar benefits flow as a logical connection to the property from the systems, facilities and services provided as a logical consequence to the property within the boundary of the District. These special benefits are peculiar to the acreage and later down to the actual platted units or parcel. The special benefits that justify imposing the assessment on the acreage include enhanced enjoyment and increased use, which may result in such positive consequences as increased value and marketability and decreased insurance premiums when levied on the various platted units or parcels of property.

Series 2017 Bonds Assessment Determination

Initial Apportionment of Benefits on an Acreage Basis

Initially, the District is comprised of a bundle of undeveloped acres with the potential for development pursuant to, and consistent with, the PUD, but upon the acquisition, construction, installation, equipping operation and maintenance of certain infrastructure. The District’s CIP identifies the Infrastructure Improvements needed for the Development pursuant to the PUD. Therefore, initially, there is a system of interlinked improvements necessary in order to develop each developable acre within the District, and, because the specific development cannot be initially determined on any one acre of land, each acre of land is benefited equally.

This “proportionate per acre” special benefit from the systems and facilities constituting the components of the CIP is illustrated by the fact that if all of the land were sold in its undeveloped state, its value to a willing buyer would be as a whole and would include the value of the land with development rights from the PUD, adjusted for the cost of development (of which the CIP would be a significant component) and further adjusted for parcel-specific development costs. Thus, each acre would be valued equally since, until development of the property takes place, development could presumably occur on any one acre as on any other. These special benefits are peculiar to the acres of property within the District and are assessed and imposed equally.

In the case of the District, the “proportionate per acre” special benefit relative to the Series 2017 Bonds is $80,849.14 (exclusive of costs of collection and statutory early payment discounts). That calculation is shown in Table 4 below.

Table 4. Fronterra CDD Apportionment per Acre Special Benefit.
Acres in CDD:	33.21
Par Amount:	$2,685,000.00 Debt per Acre:		$80,849.14

Source: Real Estate Econometrics, Inc.

The foregoing discussion demonstrates that the systems, facilities and services constituting the CIP result in special benefits peculiar to the property, whether the property is in acreage or in platted parcels. Such special and peculiar benefits include earthwork, construction of the water management system, the installation of the utility system, installation of landscaping, signage and lighting systems plus professional services, permitting and miscellaneous costs. As of the date of this assessment report, the dollar amount of the special assessment levy per acre relative to the Series 2017 Bonds is $80,849.14, which does not exceed the maximum dollar amount of the special assessment levy per acre of
$161,849.00 as set forth in the District’s Master Methodology.

Assignment of Assessments to Platted Lands

It is useful to consider the two broad states or conditions of development within the District. The initial condition is the “unplatted state”. At this point the infrastructure has yet to be installed and home sites or other development units have not been defined. In this stage, all of the developable land within the District is considered unplatted acreage (“Unplatted Acres”). In the unplatted state, all of the lands within the District receive benefit from the components of the financed Series 2017 Project and assessments would be imposed upon all of the land within the District on an equal acre basis to repay the bonds.

The second condition is the “platted state”. Land becomes platted property (“Platted Property”) when single family units are platted or non-residential land uses receive a building permit and a separate tax parcel identification number is issued for such parcel. At this point, and only at this point, is the use and enjoyment of the property fixed and determinable and it is only at this point that the ultimate special and peculiar benefit can be determined flowing from the components of the Series 2017 Project peculiar to such platted parcel. It is at this point that a specific apportionment of the assessment per unit will occur.

This apportionment of benefit shall be based on accepted practices for the fair and equitable apportionment of special and peculiar benefits in accordance with then applicable law and the procedure for the imposition, levy and collection of non ad valorem special assessments as set forth in Florida Statutes and in conformity with the Constitution and law of the State applicable to such assessments.
.
The Series 2017 Bonds Apportioned to Platted Lots

The District shall apportion the costs and debt to the land parcels within the Development through this 2017 Supplemental Report. The portion of the Master CIP being financed requires an apportionment of the debt being incurred by the installation of the Series 2017 Project financed with the Series 2017 Bonds. The CIP includes earthwork, construction of the water management system, the installation of the utility system, installation of entry landscaping, signage and lighting systems plus professional services, permitting and miscellaneous costs.

Since benefit for most of the Series 2017 Project being funded by the Series 2017 Bonds is not dependent on land use (earthwork, landscaping, signage, lighting systems and various professional services costs), the primary measurement for debt apportionment is an equivalent residential unit (“ERU”).

Moreover, because the utility connections are all basically the same size due to the equality of the product and homesite sizes, ERUs are also used for this debt apportionment.

Finally, as the ratio of the home footprint to the homesite size and resulting runoff is for all intents and purposes basically the same for the two homesite sizes contemplated for the Development, the Methodology Consultant used the same ERU calculation for the water management debt apportionment.

Since each of the Series 2017 Project elements benefit each product type equally as noted in the previous three (3) paragraphs, each product type was then given an ERU factor of 1.0.

The Methodology Consultant then took the number of homesites by size and multiplied them by the appropriate ERU to calculate the total number of ERUs for each homesite type. The total ERUs generated by each homesite size were divided by the total number of ERUs generated in the Development to obtain a percentage of total ERUs by homesite size. Those percentages were then used to calculate the apportionment of debt ascribed to each product type. That apportionment was then divided by the number of homesites in each product type to determine the apportioned assessment per homesite. Table 5 shows the par debt per unit calculation.

Table 5. Fronterra CDD Assessment Apportionment per Unit.

	
Units	
ERU	
Total ERUs	Percent of Total	Debt Apportion	Debt Per Unit	Annual Debt Payment(1)	Gross Payment(2)	
38' Homesites	97	1.00	97.00	62.99%	$1,691,201.30	$17,435.06	$1,202.03	$1,299.49	
42' Homesites	57	1.00	57.00	37.01%	$993,798.70	$17,435.06	$1,202.03	$1,299.49	
Totals	154		154.00	100.00%	$2,685,000.00				
Source: Methodology Consultant
– Calculated from the Maximum Annual Debt Service amount.
–- Grossed up for Property Appraiser/Tax Collector and Early Discount fees (7.5%.)
The annual assessment is calculated using the Maximum Annual Debt Service (MADS) from the final bond pricing numbers ($185,112.50) divided by the number of units (154). The annual assessment per unit is $1,202.03. The Consultant determined the gross assessment by including a 4% discount for early payment discount and the 3.5% collection fee split between the Collier County Tax Collector and the Collier County Property Appraiser. The annual gross assessment is $1,299.49 per unit as shown in Table 5 above.

Special Benefits of the Series 2017 Project Exceed the Costs of Series 2017 Bonds as Allocated and Apportioned

The special benefits provided to the property owners within the District are greater than or equal to the costs associated with providing these benefits. The increase in the market value to the property being benefited exceeds the cost of the improvements being constructed. Plus any infrastructure improvements not funded by the District will be constructed and conveyed to the District by the Developer, so the total Series 2017 Project benefit per unit significantly exceeds the assessments levied for the bond financed portion of the improvements. Without the Series 2017 Project, the property would not be able to be developed or sold as developed property.

5.0	True-Up Mechanism

The true up test is performed at certain stages of development in order to assure that the District’s debt will not build up on the remaining undeveloped acres of the District as it is developed in phases.  The par amount of debt will  be apportioned on the unplatted acreage in the District until such time as that vacant acreage is platted and the debt on that unplatted acreage is transferred to the individual homesites.

The test is that the debt per acre remaining on the unplatted acres is not allowed to increase above its ceiling debt per acre level as calculated below. The ceiling level of debt per acre is calculated as the total amount of debt divided by the number of unplatted acres within the District. That was already calculated in Section 3.2 and shown again in Table 6.

Table 6. Fronterra CDD Unplatted Debt Apportionment
Acres in CDD:	33.21
Par Amount:	$2,685,000.00 Debt per Acre:		$80,849.14

Source: Real Estate Econometrics, Inc.

The debt per acre used in the true up analysis is calculated as $80,849.14 as shown in Table 6 above. Thus, every time the test is applied and debt apportioned to platted homesites, the debt on the unplatted acres must remain equal to or lower than the ceiling of $80,849.14 per unplatted acre. If the remaining debt per acre exceeds the ceiling level of $80,849.14 per unplatted acre, the District would require a density reduction payment in an amount sufficient to reduce the remaining debt per unplatted acre to the ceiling amount of $80,849.14.

This test shall be applied at the time 50% of the homesites within the District as defined in the 2017 Bonds Engineer’s Report are platted. The second test shall be applied at the time 75% of the remaining unplatted homesites within the District are platted.

The third test shall be applied at the time 90% of the remaining unplatted homesites within the District are platted. Table 7 shows the true-up allocations at each particular test period. A true up test may also be applicable if, after the project is entirely platted, the development plan changes requiring an amendment to existing plats within the District. Since all of the property has been platted and the debt assigned, the true-up tests described above will only be applicable if there are amendments to the existing plat that result in a different Unit count or configuration.

Table 7. Series 2017 Bonds True-Up Mechanism

TRUE‐UP ANALYSIS	50%	75%	90%	
Cumulative Units	77	116	139	
Unallocated Units	77	38	15	
Maximum Debt Per Acre	$80,849.14	$80,849.14	$80,849.14	
Source: Methodology Consultant

If at the time the 50%, 75% or 90% tests are given it is determined that the ceiling debt is breached, the District may suspend the true-up payment if the landowners can show that there is sufficient development potential in the remaining acreage to build the densities required to amortize the bonds. A determination of the suspension of a required true-up payment will be made at the sole discretion of the District.
6.0	Covenant to Pay
All assessments levied run with the land. It is the responsibility of the  landowner of record to make or cause to be made any required true up payments due. The District will not release any liens on property for which true up payments are due until provision for such payment has been satisfactorily made.
The owner of record at the time the annual assessment roll is developed will have the responsibility to make the annual assessment payments, but in all cases true up payments must be made to enable the District to meet its debt service obligations.
7.0	Assessment Roll

The following Appendix I shows the preliminary apportioned assessments relative to the Series 2017 Bonds. The acreage shown represents 100% of the gross developable acreage within the District.

APPENDIX 1

Initial Per Acre Assessment Roll

FRONTERRA COMMUNITY DEVELOPMENT DISTRICT

Summary of Parcels, FOLIO's, Ownership and Areas
PARCEL	FOLIO	OWNER	Area In CDD	Debt Allocation	Debt Allocation	
No.	NUMBER		(Ac.+/‐)	Per Acre*	Per Unit*	
1	00297000004	CCC Fronterra LLC	23.73	$80,849.14	$17,435.06	
1	00297000004	BC Naples Investments LLP	9.48	$80,849.14	$17,435.06	
Total			33.21	$2,685,000.00		

*- Note that currently there are up to 154 homesites proposed for the development which equates to $17,435.06 debt allocation per platted homesite.
*- Also note that the Debt Allocation Per Acre and the Debt Allocation Per Unit do not include 7.5% gross up amounts for the Collier County Property Appraiser and Collier County Tax Collector
** Note that the Amenity property will not be assessed pursuant to Section 193.0235,
F.S. Please see Section 4.2 herein for more information.

Exhibit C

Maturities and Coupon of Series 2017 Bonds

Exhibit D

Sources and Uses of Funds for Series 2017 Bonds

Exhibit E
Annual Debt Service Payment Due on Series 2017 Bonds

EndiJl:

Pe.riod.	1¥.nc;p,!	COi'lpOO	lmere.t	Debt Seni- ce	Debi·S""e"n-"ic"e'

Bond	Totll
Ba!an.ce	BoodVal..ue

ll J!Hn042	l l.S62.50	21.862.;o	1S2.437.50	i95.000	795.000
05!()1/2043	1<0.000	5.500%	l l.S62.50	161.$62.50	655.000	655.000
1w 1a ,o,	18.012.50	1s.012;.o	179.875.00	655.000	655.000
0;x)l/2044	150.000	5.500%	18.012.50	16S.012.50	505.000	;_o5 000
1W ln °'4	13.S87.50	ll .S87.;o	1S1.9()().00	505.000	;_o5 000
05!()1/2045	160.000	5.500%	13.S87.50	173.88750	345.000	345.000
11/01/2045	9.487.50	9.487.50	1S3.375.00	345.000	.145.000
0;x)l/2046	170.000	5.500%	9.487.50	179.487.50	175.000	n 5.ooo
1W la 046	4.S12.50	4.S125. 0	1S4.300.00	175.000 	175.000
0;x)l/2047	175.000	5.500%	4.$12.50	179.S12.50
1w 1ao,1	179.812.50
2.685.000	2.S77.102.71	5.562.102.71	5.562.102.71