Prepared by and after recorded mail to:
Jan Albanese Carpenter, Esq.
Latham, Shuker, Eden & Beaudin,eLLP Post Office Box 3353
Orlando, Florida 32802-3353

SECOND AMENDMENT TO INTERLOCAL AGREEMENT
between
LAKE ASHTON COMMUNITY DEVELOPMENT DISTRICT
and
LAKE ASHTON II COMMUNITY DEVELOPMENT DISTRICT

THIS SECOND AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN LAKE ASHTON COMMUNITY  DEVELOPMENT  DISTRICT  AND LAKE ASHTON II COMMUNITY  DEVELOPMENT
DISTRICT (the "Second Amendment"), made effective May 11, 2015 (the "Effective Date"), is made by and between LAKE ASHTON COMMUNITY DEVELOPMENT DISTRICT, a Florida community development district  ("Ashton  CDD")  and  LAKE  ASHTON  II  COMMUNITY  DEVELOPMENT  DISTRICT,  a  Florida community development district ("Ashton II COD") and amends that INTERLOCAL AGREEMENT BETWEEN LAKE ASHTON COMMUNITY  DEVELOPMENT  DISTRICT  AND LAKE ASHTON II
COMMUNITY DEVELOPMENT DISTRICT dated January 3, 2006 and recorded at Official Records Book 8174, Page 0040 in the Public Records of Polk County, as amended by that certain First Amendment to lnterlocal Agreement Between Lake Ashton Community Development District and Lake Ashton II Community Development Distric,t dated effective October 1, 2011 and recorded December 27, 2011 in Official Records Book 8544, Page 785, of the Public Records of Polk County, Florida (collectivel,y the "lnterlocaAl greement").

WHEREAS, Ashton COD and Ashton II COO are parties to the lnterlocal Agreement relating to the developme,nmt  aintenance, operation and reciprocal use of certain real property and facilities within the respective boundaries of each of the parties thereto, as more particularly descirbedtherein; and

WHEREAS, the lnterlocal Agreement is currently in full force and effect; and

WHEREAS, in accordance with Section 12 of the lnterlocalAgreemen,tthe parties thereto may amend the lnterlocal Agreement if such amendment is reduced to writing and is executed by both parties; and

WHEREAS, both Ashton COD and Ashton II CDD have determined it to be in the best interest of each of the parties to modify and amend the lnterlocal Agreement in accordance with the terms set forth below; and

WHEREAS, Ashton CDD and Ashton II COD desrie to execute this Second Amendment in order to memorialize such amendment to the lnterlocal Agreement.

Second Amt. to lnterlocal Agt.

NOW, THEREFORE, in consideration of the mutual benefits to be realized by the parties upon the execution hereof and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Recitals.	The foregoing recitals are true and correct and are hereby incorporatedby
reference as terms.

Amendment to Exhibits and Definitions of the lnterlocal Agreement. Exhibit A, Exhibit B, Exhibit C and Exhibit D to the lnterlocal Agreement are hereby deleted in their entirety and replaced with the following definitions:

"Amenities" shall include, without limitation, roadways and related appurtenances, trails and paths, sidewalk,s clubhouse,srecreation centers, swimming pools, racquet courts and other public improvements and facilities, and shall include the "Ashton COD Property and the Ashton II Property, as applicable to each.

"Ashton COD Boundaries" shall mean the boundaries of the Ashton COD as adopted in any ordinance adopted by the City or other applicable jurisdiction establishing or amending the boundary of the Ashton COD.

"Ashton II Boundaries" shall mean the boundaries of the Ashton II COD as adopted in any ordinance adopted by the County or other applicable jurisdiction establishing or amending the boundary of the Ashton II COD.

"Ashton COD Property" shall mean the real property, improvements and Amenities owned and/or operated by the Ashton COD, including future Amenties which shall automatically become subject to this lnterlocal Agreement as of the date of acquisition or control by the Ashton COD, withoutneed for further amendment.

"Ashton II COD Property" shall mean the real property, improvements and Amenities owned and/or operated by the Ashton II COD, including future Amenities  which shall automatically become subject to this lnterlocal Agreement as of the date of acquisition or control by the Ashton II COD, without need for further amendment.

Amendment to Paragraph 2: "Ashton COD Granting of Use Rights." Paragraph 2(a) of the lnterlocal Agreement, including Exhibit E referenced therein," shall hereby be deleted in its entirety and replaced with the following:

Right to Use Roadways. The non-exclusive right to use the roadways owned by the Ashton COD and located within the Ashton COD boundarie,sfor the purpose of pedestrian and vehicular access. The Ashton COD "roadway"sdescribed in this Agreement shall include all current and future roadways and appurtenances owned by the Ashton COD and located within the Ashton COD boundaries, and shall automatically become subject to this lnterlocal Agreement as of the date of acquisition or control by the Ashton COD, without need for further amendment.

Seco nd Amt. to lnterloca l Agt.	2

Paragraph 2 of the lnterlocal Agreement shall hereby be amended to add the follow ing additional subsection as set forth below:

(c) Description of Ashton CDD Property, Roadways and Amenities. Any and all roadways, Amenities and other similar property owned and/or operated by Ashton COD shall automatically become subject to this lnterlocal Agreement as of the date of acquisition or control by the Ashton COO, without need for further amendment; and

4.. Amendment to Paragraph 3, Ashton II COD Granting of Use Rights. Paragraph 3(a) of the lnterlocal Agreement , including Exhibit F referenced therein," shall hereby be deleted in its entirety and replaced with the following:

(a) Right to Use Roadways . The non-exclusive right to use the roadways owned by the Ashton II COO and located within the Ashton II COD boundaries, for the purpose of pedestrian and vehicular access. The Ashton II COD "roadways" described in this Agreement shall include all current and future roadways and appurtenances owned by the Ashton II COO and located within the Ashton II COD boundaries, and shall automatically become subject to this lnterlocal Agreement as of the date of acquisition or control by the Ashton II COO, without need for further amendment; and

Paragraph 3 of the lnterlocal Agreement shall hereby be amended to add the following additional subsection as set forth below:

(c) Description of Ashton II CDD Property, Roadways and Amenities. Any and all roadways, Amenities and other similar property, owned and/or operated by Ashton II COD shall automatically become subject to this lnterlocal Agreement as of the date of acquisition or control by the Ashton II COD, without need for further amendment.

Amendment to Paragraph 61  Construction and Maintenance of Roadways.  Paragraph 6 of the lnterlocal Agreement shall hereby be deleted in its entirety and replaced with the following:

(a) Construction and Maintenance of Roadways . Ashton COD and Ashton II COO shall each be responsible for the construction , installation, maintenance, operation and repair of any and all roadways located on the Ashton COD Property and Ashton II COO Property, respectively ("Roadway Costs"). Ashton COO and Ashton II COO shall each reimburse the other for prior Roadway Costs paid under the lnterlocal Agreement to the other district; all such reimbursements, without interest, shall be made within one (1) year of the Effective Date, unless a written agreement between both parties is entered prior to such date extending the time for payment.
Amendment to Paragraph 9, Notices. Paragraph 9 of the lnterlocal Agreement shall be amended as below, as if originally set forth therein:
All notices, demands, approvals, requests, and other communication required or permitted under this Agreement (lnterlocal Agreement) shall be in writing and shall be deemed delivered and received upon the earlier of: (i) actual receip,t (ii) receipt of written confirmation if transmitted by facsimile or email; (iii) one day following its deposit with an overnight courier; or (iv) the third day following its deposit in a regularly maintained receptacle for the United States Mail, as certified mail, return receipt requests, postage fully prepaid, addressed to the addressee at its address set forth below, or at such other address as such

econd Am t. to lnt erlocal Agt.	3

addressee may have specified by notice delivered in accordance with this section and actually received by the addressee:

If to Ashton COD:

Lake Ashton Community Development District
c/o Governmental Management Services - South Florida, LLC 5385 N. Nob Hill Road
Sunrise , Florida 33351 Phone: (954) 721-8681
Facsimile: (954) 721-9202 Email: rhans@govmgtsvc .com

If to Ashton II COD:

Lake Ashton II Community Development District c/o Governmental Management Services
135 West Central Boulevard, Suite 320
Orlando, Florida 32801
Phone: (407) 841-5524
Facsimile: (407) 839-1526 Email: gflint@gmscfl.com

Severability. If any provision of this Second Amendment or the Land Use Restriction Agreement, as amended hereby, shall be invalid, illegal or unenforceable , the validity, legality and enforceability of the remaining portions hereof or thereof shall in no way be affected or impaired, nor shall such holding of invalidity, illegality or unenforceability affect the validity , legality or enforceability of such provision under other dissimilar facts or circumstances.

Remaining Provisions Unaffected. That, except as specifically supplemented, modified and/or amended herein, all covenants, terms, obligation and provisions of the lnterlocal Agreement shall remain unaffected and in full force and effect.

Recording and Filing; Covenants to Run With the Land. This Second Amendment shall run with the land and shall bind the parties hereto, and their successors and assigns.

Counterparts. In order to facilitate execution, this Second Amendment may be executed in as many counterparts as may be required, and it shall not be necessary that the signature of, or on behalf of, each party appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party appear on one or more of such counterpa rts. All counterparts shall collectively constitute a single agreement.

Attorneys' Fees. If either party hereto institutes an action or proceeding for a declaration of the rights of the parties Agreement , for injuncitve relief, for an alleged breach or default of, or any other action arising out of, the Agreement , or in the event any party hereto is in default of its obligations pursuant hereto, whether or not suit is filed or prosecuted to final judgment, the non-defaulting or prevailing party shall be entitled to its actual attorneys' fees and to any court costs and expenses incurred, in addition to any other damages or relief awarded.

Second Amt. to ln terlocal Agt.	4

Sovereign Immunity.

Nothing in this Second Amendment shall be deemed as a waiver of immunity or limits of liability of the District, including its supervisors, commissioners, officers, agents or employees, beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Dispute Resolution.

The parties agree to resolve disputes related to the interpretation or performance of this Second Amendment pursuant to the requirements of the Florida Governmental Conflict Resolution Act, as set forth in Florida Statutes, Section 164.101, et seq. (the "Resolution Act"), the provisions of which are incorporated into this Agreement. Notwithstanding the foregoing , upon a failure to resolve a dispute as provided in the Resolution Act, parties may avail themselves of all other available legal rights and remedies.

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

5

Second Ann , to lnterlocal Agt.
Lake Ashton/Lake Ashton 11

COUNTERPART SIGNATURE PAGE TO SECOND AMENDMENT TO INTERLOCAL AGREEMENT

IN WITNESS WHEREOF , the parties hereto have caused this Second Amendment to be executed on their behalf by duly authorized representatives as of the date first set forth above.

WITNESSES :

Jim4

LAKE ASHTON COMMUNITY DEVELOPMENT DISTRICT,
a Florida community developmentdistrict

Print:  Tr-(c./a	L, .	AJ ,;i vilS

Print:	8o,:,\	f::y  e.,\"\	

STATE OF FL'fc°A COUNTY OF	'\	

&

The foregoing instrument was acknowledged before me this _\_I _ r\ ay of J U(t.t	, 2015, by   CCA(o\  \-Oni \OUS		, as Chairman of the Board of Supervisors of the LAKE ASHTON COMMUNITY DEVELOPMENT DISTRICT, who is rj1personally known to me or [ ] has produced	asi den t  icfia  tino.     (lr\l\\,ili   '\,\;   l  LU.iQS

SEAL

•

Ctvtstine R. Wells NOTARY PUBLIC STATE OF FLORIDA Canm# FF212717
Expires 3123/2019

Notary Public
C:\f\V\')t\ ,v	R- V£,l \S
Printed Name
Commission Number: Pf 212 7 \7 
My commission expires: 3123 \ \ c1

6

Second Amt. 10 lmerlocal Agl.
Lake Ashlon/ Lake Ashton II

COUNTERPART SIGNATURE PAGE TO SECOND AMENDMENT TO INTERLOCAL AGREEMENT

IN WITNESS WHEREOF , the parties hereto have caused this Second Amendment to be executed on their behalf by duly authorized representatives as of the date first set forth above.

WITNESSES :
JAitti1i )/tlMb

LAKE ASHTON II COMMUNITY DEVELOPMENT DISTRICT,
a Florida community development district

Print: TN Lt	L.	AJ;3.aj

By:

-	c-Q  12	

Print:	fu1\  8penC

Print:  C. V-<>u.s\  ' K..\ 42   -\   	c.µ
Title:	L c.. , '<' \?e -c-50 

STATE OF FlQRIDA COUNTY OF \--0\ \.;::
The foregoing instrument was acknowledgedbefore me this l \m day of	}  u \f\...Q_	,
2015, by DO1..tl:) \Ct.S	R.c'()er-\ SD'"	, as Chairman pf Jliie Board of Supervisors of the LAKE
ASHTON II COMMUNITY DEVELOPMENT DISTRICT, who is ['f] personally known to me or [	] has
produced	asi den t  icfai  t oi n.	CGi fL\,<ili,:cl R	LLillL)
Notary Public

SEAL

•

Christine R. Wells NOTARY PUBUC STATE OF FLORIDA Comm# FF212717
Expires 3123/2019

Printed Name
CommissionNumber: E	]...127 \7 
My commission expires: 3)23 l lui

Second Amt. to l nt erlo cal Agt.	7
Lake Ashton/Lake Ashton II