Holly Hill Road East

Community Development District

12051 Cot porate Boulevartf, Orlando, FL  32817; 407-382-3256

The following is the proposed agenda for the mee1ings of the Board of Supervisors fo r the Holly Hill Road East Communily Development District, scheduled to be held

Wednesday, A ugust 15, 2018 at 10:45 a.m. at the Offices of Cassidy Homes, 346 East Central A ve., Winter Haven, FL 33880 . Questions or comments on the Board Meeting or proposed agenda may be addressed to Jane Gaarl and t at janeg@ fi shkind.com or (407) 382-3256. As always, the personal attendance of three (3) Board Members will be required to constitute a quorum.

ff you wou ld like to attend the Board Meeting by phone, yo u may do so by dialing: Phone: 1-877-864-6450 Participant Code: 454943

PROPOSED BOAlill OF SUPERVISORS' MEETJNG AGENDA

Administrative Matters

•	Roll Call to Confirm Quorum

•	Public Co1mnent Period [for any members of the public desiring to speak on any proposition before the Board]

L.	Consjderation of the Minutes of the July 18, 2018 Board of Supervisors Meeting

2.	Consideration of Resolution 2018-16, Setting FY 2019 A nnual Meeting Schedule

Financing Related Matters

3.	A menity Center Financing

A.	Consid eration  of Second  Joint  Agreement  Behveen  Holly  Hill

	Road E ast Community Development District, The North Boulevard C ommunity Development District And HHR East, LLC, Regarding The ,Joint Acquisition Of Certain Wod{ Product, Improvements And Real Property

B.	Consideration of Resolution 2 018-17, A uthorizing Not to Exceed $_______ llond Anticipation Note, Series 2018 (Amenity Center Linc of C redit) (provided under separate cover)

4.	Phase 2 Financing

A.	Presentation of tbe Amended and Restated Engineer's Report, as
amended	,

B.	Presentation of the S uppleme ntal Assessment Methodology Report (Phase 2)

S.	Consideration of Resolution 2018-18, Delegation Resolution
A.	Bond Purchase Agreement

B.	Second Supplemental T rnst Indenture

C.	Prelimjnary L imil·ecl Offering Memorandum

D.	Continuing Disclosure Agreement

Business Matters					
6.	Discussion regarding ADA Website Compliance			
7.	Ratification of Requisition No. _	for the Amenity Center Lands (provided		
	under separate cover)			37		
8.	Ratification of Payment Authorization Nos. 36 -			
9.	Review of Monthly Financials (provided under separate cover)		
Other Business					
Staff Rep01is					
	District Counsel					
	Interim Engineer					
	District Manager					
Supervisor RequestsAudienceand	Comments			
Adjournment					

Holly

Community

Hill Road East

Development District

Minutes

MINUTES OF MEETING

HOLLY

HILL

ROAD

EAST

COMMUNITY DEVELOPMENT

DISTRICT

BOARD OF SUPERVISORS'	MEETING		
			
Wednesday July 18, 2018 at 11:36 a.m.		
Offices of Cassidy Homes			
346 East Central Ave.,			
Winter Haven, Florida 33880			
Board Members present at roll call:		
Rennie Heath	Board Member		
Lauren Schwenk	Board Member		
Andrew Rhinehart	Board Member		
Scott Shapiro	Board Member		
Also, Present:			
Sarah Sandy	Hopping Green & Sams, P.A.		
Jane Gaarlandt	Fishkind & Associates, Inc.		

FIRST ORDER OF BUSINESS

Call

to

Order and Roll Call

The meeting was called to order at

11

:36 a.m. Those in attendance are outlined above.

SECOND ORDER OF BUSINESS	Public Comment Period	

There were no members

of

the public present.

THIRD ORDER OF BUSINESS

Consideration  of  the  Minutes

the	June   20,   2018   Board

Supervisors Meeting

of of

The Board reviewed the minutes

of

the June 20, 2018

Board

of

Supervisors Meeting.

On MOTION by Mr. approved the Minutes

Heath, seconded by Mr. of the June 20, 2018 Board

Rhinehart, with all in favor, the Board of Supervisors Meeting.

FOURTH ORDER OF BUSINESS	Public Hearing on the Adoption of		
	the  District's  Fiscal  Year  2018-		
			
	2019 Budget				
	a)	Public Comments & Testimony		
	b)	Board Comments			
	c)	Consideration	of	Resolution		

				2018-14,   Adopting	a	Fiscal		
				Year  2018-2019  Budget  and		
				Appropriating Funds					
Ms. Gaarlandt requested a motion to open the public hearing.					
On MOTION by Mr.  Heath,  seconded by Mr.  Rhinehart, with  all  in favor,  the Board		
opened the Public Hearing.									
Ms.  Sandy  stated that this  budget is  lower than what was  approved  as  the proposed		
budget due to a decrease in the Landscape Maintenance Contract estimates. Mr. Heath		
asked if each lot owner in Phase 1 is going to pay the gross amount and not the net. Ms.		
Sandy responded stated that lot owners will pay 4% less if they pay in November.	Ms.		
			
Sandy noted that the total gross up is 7%. Mr. Shapiro stated that the unplatted lands for		
Phases 2 and 3 will be off roll and direct billed. Ms. Sandy noted that those are assessed		
at a slightly lower ERU because they are unplatted.	Mr. Shapiro asked if District staff can		
							
add a payment schedule for the Debt Service and the unplatted lands for the O&M. Ms.		
Sandy stated that it will be part of the assessment	resolution which is the next agenda		
						
item.  Ms.  Sandy the amounts to be fill in on the budget are $211,000 for the General		
Fund, $356,467.51 for the Debt Service Fund, totaling $567,467.51.					
On MOTION by Mr.  Heath,  seconded by Mr.  Rhinehart, with all  in favor,  the Board		
approved  Resolution  2018-14,   Adopting	a	Fiscal   Year  2018-2019  Budget  and		
Appropriating Funds, subject to attaching District Management attaching a Debt Service		
fund budget to the final budget.									
Ms. Gaarlandt requested a motion to close the public hearing.					
On MOTION by Mr.  Heath,  seconded by Mr.  Rhinehaii, with all  in favor,  the Board		
closed the Public Hearing.									

FIFTH ORDER OF BUSINESS				Public Hearing on the Imposition		
					of	Special Assessments to Fund the		
					District's  Fiscal  Year  2018-2019		
					Budget										
					a)  Public Comments & Testimony		
					b)	Board Comments					
					c)	Consideration	of	Resolution		
						2018-15,		Adopting		an		
						Assessment	Roll	for	Fiscal		
						Year 2018-2019 and Certifying		
						Special		Assessments		for		
						Collection								
					d)	Consideration		of	Direct		
												
						Collection Agreement				
Ms. Gaarlandt requested a motion to open the public hearing.									
On MOTION by Mr.  Shapiro, seconded by Ms.  Schwenk, with all in favor, the Board		
opened the Public Hearing.																
There were no members of the public	present. Ms. Sandy explained that this resolution		
						on the Assessment roll. It		
levies the O&M Assessments at the amounts that are shown			
									
also  certified the Debt Service for collection.  She noted that the platted lands will be		
collected on roll  and the unplatted lands will be directly collected and noted that the		
payment dates are 50% on December	1, 2018, 25% on February		1, 2019, and 25% on		
														
May 1, 2019. Ms. Gaarlandt	requested a motion to approve Resolution 2018-15.				
																
On MOTION by Mr.  Heath,  seconded by Ms.  Schwenk,  with all  in favor,  the  Board		
approved Resolution 2018-14, Adopting an Assessment Roll for Fiscal Year 2018-2019		
and Certifying Special Assessments for Collection.											
Ms. Sandy stated that there is a Direct Collection Agreement in your agenda packet and		
District staff needs to confom which entity this should be with and explained that this		
puts into an agreement the direct collection	of the debt assessments on the uplatted	lands.		

Ms.  Shapiro  stated that the  District will need two  agreements  because there  are  two		
different landowners, for Phase 2 it would be HHR East, LLC and the other landowner		
should be Cassidy. He asked if the agreements	are assignable in case landowners change		
			agree.	Ms. Sandy suggested a		
in between. Ms. Sandy responded	that both parties have to				
					form  subject  to		
			Agreement  in	substantial			
motion  to  approve  the  Direct  Collection					

separating it out into two different agreements with the different landowners and the change of the legal description.

On MOTION by  Mr.  Heath,  seconded by Ms.  Schwenk, with all  in favor,  the  Board	
approved the Direct Collection Agreement in substantial form subject to revising it into	
two separate agreementsthe with	different landowners.	
Ms. Gaarlandt requested a motion to closehearingthepublic.	
MOTIONOn	by Mr. Shapiro, seconded by Mr. Heath, with all in favor, the Board closed	
the Public hearing.		

SIXTH ORDER OF BUSINESS

Consideration	of  Amended  and

Restated	Agreements    Between

Holly Hill Road East Community	
Development	District,	The	North	
Boulevard			Community	
Development	District	and	HHR	
East,  LLC.,  Regarding  the  Joint	
Acquisition	of	Certain	Work	
Product,  Improvements  and  Real	
property					

Mr.	MOTIONOn	Shapiro, seconded by Ms. Schwenk with all in favor, the Board Tabled	
	this item until the next meeting.	

SEVENTH ORDER OF BUSINESS

Consideration	of	
Holly  Hill  Road	
Center Land		

Acquisition	of	
East  Amenity	

Ms.  Sandy explained that both Districts	must approve the acquisition	of the Amenity		
								
Center land since both will be paying for it. She noted that the land will be in the Holly		
Hill Road East CDD so this District is the one, which will be taking title and ownership		
to the prope1iy. Ms. Sandy asked for an acquisition	at the amount of $280,000.00, which		
				back in		
is the amount that it was appraised at pursuant	to the appraisal the Board accepted			

May and the Acquisition Agreement states that the District can acquire it at that amount.		
The  acquisition will  not be  final  until  the  District receives	all  documentation that  is		

required  by  the  Acquisition  Agreement.	She  requested  approval	of the  acquisition		
		subject to receipt and		
Amenity Facility Lands at a not-to-exceed amount of $280,000.00			
				
review of the documentation required	per the Acquisition Agreement by District Counsel.		

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with 3 in favor and 1 abstained,		
the Board approved the acquisition	of Amenity Facility Lands at a not-to-exceed amount		
			required  per the		
of $280,000.00,  subject to  receipt  and  review	of the  documentation			
				
Acquisition Agreement by District Counsel.				

EIGHTH ORDER OF BUSINESS

Ratification

of

FY

2016-2017 Audit

Ms. Sandy stated that this was presented to the Board at the last meeting and approved in		
substantial form, however, District staff did not have a chance to review it at that time.		
District  staff has  since  reviewed  the  Audit  and  provided  comments  and  it  has  been		
submitted to the State. Ms. Sandy stated that in the Auditor Report under internal controls		
the  Auditor  found  a  material  weakness  but  states  that  the  problem  has  since	been		
con-ected and that there was no follow up action needed. She explained	that it had	to do		
				
with how Developer Advances were being categorized and there were some amounts		
owed by the District and paid by the Developer that were not counted on the District's		
books,  but it has  been worked  out with the  County  now  and  is  being  appropriately		
accounted for. Ms. Sandy requested a motion to ratify the Audit.				
On MOTION by Mr.  Shapiro, seconded by Mr. Rhinehart, with all in favor, the Board		
ratified the Fiscal Year 2016-2017 Audit.				

NINTH ORDER OF BUSINESS	Ratification

Authorization

of Nos. 33-35

Payment

The Board reviewed Payment Authorization Nos.

33

-	35.	

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board ratified Payment Authorization Nos. 33 - 35.

TENTH ORDER OF BUSINESS

Review

of

Monthly Financials

The Board reviewed the monthly financials. There was no Board action required at this time.

ELEVENTH ORDER OF BUSINESS	Staff Reports

District Counsel -

Ms. Sandy mentioned the discussion with John Kessler about proceeding with the next phase of financing. He has sent out some items to gather and District staff is looking to bring back the delegated resolution that would start that process at the August Board meeting.

Ms. Sandy presented the Boundary Amendment Funding Agreement from the last meeting. There was some question as to who the Developer entity should be on this agreement and right now it is Cassidy Holding Group. Ms. Schwenk stated it should J & BI Real Estate, LLC.

District

Engineer-

No Report

District

Manager-  No Report

TWELFTH ORDER OF BUSINESS	Supervisor Requests and Audience

Comments

There were no Supervisor requests or Audience comments.

THIRTEENTH

ORDER

OF

BUSINESS

Adjournment

There  were  no  other  questions  or  comments.  Ms.  Gaarlandt  requested  a  motion  to

adjourn.

On  MOTION  by  Mr.  Heath,  seconded  by  Mr.	Shapiro,  with  all  in  favor,  the  Board	
adj oumed the July 18, 2018 meeting of the Board	of Supervisors for Holly Hill Road East.	

Secretary

I

Assistant Secretary

Chai1man / Vice Chai1man

Holly

Hill

Road East

Community

Development District

Resolution 2018-16

	RESOLUTION 2018-16			
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE HOLLY		
HILL   ROAD   EAST   COMMUNITY   DEVELOPMENT   DISTRICT		
ADOPTING THE ANNUAL MEETING SCHEDULE FOR FISCAL YEAR		
2018-2019; AND PROVIDING FOR AN EFFECTIVE DATE		
WHEREAS, the Holly Hill Road East Community	Development District (the "District")		
		pursuant to  Chapter  190,		
is  a local unit of special-purpose	government created  and  existing			
				
		Florida; and		
Florida Statutes, and situated within the City of Davenport,			

WHEREAS,  the  District	is  required		
			
quaiierly, semi-annually, or annually a schedule		
meetings with local governing authorities; and		

by Section 189.015, (including date, time,

Florida Statutes, and location) of its

to file regulm

WHEREAS, fmiher, in accordance	with the above-referenced statute, the		
also publish quarterly, semi-annually, or annually the District's regulm meeting		
newspaper of general paid circulation	in the county in which the District is located.		

District shall schedule in a

WHEREAS,

the  Board  desires  to  adopt	a	Fiscal  Year  2018-2019  annual  meeting	

schedule attached

as

Exhibit

A.

NOW   THEREFORE	BE   IT   RESOLVED   BY		
			
SUPERVISORS  OF  THE  HOLLY  HILL  ROAD		
DEVELOPMENT DISTRICT:		

THE BOARD OF EAST COMMUNITY

by the

1.	The Fiscal Yem 2018-2019 annual	meeting schedule attached hereto and incorporated		
reference herein as Exhibit	A is hereby approved and shall be published in accordance with		
requirements of Florida law and also provided to applicable governing authorities.		
2.	This Resolution shall become	effective immediately upon its adoption.		

PASSED AND

ADOPTED

this

15

th

day

of

August, 2018.

ATTEST:	HOLLY HILL ROAD EAST		
	COMMUNITY DEVELOPMENT		
			
	DISTRICT		

Secretary/Assistant Secretary

Chairperson,

Board

of

Supervisors

Exhibit A:

Fiscal

Yem-

2018-2019 Ammal Meeting Schedule

EXHIBIT

"A"

BOARD OF SUPERVISORS MEETING DATES			
HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT			
FISCAL YEAR 2018-2019				
The Board of Supervisors of the Holly Hill Road East Community	Development District will hold their		
regular meetings for Fiscal Year 2018-2019 at the Offices	of Cassidy Homes,  346 East Central	Ave.,		
				
	indicated as follows:			
Winter Haven, Florida 33880 at_:_ a.m. unless otherwise				

October_,
November_

2018 , 2018

December

_,

2018

January_,
February_,

2019 2019

March

_,

2019

April_,
May_,
June_,

2019 2019 2019

						July_, 2019								
					August_, 2019							
					September _, 2019							
The meetings are open to the public and will be conducted	in accordance with the provision of Florida		
Law for Community Development Districts. The meetings may be continued to a date, time, and place to		
be specified on the record at the meeting.	A copy of the agenda for these meetings	may be obtained from		
					
12051 Corporate Blvd., Orlando,	Florida 32817 or by calling (407) 3 82-325 6.					
														
There may be occasions when one or more Supervisors or staff will paiiicipate by telephone. Pursuant to		
provisions of the Americans	with Disabilities Act, any person requiring special accommodations at this		
		or physical impainnent should contact the District Office at (407) 3 82-		
meeting because of a disability			
					If	you are hearing or speech	impaired, please contact the		
3256 at least 48 hours prior to the meeting.					
							
			(TTY)/	1-800-955-8770 (Voice), for aid in		
Florida Relay Service by dialing	7-1-1, or 1-800-955-8771				

contacting the District Office.															
A person who decides to appeal any decision made at the meeting with respect to any matter considered at		
the meeting is advised that person will need a record of the proceedings	and that accordingly, the person		
may need to  ensure that a verbatim	record	of	the  proceedings  is	made,  including	the testimony  and		

evidence upon which such appeal	is to be based.									
District Manager															

Holly

Community

Hill Road East

Development District

Amenity

Center

Financing

Holly

Hill

Road

East

Community Development District

Second

Joint

Agreement

Regarding

the

Joint

Acquisition

of

Certain Work

Product,

Improvements

and

Real

Property

SECOND AGREEMENT BETWEEN THE HOLLY HILL ROAD EAST COMMUNITY		
DEVELOPMENT DISTRICT, THE NORTH BOULEVARD COMMUNITY		
DEVELOPMENT DISTRICT AND HHR EAST, LLC, REGARDING	THE JOINT		
ACQUISITION OF CERTAIN WORK PRODUCT,	IMPROVEMENTS AND REAL		
				
PROPERTY				

THIS SECOND JOINT ACQUISITION AGREEMENT		
entered into this_ day of _____	, 2018, by and between:		

("Agreement")

is made and

HOLLY	HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT, a local unit of		
special-purpose government established pursuant to Chapter 190, Florida Statutes,		
and  located  in  the  City  of Davenpo1i,	Polk  County,  Florida,  with  a  mailing		
				
address	of 12051 Corporate Blvd., Orlando, Florida 32817 ("HHECDD");			
NORTH	BOULEVARD  COMMUNITY  DEVELOPMENT  DISTRICT,  a  local  unit  of		
special-purpose government established pursuant to Chapter 190, Florida Statutes,		
and located in City of Haines City, Polk County, Florida, with a mailing address		
of 12051  Corporate  Blvd.,  Orlando,  Florida  32817  ("NBCDD",  together	with		
			
HHECDD, referred to as the "Districts"	and individually as a "District"); and		

HIIR EAST, LLC, a Florida limited liability company,	primary Developer		
			
the District, with a mailing address  of 346 E.  Central A venue,  Winter		
Florida  33880  ("Developer",  collectively	with the  Districts  referred to		

within Haven, as the

"Parties").									
	RECITALS							
WHEREAS,	HHECDD  and NBCDD  are  local  units	of special  purpose	government		
					of		
located  entirely  within  Polk  County,  Florida that  have  been  established	for  the  purpose			
planning,  financing,	constructing,  installing,  and/or acquiring  certain improvements,  facilities		
and services in conjunction with the development	of the lands located within the Districts;	and			

WHEREAS, the Districts were created by Florida Statutes pursuant to the Uniform Community 190, Florida Statutes, as amended ("Act"), and are laws of the State of Florida; and

and established pursuant Development District Act validly existing under the

to Chapter 190, of 1980, Chapter Constitution and

WHEREAS,	the City of Davenport and the City	of Haines City have each granted the		
Districts special powers under subsection	190.012(2)(a) to	"plan, establish, acquire, construct	or		
					
reconstruct, enlarge or extend, equip, operate, and maintain additional systems and facilities for:		
parks and facilities for indoor and outdoor recreational, cultural, and educational uses" pursuant		
to City of Davenp01i Ordinance 8-14 and City of Haines City Ordinance	17-1555, respectively;		
				
and								
WHEREAS,	HHR  EAST,  LLC,  the  developer	of  the  lands  within  HHECDD,		
("Developer"), has approached the Districts expressing a desire for one or more of the Districts		

to acquire ce1iain amenities, as detailed and more specifically	described in HHECDD's Amended		
and Restated Engineer's Report	dated March 21, 2018, and NBCDD's	Engineer's Report dated		
				as		
		amended, the	"Engineer's Reports"), attached hereto			
April 2017 (together, as subsequently					
					
Composite Exhibit A and by reference incorporated herein (the "Amenities");	and			

WHEREAS,  the  HHECDD  Board  of  Supervisors	("HHECDD  Board")  and		
NBCDD Board of Supervisors ("NBCDD Board," and together	with the HHECDD Board,		
"Boards" and individually as  a "Board") would like to jointly	acquire and/or constrnct		
			
operate the Amenities; and					

the the and

WHEREAS,	the  Act authorizes	the  Districts to  issue  bonds for  the  purpose,  among		
others, of planning,	financing,	constrncting or acquiring, operating and/or maintaining ce1iain		
											of the Districts; and		
infrastructure, including the Amenities, within or without the boundaries			
							
WHEREAS,	as originally	established, approximately	fifty five percent (55%)	of the total		
											
residential units expected to be developed within the Districts are located within the boundaries		
of HHECDD and approximately forty five percent (45%) of the total residential	units expected to		
be developed within the Districts are located within the boundaries ofNBCDD; and			
WHEREAS,	the Districts	have accordingly determined that HHECDD is the appropriate		
															
location for the Amenities to be located; and										
WHEREAS,	the  Districts	have  and presently  intend to  further  finance  the  planning,		
							and							
design, acquisition, construction,	and installation of the Amenities;								

WHEREAS,	to promote equity	and fiscal efficiency, the Boards	pursuant to	that ce1iain		
				22, 2017, desire for		
					of September			
Interlocal Agreement by and between the Districts dated as				
		defined)	to fund the		
both of the Districts to issue a proportionate	share the Bonds (hereinafter				

acquisition and/or construction	of the Amenities; and									

Joint

WHEREAS,	the Parties previously entered into that ce1iain	Agreement		
Acquisition Agreement of Certain	Work Product, Improvements,  and Real		

Regarding the Property dated

September  22,  2017;  regarding  the  financing  and  acquisition	of	certain  work  product,		
improvements, and real estate constituting	all or a portion	of	the Amenities	attributable to the		
							
			Agreement");	and					
first phase of each District	("Initial Joint Acquisition							

WHEREAS, NBCDD has issued	its $4,965,000 Special Assessment Bonds, Series 2017		
								and/or construction of	a		
(the "NBCDD Phase 1 Bonds"),	in part to  finance  the  acquisition				
							
			with  Phase	1 in	NBCDD,	including  p01iions  of the		
portion  of the  infrastructure  associated							
Amenities; and																	
WHEREAS,  HHECDD  has  issued	its  $4,160,000  Special  Assessment Bonds,  Series		
2017 (the "HHECDD Phase 1 Bonds,"	and together with NBCDD Phase 1 Bonds, the "Phase	1		
				
Bonds"), in part to finance	the acquisition and/or construction	of a portion of the infrastructure		
					and				
								the Amenities;					
associated with Phase 1 in HHECDD, including portions of						

2

WHEREAS, the Districts intend to use a portion of the J1 hase I Bond proceeds to acquire certain work product, improvements, and real eslate constituting a portion of the Amenities attributable to the fi rst phase of each District pursuant to the Initial Joint Acquisition Agreement; and

WHEREAS, the Districts and Developer presently intend to enter into U1is Agreement regarding the financing and acquisition of the remainder of the Amenities not funded from the proceeds of the Phase 1 Bonds, currently estimated to be $ l , I I 0,000 (the "Unfunded Amenities

Cost''); and

WHEREAS, the Districts intend to finance alJ or a po1iion of the Unfunded Amenities
t	Cos in an amount not to exceed $ 1, I I 0.000 through the use or proceeds from tha1 certain Bond Anticipation Note (Amenity Center Line of Credit) (the "Note") and/or portions of the proceeds from the issuance of one or more series of bonds associated with future phases in each District (the "Future Phase Bonds," and together with the Nole, the «Fuhtre Amenity Bonds"); and

WHEREAS, the Distticts have not had sufficient monies on hand to allow the Districts to contract directly for: (i) the preparation of the surveys, testing, repoL1s, drawings, plans, permits, specifi cations, and related documents necessary to complete the Amenities ("Work Product"); or (ii) construction and/or installation of all of the improvements comprising the Amenities (''Improvements"); and

WHEREAS, the Districts acknowledge the Developer's need lo commence or cause commencement of developme1Jt of the lands within the Districts in order to maintain certain pe1mits and entitlements associated with the land within the Districts; and

WHEREAS, in order to avoid a delay in the commencement of lhe development of the Work Product and/or the Improvements, the Developer has advance funded certain of the Work Product and/or Improvements, and Developer may cause f'tmds to be advanced and/or the Improvements to be completed to the extent that the proceeds of the Fulure Phase Bonds are insufficient to do so; and

WHEREAS, tl1e Developer and the Dist1icts are entering into this Agreement to set forth the process by which the Districts may acquire the Work Product, the Improvements, and any
e	relat d real property interests ("Real Property") from Developer.

NOW, THEREFORE, based upon good and va luable consideration and the mutual. covenants of the Parties, the receipt of which and sufficiency of which ai:e hereby aclrnowledged, the Parties agree as follows:

1.	INCORPORATION OF RECITALS. The recitals stated above are true and cotTcct and by this reference are incorporated as a material part of th is Agreement.

2.	WORK PRODUCT AND IMPROVEMENTS. The Parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by thi s Agrecmenl on such dale or dates as the Parties may jointly agree upon

3

.	Subject to	any applicable	legal requirements (e.g.,		
("Acquisition Date")			from tax exempt bonds), and the		
those laws governing the use of proceeds			
Agreement,  the  Districts  agree  to  acquire  completed  Work	Product		
comprising the Amenities.						

but not limited	to,	
requirements of	this	
and	Improvements	

a.

Request for	Co11 veya11ce and S 11pporli11g Documeutation	-	When  Work		
Product or Improvement	s are ready	fo r conveyance by or on behal Cof the		
		.cts, the	Developer shall	notify		
									
Developer to IIHECDD	on behalf of the Distri	of	the	Work Product and/01·		
		describing	lhe nature					
the Djstricts		g,								
	in writin									to	provide,		
Improvement and estimated cost.  Additionally, Developer agrees				
at or prior to the Acquisition Date, the followi.ng: (i) documentation	of	actual		
costs paid, (ii)	instruments of conveyance such as	bi ll s of sale or such	other		
instruments as	may be requested by	the Districts, and (iii) any other	releases,		
warranties,	indemnificat ions  or  documentation	as	may	be	reasonably		
requested by the Districts.											

b.

Costs -	Subject to any applicable legal requirements (e.g., but not limited Lo,		
those  laws  governing	the  use  of	proceeds	from  tax  exempt  bonds),  the		
availability of proceeds from U1e Future Amen ity Bonds, and the requirements		
of thjs Agreement, the	Districts shall pay the	lesser	of (i)	the actual cost of		
creation/construction	of the Work Product or Improvements, and (ii)	the fair		
											not	to exceed		a total		
market value of the  Work Product or Improvements						
amount	of $ 1,110.000.00 (One Mi llion One	fl untlrcd	ren	Thousand	Dollars		
and	No	Cents).  The Developer shall provide copies	of any and all invoices,		
bllsi	, receipts, or other	evidence of	costs incurred	by the Developer for any		
												
				Each	DistTict's District Engineer shall		
Work Product and/or Jmprovemcnts.				
				both District Boards whether		
review all evidence of	cost and sha	ll	certi fy	to			
the cost being paid is the lesser of (i)	the actual cost of crcation/constructjon		
of the Work Product or lmprovcmen	ts,	and	(ii) the	fair market value	of the		
				.	The	opinion  of	cost	of each	District's		
Work Product or Improvements						Engineer's	Certificate	which		
District Engineer shall	be set forth  in a Joint					
									for the		
		fimds from each District's trustee			
shall accompany the requisition for				
Future Amenity Bonds	("Trustee").															

c.

Co11 veyallces on "As Is	11	Basis -  Unless otherwise agreed, all conveyances	of		
									
Work Product and/or Improvements shall be on an "as is" basis.  1n addition,		
the Developer agrees	to	assign, transfer and convey to I IHECDD on behalf	of		
					
		ll rights against any and all firms	or entities which may		
the Districts any and a				
have caused any latent	or patent defects, including,	but not limited to, any and		
						
		forms of indemnification.					
all warranties and other						

d.

Rigltt to Rely	0 11   Work Product and Releases	-	The Developer	agrees  to		
release lo	lIHECDD	on	behalf	of the Districts	all  right, title, and  interest		
which  the	Developer	may  have	in  and  to  any	Work	Product	conveyed		
hereunder, as	well as all		on	law, statutory, and other	reserved igr  hts,		
		comm						renewals		
including	all	copyrights	in  the	Wo rk Product and extensions and			

4

thereof under United States law and throughout the world, and all publication		
rights and all subsidiary rights and other rights in and to	the Work Product	in		
				
all fo1ms, mediums, and media,	now known or hereinafter devised; provided		
			on a non-exclusive basis to	the extent		
that Developer may make such release				
that Developer reasonably dete1mines that Developer requires such rights in		
connection with the ownership	or operation of the lands owned		by Developer		
								
							the Districts. To the		
within the Districts and/or	the future sale of lots within			
										
extent dete1mined necessary by the Districts, the Developer shall reasonably		
obtain all releases from any professional providing services in connection with		
the  Work  Product to  enable the  Districts  to  use  and	rely	upon	the	Work		
Product.  The Districts agree to allow the Developer	access	to	and use	of the		
Work Product without the payment	of any fee by the Developer.	However, to		
			causes the		
			of the Work Product			
the extent the Developer's	access to and use				
							
					such	as copying costs, the Developer		
Districts to incur any cost or expense,				
												
agrees to pay such cost or expense.													

e.

Transfers	to	Third Party	Governments  -	If any  item	acquired	is  to	be		
						agrees	to		
										
conveyed to	a third party governmental body, then the Developer				
cooperate	and  provide	such  certifications,		documents,	bonds,  wananties,		
and/or forms	of security	as	may be required	by that governmental body,	if		

any.											

f.

Permits -  The  Developer	agrees	to  cooperate  fully  in the  transfer	of	any		
permits to HHECDD on behalf	of	the Districts or a governmental	entity with		
				to	this		
		Improvements  conveyed  pursuant				
maintenance  obligations  for  any					
Agreement,  provided  that	HHECDD	on  behalf  of the  Districts	or	such		
						
governmental  entity  accepts  the  associated  operation  and  maintenance		
obligations.									

g.

Engineer's  Certification		-	HHECDD  shall  accept	any  completed	Work		
													
Product and/or Improvements following each District's District Engineer (or		
other consulting engineer reasonably acceptable	to the Districts),	in his/her		
professional  opinion,	is		able  to		certify	that,	in  addition		to	any	other		
requirements of law:	(i)	the Work Product and/or Improvements are part	of		
the Amenities; (ii) the price for such Work Product and/or Improvements does		
not exceed the lesser of the cost of the Work Product	and/or Improvements or		
the fair market value	of the Work	Product and/or Improvements; (iii) as to		
Work Product, the Work Product	is capable of being used for the purposes		
		to  any  Improvements,	the  Improvements		
intended by the Districts,	and,  as					
						are	capable	of		
				their  specifications,	and						
were  installed  in  accordance  with								
			and	(iv)	as	to  any		
perf01ming the functions  for which they were  intended;							
Improvements, all known plans, permits and specifications necessary for the		
operation and maintenance	of the Improvements are complete	and on file with		
						to		
					or are capable	of being transferred,			
the Districts, and have been transfened,					

the Districts for operations and maintenance responsibilities.							

5

3.	CONVEYANCE OF REAL PROPERTY.	The Developer	agrees that it will		
convey to HHECDD on behalf	of the Districts at or prior to the Acquisition Date, as dete1mined		
	special  wan-anty  deed  or  other  instrument  acceptable  to  the		
solely  by  the  Districts,  by  a			
HHECDD Board together with a metes and bounds or other description, the Real Property upon		
which  any  Improvements  are  constructed  or  which  are  necessary  for  the  operation  and		
maintenance of, and access to, the Improvements.				

a.

Cost.	The  Parties  agree  that  all  Real  Property	shall  be  provided  to  the		
			are included	as		
Districts at no cost, unless	(i) the costs for the Real Property				
						
			price for the Real Property is less		
part of the Amenities, and (ii) the purchase			
	the  Real  Property,	based  on	an		
than  or  equal  to  the  appraised	value  of					
						
appraisal obtained by the District for this purpose.  The parties agree that the		
purchase  price  shall  not  include  amounts  attributable  to		the  value	of		
Improvements on the Real Property and other Improvements serving the Real		
Property that have been, or will be, funded by the Districts.					

b.

Fee  Title  and  Other  Interests	-	The  Districts  may  dete1mine	in  their		
					
reasonable discretion that fee title for Real Property is not necessary and in		
such cases HHECDD shall accept such other interest in the lands upon which		
the Improvements are constructed	as the Districts deem acceptable, such as		
				
non-exclusive easement interests.					

c.

Developer Reservation	-  Any  conveyance  of Real  Property  hereunder	by		
special wan-anty deed or other instrument shall be subject to a reservation by		
Developer of its right and privilege	to use the area conveyed to	enable the		
	any   Improvements   and	any  future		
construction  by  third	parties	of				
improvements to such area for any related purposes (including, but not limited		
to, construction vehicle ingress and egress relating to the Development) not		
inconsistent with the Districts' use, occupation or enjoyment thereof.			

d.

Fees, Taxes, Title Insurance	-The Developer shall pay the cost for recording		
	required, if any, for the conveyance of the Real		
fees and documentary stamps			
Property upon which the Improvements are constructed.  The Developer shall		
be responsible for all taxes and assessments levied on the Real Property upon		
which the  Improvements	are  constructed until  such time	as	the  Developer		
			At the time of conveyance,	the Developer		
conveys all said lands to HHECDD.				
				
			policy  or  other		
shall  provide,  at  its  expense,  an  owner's  title  insurance			
evidence of title in a form satisfactory	to the Districts.				

e.

Bounda,y  Adjustments  -	Developer	and  the  Districts  agree  that  future		
		deemed	reasonably necessary by all		
boundary adjustments may be made as				
parties  in  order to  accurately	describe  the  Real  Property  conveyed to  the		
Districts and lands which remain in Developer's ownership.  The parties agree		
that any Real Property transfers made to accommodate such adjustments shall		
be accomplished by donation.  However, the party requesting such adjustment		
shall pay any transaction costs resulting from the adjustment, including but		

6

4.

	not limited to taxes, title insurance, recording fees or other costs.		Developer		
	agrees that	if a court or other governmental	entity determines that a re-platting		
			necessary,	Developer shall pay or		
	of the Real Property within the Districts		is				
	cause a third party to pay all costs and expenses associated with such actions.			
TAXES, ASSESSMENTS, AND COSTS.																			
a.	Taxes	and	Assessments  on  Property  Being Acquired.		The	Districts	are		
	exempt governmental units acquiring property pursuant to this Agreement for		
	use exclusively for public purposes.  Accordingly, in accordance with Florida		
	law, the Developer agrees to place in escrow with the County tax collector an		
																	assessments									
	amount equal to the cu1Tent	ad valorem taxes and non-ad valorem							
				ad		valorem  taxes  and  non-ad  valorem		
	(with	the	exception	of  those						
								prorated to the date		of transfer	of title,		
	assessments levied by the Districts)						
	based upon the  expected assessment and millage rates  giving effect to  the		
	greatest discount available for early payment.															
	i.	If, and only to the extent the property	acquired by HHECDD is subject		
																	
			to  ad valorem taxes  or non-ad valorem  assessments,  the Developer		
			agrees to reimburse HHECDD for payment, or pay on its behalf, any		
			and	all  ad valorem taxes  and non-ad valorem	assessments	imposed		
			during the calendar year in which	each parcel of property	is		conveyed.		
																				
	ii.	Nothing in this Agreement	shall prevent the Districts from  asserting		
														imposed,	if any, on		
			any rights to challenge any taxes or assessments				
														
			any property of the Districts.																						
b.	Notice.   The Parties agree to  provide	notice to the other within thirty (30)		
				potential or actual taxes, assessments,		
	calendar days of receipt of any notice	of				
	or costs, as a result of	any transaction	pursuant to this Agreement,	or notice	of		
										
	any other taxes, assessments, or costs imposed on the property acquired by the		
	Districts as  described in subsection		a.		above.	The Developer	covenants to		
														
					a timely manner in accordance  with		
	make  any payments  due hereunder in				
	Florida law.  In the event that the Developer fails to make timely payment	of		
	any	such	taxes,  assessments,	or  costs,	the	Developer		acknowledges	the		
	Districts' right to make such payment.			If the Districts make such payment,		
				Districts  within thirty	(30)	calendar		
	the Developer agrees	to  reimburse		the						
	days		of  receiving  notice	of	such  payment,  and	to	include	in	such		
	reimbursement any fees, costs, penalties, or other expenses which accrued to		
	the Districts as a result of	making	such a payment, including interest at the		
											of the  payment	made by the		
	maximum rate  allowed by law from the  date				
										
	District.																											
c.	Tax liability not created.  Nothing herein	is	intended	to create or shall create		
								or the Districts.		
	any new or additional tax liability	on behalf	of the Developer			
												
	Furthermore, the parties reserve all respective rights to challenge, pay under		

7

protest,  contest or litigate the imposition		
good faith they believe  is unlawfully or		
cooperate in good faith in the challenge	of		

of any tax,	assessment, or cost	
inequitably	imposed and  agree	
any such imposition.	

in to

5.			ACQUISITIONS	AND  FUTURE  AMENITY	BOND  PROCEEDS.	The		
							Bonds  to  finance	their		
						the  issuance  of	Future Amenity					
Districts  shall  in  good	faith  pursue							
														
			In the event that either District issues Future Amenity		
respective portions of the Amenities.			
Bonds and has bond proceeds	available to pay for  any portion	of the	Amenities acquired	by		
						
HHECDD on their behalf,		and subject to the terms of the applicable documents relating	to the		
			applicable,	then the District shall promptly make payment for any		
Future Amenity Bonds, as					
									pursuant to	the  terms	of this		
such acquired  Work Product,  Improvements  or  Real  Property					
Agreement; provided, however, that in the event the District's bond counsel determines that any		
such acquisitions are	not properly compensable for	any	reason,	including, but not limited to		
federal tax restrictions imposed on tax-exempt financing, the District	shall not be obligated	to		
make payment for such acquisitions.		Pursuant to this Agreement,	interest shall not accrue on any		
														
amounts owed for any prior acquisitions, unless otherwise provided for in connection with Note.		
In the event		either District does not or cannot issue sufficient	bonds within five	( 5) years from		
the  date  of	this  Agreement	to	pay  for  all  acquisitions  hereunder,  and,  thus  does  not  make		
payment to the Developer for any unfunded acquisitions, then the Parties agree that  such District		
shall have no payment or reimbursement obligation whatsoever for those unfunded acquisitions,		
unless otherwise provided for in connection with Note.	The Developer acknowledges that the		
Districts may convey some or all	of	the Work Product	and/or Improvements to a general purpose		
unit of local government	(e.g., the County) and consents to the Districts'  conveyance	of such		
						
							prior	to any paymentmade	being		by the Districts.						
Work Product and/or Improvements											
																				
6.																	.	The Developer and Districts	agree		
			COMPLETION OF IMPROVEMENTS														
and acknowledge that the Districts' Phase 1 Bonds and proposed Future Amenity Bonds may		
provide only	a portion	of		the funds  necessary to  complete the  improvements	comprising the		
Amenities.		Therefore, Developer hereby agrees to complete, cause to be completed, provide		
funds or cause funds	to	be provided	to the Districts in an amount sufficient to allow the Districts		
								of	the  Amenities	which  may  remain		
to  complete	or  cause	to	be  completed,  those  portions					
unfunded	including,	but			not  limited  to,  all  administrative,	legal,	waITanty,  engineering,		
permitting	or other related	soft costs (collectively the "Remaining Improvements")	whether		
				including	change  orders	thereto,	or future  contracts.		Nothing		
pursuant to	existing	contracts,								
herein  shall		cause  or	be		construed	to	require  the  Districts  to  issue  additional	bonds	or		
													
																.							
indebtedness	to provide funds for any portion of the Remaining Improvements								

7.	DEFAULT.  A default	by any party under this Agreement	
to all remedies available at law or in equity, which may include, but not be	
damages and/or specific performance.		

shall entitle the others limited to, the right of

8.	ATTORNEYS' FEES AND COSTS.  In the event that any party is required	to	
enforce  this  Agreement  by  court  proceedings  or  otherwise,  then  the  Parties  agree  that  the	
prevailing party shall be entitled to recover from the other all fees and costs incmTed, including	
reasonable  attorneys'  fees  and  costs  for  trial,  alternative  dispute  resolution,  or  appellate	
proceedings.			

8

this and

9.	AMENDMENTS.

Agreement may be made only the Developer.

Amendments to by an instrument

and waivers of in writing which

the provisions contained in is executed by each District

10.	AUTHORIZATION	.	The execution of this	Agreement	has been duly authorized		
								
				each District  and the  Developer;  the Districts  and the		
by the  appropriate body  or official		of			
Developer have complied	with all the requirements of law;	and the Districts	and the Developer		
					
		to comply with the terms and provisions	of this instrument.		
have full power and authority				

11.	NOTICES.	All notices,	requests, consents and other communications under this		
				and shall be delivered,  mailed by First Class Mail,		
Agreement	("Notices") shall be in writing			
								
postage prepaid, or overnight delivery service, to the parties, as follows:				

A.

If to

HHECDD:

Holly Hill Road East Community Development District

12051 Corporate Blvd.

Orlando, Florida 32817

Attn:  District Manager

B.

With a copy to:

lfto NBCDD:

Hopping Green & Sams, PA			
119 South Momoe Street, Suite 300		
Post Office Box 6526			
Tallahassee, Florida 32314			
Attn: District Counsel			
North	Boulevard Community	Development District		
				
12051 Corporate Blvd.			
Orlando, Florida 32817			
Attn:	District Manager			

With a copy to:

Hopping Green & Sams, PA

119 South Momoe Street, Suite 300

Post Office Box 6526

Tallahassee, Florida 32314

Attn: District Counsel

C.

If to Developer:

With a copy to:

HHREAST, LLC

346 E. Central A venue

Winter Haven, FL 33880

Attn: Scott Shapiro

Straughn & Turner, P .A

255 Magnolia Avenue, S.W.

Winter Haven, Florida 33880

Attn: Richard Straughn

9

	Except as otherwise provided	in this Agreement, any Notice shall be deemed received		
	only upon actual delivery at the address set forth above.  Notices delivered after 5:00 p.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-Districts and counsel for the Developer may deliver		
						and the Developer, respectively.  Any party or other person to		
	Notice on behalf of the Districts			
											and addressees of	any change		
	whom Notices are to be sent or copied may notify the other parties				
	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.											
	12.	ARM'S LENGTH	TRANSACTION.  This Agreement has been negotiated fully		
										length transaction.	All	parties		
	between HHECDD, NBCDD,		and the  Developer as  an arm's					
					advice	of counsel.	In the		
								the								
																		
	participated fully in the preparation	of this	Agreementreceivedand			this Agreement, all parties	are		
								of				
	case of a dispute concerning the interpretation of any provision					
							
	deemed to have drafted, chosen, and selected the language, and the doubtful language will not be		
or	interpreted	construed against	either	of the Districts or the Developer.							
																				
	13.										.	This Agreement is solely for the benefit	of		
		THIRD PARTY BENEFICIARIES				accrue upon or by reason,	to		
											shall						
	the Districts and the Developer		and no right or cause	of action			Agreement.	Nothing	in	this		
									a formal	party to  this						
	or for the  benefit of any  third party not								
											
	Agreement expressed or implied is intended or shall be construed to confer upon any person or		
	corporation other than the Districts and the Developer any right, remedy, or claim under or by		
	reason of this Agreement or any	of	the provisions or conditions	of this Agreement; and all of the		
	provisions, representations, covenants, and conditions contained in this Agreement shall inure to		
	the sole benefit of and shall be binding	upon the Districts and the Developer and their respective		
														
	representatives, successors, and assigns.													

14.	ASSIGNMENT.  No Party to this Agreement may assign this Agreement or any
		the	without	prior written approval	of each of the other Parties		
monies to become due hereunder										
hereto.												
15.	TERMINATION.		This Agreement	may be te1minated upon the earlier	of (i) the		
								
District's	acquisition  of	all  Work	Product,  Improvements,  and  Real  Property  related  to  the		
						or (ii) execution of an instrument	in		
Amenities, and payment		herein;						
	of the same, all as provided						
writing by each District and the Developer providing for such te1mination.				

16.	APPLICABLE  LAW  AND  VENUE.   This  Agreement  and  the  provisions
contained herein shall be construed, interpreted and controlled according	to the laws of the State		
of Florida.  Each party consents	that the venue for any litigation	arising out of or related to this		

Agreement shall be in Polk County, Florida.				
17.	PUBLIC RECORDS.	The Developer understands and agrees that all documents		
		in connection with this Agreement may be public records		
of any kind provided to the Districts			
					
and treated as such in accordance	with Florida law.				

10

18.	SEVERABILITY.	The  invalidity	or  unenforceability	of	any  one  or  more		
				or enforceability	of the  remaining		
provisions  of	this  Agreement	shall not  affect the validity				
				not  held		to  be  invalid  or		
				of	this  Agreement					
portions  of  this  Agreement,  or  any  part							
								
unenforceable.													

19.	LIMITATIONS  ON  GOVERNMENTAL  LIABILITY.    Nothing  in  this
Agreement shall be deemed	as a waiver of immunity or limits	of liability of the Districts beyond		
	of immunity or limits of liability	which may have been adopted by		
any statutory limited waiver				
		or other law,  and nothing in this		
		768.28, Florida Statutes,			
the Florida Legislature in Section				
								
			of any third paiiy for the purpose of allowing any claim		
Agreement shall inure to the benefit			
which would otherwise be barred by sovereign immunity or by other operation	of law.			
					
20.	HEADINGS FOR CONVENIENCE ONLY.  The descriptive headings in this		
Agreement are for convenience only and shall not control nor affect the meaning or construction		
of any of the provisions of this Agreement.								
21.	COUNTERPARTS.		This  Agreement  may	be  executed	in	any  number  of		
counterparts, each of which	when executed and delivered shall be an original; however, all such		
counterparts	together  shall  constitute,  but  one  and  the  same  instrument.	Signature  and		
acknowledgment pages, if any, may be detached	from the counterparts and attached	to a single		

copy of this document to physically		form one document.							

22.	EFFECTIVE DATE.

2018.

This Agreement shall be

effective

as

of

------·

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

11

WHEREFORE, the Parties below execute this Agreement.

Witness:

HOLLY HILL ROAD EAST	COMMUNITY	
DEVELOPMENT DISTRICT		

Print Name

Witness:

Print Name

Witness:

Chairperson, Board of Supervisors

Attest:	--------------		
			
	Secretary		

NORTH BOULEYARD COMMUNITY DEVELOPMENT DISTRICT

Print Name

Witness:

Print Name

Witness:

Print Name

Chairperson, Board of Supervisors

Attest:	--------------		
			
	Secretary		
IIlIR EAST, LLC		
By: Landmark Investment Services, LLC		
Its: Manager		

Witness:

Print Name

By:
Its:

-------------- ---------------

12

EXHIBIT

A

AMENITIES

13

Holly Hill Road East

Community Development District

Resolution 2018-17 (provided under separate cover)

Holly

Hill

Road

East

Community

Development District

Phase

2

Financing

Holly

Hill

Road

East

Community

Development District

Amended

and

Restated

Engineer's

Report

HOLLY HILL ROAD EAST

COMMUNITY DEVELOPMENT DISTRICT

FIRST AMENDMENT TO THE AMENDED AND RESTATED

ENGINEER'S REPORT

PREPARED FOR:

BOARD OF SUPERVISORS

HOLLY HILL ROAD EAST

COMMUNITY DEVELOPMENT DISTRICT

PREPARED BY:

Engineering
~	LLC

1925 Bartow Road • Lakeland, FL 33801 • 863-940-2040

JUNE 2018

HOLLY

HILL

ROAD

EAST

COMMUNITY

DEVELOPMENT

DISTRICT

TABLE

OF

CONTENTS

I.

II.

PURPOSE	1

AMENITY CENTER	1

LIST0FTABLES

&

EXHIBITS

EXHIBIT

7-SUMMARY

OF

PROBABLE

COST

Exhibit 7

Holly Hill Road East

Community Development District

Summary of Probable Cost

f::lmu  bet of Lois			204		100		182		486		
3	6		Phase 1		Phase 2 Ill		Phase 3(1l		Tota l		
In fras tru ctu re11(	l										
Offsite Improvements 1Hs1111			$	120,000	$	125,000	$	180,000	$	425,000		
Stormwater Management ll)(l l(3IISJl6ll71	$	2,427,600	$	1,190,000	$	2,165,800	$	5,783,400		
Utilities (Water, Sewer, & Street Lighting)	$	1,142,400	$	560,000	$	1,019,200	$	2,721,600		
(l)l&)(7)(9)												
Hoadway ll)[4)1Sll7l			$	882,300	$	432,500	$	787,150	$	2,101,950		
Entry Feature & Slgnage 1H7i<~l			$	100,000	$	170,000	s	365,000	$	635,000		
												
Parks and Amenities 111111			$	404,963	$	210,000	$	382,200	$	997,163		
Contingency			$	200,000	$	105,000	$	191,000	$	496,000		
TOTAL			$	5,277,263	$	2,792,500	$	5,090,350	$	13,160,1]3		

Not es:

1.	Infrastructure consists of roadway improveme nts, Stormwater management facilities, master sanitary sewer lift station and utilities, entry f eature, landscaping and signage, dan en ighborhood parks.

2.	Excludes grading of each lot in conjunction wit h home construction, whicw ill be provided by home builder.
3.	Includes Stormwat er pond excav tion.

4.	Includes sub-grade, base, asph lt paving, cu rbing, and civil/site engineering.

5.	Includes subdivision infrastructure and civil/site engineering.

6. St ormwater doeson t incldeu grading associat ed Wit h building pads. 7. Estimat es are based on 2018 cost.
8.	Includes entry features, signage, h rdscape, landscape, irrigation and fencing.

9. COD will enter into a Light ing Agreement with Duke eEn rgy for the street light poles and lighting service.

10. Estimates based on 486 lots.

Parcel ID Numbers
~	272705-726000-040140			
::::::i.  1.				
2.	272705-726000-040130	i -		
3.   272705-726000-040120			
4.	272705-726000-040210			
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!!ennis   .	--	-	OiACE: l863) 940-2040			
			FAX:	1863) ~0-2044	~		
Wood r.	·	•	CELL:	1863) 662-0018			
- Engineering	1925 BARTOW ROAD	D		
-		u.c	LAKELAND, Fl 33801			

DENNIS WOOD, PROFESSIONAL ENGINEER
EMAIL: denniswoodengineering@gmail.com

EXISTING  DISTRICT

EXPANSION  PARCELS

EXHIBIT 1

LOCATION MAP - CITY OF DAVENPORT HOLLY HILL ROAD EAST COD EXPANSION

NO

SCALE

Composite Exhibit 8

Holly Hill Road East Community Development District

Summary of Probable Cost

Number of Lots		204		100		182		142		628		
lnfrastcu£turn	13116		Phase 1		Phase 2		Phase 3		~		Total		
	1	fQnstructed		2018		2019		2020				
												
Ottslte Improvements 1Hs1111		$	120,000	$	125,000	$	180,000	$	125,000	$	550,000		
Stormwater M anagement 111(~l(llfs1(61l7)	$	2,427,600	$	1,190,000	$	21165,800	$	1,700,000	$	7,483,400		
Utilities (Water, Sewer, & Street Lighting) 111s)(1J101	$	1,142,400	$	560,000	$	1,019,200	$	800,000	$	3,521,600		
	1												
Roadway (ll(~IISl(71		$	882,300	$	432,500	$	787,150	$	615,000	$	2,716,950		
Entry Feature & Signage (1)(71(8)		$	100,000	$	170,000	$	365,000	$	280,000	$	915,000		
		$		$						$			
Parks and Amenities 11(71			404,963		140,000	$	255,037	$	100,000		900,000		
1													
Contingency		$	200,000	$	105,000	$	191,000	$	150,000	$	646,000		
TOTAL		$	5,;!H,263	$	2,122,500	$	4,963,~87	$	3,770,000	$	16,732,950		

Notes:

1.	Infrastructure consists of roadway improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and

neighborhood parks.

2.	Excludes grading of each lot in co njunction with home construwillction, which	be provided by

home builder.

3.	Includes Stormwater pond excavation.

4.	Includes sub-grade, base, asphalt paving, curbing, and civil/sit e engineering.

5.	Includes subdivision infrastructure andi c vil/sit e engineering.

6.	Stormwater does not include grading associated with building pads.

7.	Estimates are based on 2018 cost.

8.	lticludes entry features, signage, hardscape, landscape, irrigation and fencing.

9.	CDD will enter lnto a Lighting Agreement with Duke Energy for the street light poles and lighting service.
10.	Estimates ba sed on 628 lots.

Composite Exhibit 8

Holly Hill Road

East

Community Development District

Summary

of

Proposed District Facilities

District Infrastructure

Entry Feature & Signage

Stormwater Facilities

Lift Stations/Water/Sewer

Street Lighting/Conduit

Road Construction

Construction

District

District

District

District

District

Ownership

District

District

City of Davenport

District

District

Capital Financing*

District Bonds

District Bonds

District Bonds

District Bonds

District Bonds

Operation and

Maintenance

District

District

City of Davenport

District

District

Parks and Amenities	District	District	
Offsite Improvements	District	District	
*Costs not funded by bonds will be funded by the developer	

District Bonds

District Bonds

District

Polk County

Holly

Hill

Road

East

Community

Development District

Supplemental

Assessment

Methodology

Report

FISHKIND

&

ASSOCIATES

SUPPLMENTALASSESSMENT

METHODOLOGY

REPORT,

PHASE

2

HOLLY

HILL

ROAD EAST

COMMUNITY

DEVELOPMENT

DISTRICT

August

3,

2018

Prepared

for:

Members of the Board of Supervisors,		
Holly Hill Road East Community	Development		

District

Prepared

by:

Fishkind

&

Associates,

Inc.

12051

Corporate

Boulevard

Orlando,

Florida

32817

SUPPLEMENTAL

ASSESSMENT

METHODOLOGY REPORT

(PHASE

2)

HOLLY

HILL

ROAD

EAST

COMMUNITY

DEVELOPMENT

DISTRICT

August

3,

2018

1.0 1.1

Introduction																														
Purpose																															
This	Supplemental	Assessment	Methodology	(Phase	2),	dated	August	3,	2018		
("Supplemental Methodology")	provides	a system		for	the	allocation	of	non-ad		valorem		
special	assessments securing	the	repayment of bond	debt planned	to		be issued	by	the		
							District ("District") to fund	beneficial public		
Holly Hill Road East	Community	Development				
infrastructure  improvements  and	facilities.	This		Supplemental	Methodology	operates		
							"Amended & Restated	Master	Assessment Methodology	Report"		
															
pursuant to the District's												amended	and	restated		the		
dated  March  21,	2018  ("Methodology"),  which  effectively							
								
District's"Master	Assessment Methodology Report,"	dated	September 20, 2017	("Original		
Methodology") in		order	to  reflect	an amendment	to	the District'sboundaries to		include		
additional acres	and	associated	infrastructure	improvements	not	included in	the	Original		
Methodology. The Methodology	applied	herein	has	two goals:	(1)	quantifying the	special		
benefits received	by	properties	within	the	District	as	a result	of	the	installation	of	the		
District'simprovements	and facilities, and (2) equitably	allocating the costs incurred by the		
District	to provide	these	benefits	to properties in	the	District.																
The	District	plans	to	implement	a capital improvement	program	("GIP")		that	will		allow for		
the	development	of property within the District.	The	District	plans	to fund	the majority	of its		
								non-		
GIP through	bond	debt	financing.	This bond	debt will be repaid	from	the proceeds	of			
ad	valorem	special	assessments	levied by	the District'sBoard	of	Supervisors.		These		
special assessments will serve as  liens against	properties	within the  boundary	of	the		
District	that	receive	a	special	benefit from	the GIP.	This	Methodology is	designed to		
conform to	the requirements of	Chapters 170,	190,	and 197 of	the	Florida	Statutes		with		
respect	to special assessments	and is	consistent	with	our	understanding of	the	case	law		
on this	subject.																														

1.2

Background																		
The District, as	amended, includes approximately 111.52 gross acres	of property	within		
			and to		
its boundaries.	The District	is generally located to the	south of	Forest	Lake	Drive			
the east of	Holly Hill Road within the City of Davenport,	Florida.	At	build-out,	the District		
is expected	to contain	approximately 486 single-family	lots, landscaping, common and		
recreation	areas,  and	related	infrastructure.	The District previously	issued	its	Series		
2017 Special Assessment	Revenue Bonds to  fund	infrastructure	specially	benefiting		
Phase 1 within	the District.	The District now	desires	to issue	the	Special	Assessment		
Revenue	Bonds, Series 2018	("Series	2018 Bonds") to	fund the infrastructure	specially		
					plan for		
benefiting	the properties within	Phase	2	(described in	Exhibit "A") The land	use			
Phase 2	within	the District	is	found	in	Table	1 (all	tables are found in	the	attached		
Appendix).																			

1.3

Special	Benefits and General	Benefits																		
																							
Improvements undertaken by the	District create both	special	benefits and general	benefits		
to  property	owners located within and surrounding	the	District.	However,	the	general		
benefits	to	the public at	large are	incidental in	nature	and	are	readily distinguishable from		
the	special	benefits which accrue	to	property located	within	the	District.	It is the	District's		
CIP	that enables properties within	the District'sboundaries to	be	developed.	Without	the		
						the		
District'sCIP	there would be no	infrastructure	to support	development	of land	within			
								be		
District.	Without these	improvements development	of property	in the	District	would				
prohibited by	law.																							
There is no	doubt that	the general	public and property	owners	outside	the	District	will		
benefit	from	the provision of District	infrastructure.	However,	these are	incidental	to	the		
District'sCIP, which is	designed		solely to	meet the needs	of	property	owners	within	the		
										or		
District.	Properties outside the	District do	not	depend upon	the	District'sCIP	to obtain,			
										
to  maintain,	their development	entitlements.	This	fact	alone	clearly	distinguishes	the		
special	benefits  which	District	properties	receive  compared	to  those	properties	lying		
											
outside	of the District'sboundaries.																			

1.4

Requirements of a Valid Assessment	Methodology				
					
For special assessments to be valid under Florida law,	.	First,		
	there are two requirements	for via		
the properties assessed must receive a special benefit	from the improvements paid			
the assessments.  Second, the assessments must be fairly and reasonably allocated to the		
properties being assessed.					

2

2.0

2.1

If these	two		characteristics of valid  special	assessments	are	adhered to,	Florida		law		
										in		
provides	some latitude to legislative bodies, such as the				Board	of Supervisors,			
		District's	that	the mathematical		
approving					.	Indeed,	Florida courts	have found				
	special assessments										if the	District'sBoard	was		
perfection of	calculating	special benefit	is	likely impossible.	Only					
												
to act	in	an	arbitrary, capricious,	or	grossly unfair fashion	would	its	assessment methods		
be overturned.																							
CIP Plan of	Finance																							
Phased Infrastructure	Installation																				
The	District	will  install	its  CIP	on	a	phased  basis,  as	outlined	in	more	detail		in		the		
"Amended	and Restated Engineer'sReport",	dated	March	21, 2018,	as	amended	by		that		
certain "First	Amendment to the	Amended and Restated Engineer'sReport",	dated	June,		
									
2018								Report"),	both	as prepared	by Dennis Wood	Engineering,		
	(collectively, "Engineer's										the District will install	the		
							As.	outlined	in	the			Report,				
LLC	("District						Engineer's														
		Engineer'')										A description of	the District's		
infrastructure	necessary to serve	the lands within Phase 2.				
Phase	2	lands can be found in Exhibit	"A". The District infrastructure and	improvements	for		
							
Phase	2	are	designed	to  serve	and	specially benefit	the	lands	within  Phase 2.			The		
estimated	costs for Phase 2 are presented in Table	2.															

2.2

Bond Requirements

The District intends to finance	the majority of its CIP by issuing	bonds.	These bonds are		
being  issued  in	several  series,	as	development progresses	within	the	District.	The		
							Series		
District'sSeries	2018 Bonds will	fully	or partially fund the costs	for Phase	2.  The			
2018 Bonds will	be supported	by assessments imposed	solely to properties located	within		
							
Phase 2.														
The details of the Series 2018	Bonds issuance required	to fund	Phase	2 is found	in	Table		
3.  As shown in Table 3,	the Series 2018 Bonds include several component funds typical	of		
				
similar bonds, including	funds	to	pay capitalized interest,	establish a debt service	reserve,		
									
and pay the costs of issuance associated with the Series	2018 Bonds.							

3

3.0

Assessment

Methodology

3.1

Assessment Foundation																							
The assessment		methodology	associated with the allocation	of	the costs of	the CIP	is	a		
four-step	process.	First,	the	District	Engineer	determines	the	costs	for the	District's		
infrastructure and related improvements.	Second,	an	estimate		of the	amount	of bonds		
required	to		finance	the	infrastructure	improvements	is	calculated.	Third,		the	District		
Engineer	outlines	which	parcels benefit	from the	provision	of each phase of infrastructure		
and  improvements.	Finally,	the	as-financed	costs	of	the	infrastructure		and	related		
											relative		
improvements are allocated to	the benefiting properties	based	on	the approximate			
					("ERU")		
benefit each unit	receives as expressed by	that unit'sEquivalent	Residential	Unit			
Factor.																														
In allocating	special	assessments	to	benefiting property, Florida governments	have used	a		
variety of methods	including,	but	not limited to,	front footage, area,	trip	rates, equivalent		
residential		units,	dwelling	units,	and	acreage.	Fishkind	has	determined		that	an		
assessment	methodology	based	on	equivalent	residential	unit	("ERU")	values	is		
appropriate.	These	ERU values equate the benefit	received	by		a stated amount	of such		
particular	land use	category to the	benefit	received	by a typical	single-family residence.		
The use of	ERU	values to estimate the	benefit derived	from infrastructure improvements	is		
recognized	as a	simple,	fair, and	reasonable method	for apportioning	benefit.		ERU values		
are a commonly		accepted	method	for calculating special	benefit	assessments	in	Florida.		
Here, Fishkind has chosen	to assign an	ERU value of 1.0 to each	single-family	lot.					

3.2

Allocation of Specific Assessments															
The	CIP	cost estimates	are	outlined in	Table	2	and described in	detail	in	the Engineer's		
Report.	The details of	the	Series	2018 Bonds issuance	required to fund	Phase	2 are		
shown	in	Table 3.	The	principal and related	assessments	to secure	the	Phase 2	Bonds		
will	be	equally allocated	among the lots	planned	for Phase 2.	The	resulting	bonds principal		
and	related annual debt service assessments	assigned to	each	lot	within	Phase 2 are		
shown	in	the corresponding	Table	4.	Table	4	becomes	important	as	the	land within	a		
														
phase	is	platted,	as  specific	bond	debt	service assessments will	be	assigned	to  the		
individual Development	Units	(as that term	is	defined below) within the relevant phases	at		
this	time.																					

4

3.3

Assignment of Specific Assessments							
Assessments securing bonds issued to fund	Phase 2 properties will initially be assigned	to	
Phase 2 properties	on  an  equal	per-acre	basis.	The Series 2018 Bond assessments	
("Series 2018 Assessments") for	this phase will then	be equally divided among the	lots	
within such	phase,	as property is	initially platted.	The	final	assignment of bond debt	to	a	
specific lot	does not	take place until the land	containing	that	lot is platted.			

3.4

True-Up	Mechanism																													
In	order											bond	debt will	not build	up on	the unplatted	land	within		
		to ensure that the District's											Initially, the Series 2018		
each	phase,	the District shall	periodically apply	a	"true-up"	test.				
Bonds	assessments	shall	be	allocated	across	Phase 2.		This	bond	debt	shall, prior	to		
platting,	be allocated	equally to	each of	the	undeveloped	developable	acres	within	Phase		
2.	As	property within	Phase 2	is platted,	"true-up" or	density	reduction payments may		
become	due	based	upon	the	amount of bond	debt	assessments	initially	assigned	to phase.		
For example, as outlined	in Table 3, it is	estimated that	$2,680,000	in	bonds principal	will		
							is		
be	allocated	to Phase 1 at	the	time of	issuance.	This		$2,680,000	in bonds principal			
										is		
expected to	be allocated	equally	to the 100	lots planned	for	Phase 2	at	the time	Phase 2			
platted.	However,	should	it	happen at	the	time	of platting that	only	99 lots	have been		
identified in the plat,	the owner	of Phase 1 at	the time of	platting	will be	required		to make	a		
true-up	payment to	the District	equal to	the	bonds principal assessment assigned	to	one		
single-family residence.	The	bonds	principal	true-up test	shall be	applied at the	completion		
of	the	platting of 50%,		75%,	90%,	and	100%	of the	developable	acreage within such		
phase.		It is	the responsibility	of	the landowner of	record	of the	affected parcel to make	or		
cause	to be	made	any	required	true-up	payments due.		This true-up obligation	runs	with		
the land	within the	District.	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	true-up	thresholds for	the	lands	within Phases	1 are	found in	the	table below.					
								Series	2018 Bonds	True-Up Thresholds										
Category											50%			75%					90%				100%		
																																
Ph.	2	Developed Acres								11.0			16.4					19.7				21.9		
Ph.	2	Undev. Acres										11.0			5.5					2.2					0.0		
Debt per Undev. Ph.	2 Acre					$122,263			$122,263			$122,263			$122,263		

5

4.0

In the event that additional	land	not	currently	subject	to the assessments required to repay		
the debt	associated	with Phase 2	is	developed	in	such a	manner as	to	receive	special		
										be		re-		
benefit from Phase	2	improvements,		it	is contemplated		that	this	Methodology	will					
applied to	include such new parcels.		The	additional	land,	as	a	result of applying	this		
										all		
Methodology,	will	be allocated	an	appropriate share	of the	special	assessments, while			
then-assessed parcels will receive	a relative adjustment	in	their assessment	levels.						
												
Contribution	of District Infrastructure	and/or Improvements													
																									
The  costs		of	the	District's CIP	will	likely	be	funded		by		two	mechanisms.	The		first		
mechanism is	the	issuance	of special	assessment bonds.		The second	mechanism is		the		
contribution	of funds or CIP	components	to	the	District	("Contribution").	Property	owners		
											by		
within the	District	will	have	the	opportunity to make	such	a	Contribution	upon	approval			
													
the District.																																					
A District	property owner'sContribution	will	give rise	to	assessment credits	that	can	be		
applied by	the property owner	to	reduce	or eliminate	bond	debt service	assessments	that		
											
would otherwise be	assigned to lands	within	the	District	to	fund the	costs of the	CIP.	Prior		
to a property	owner	reducing	or	eliminating bond	debt		service	assessments	through a		
Contribution,	it	must	be	shown	that	the  improvements		funded	or contributed	by		the		
property	owner	are	a component	of	the	CIP, as outlined	in	the					Report.		The		
									Engineer's						the		
property	owner	will	be permitted	to	apply assessment	credits equal to the	value of				
Contribution plus	the	costs	of financing	the improvement(s) that	would	otherwise	have		
											
been incurred	by	the	District if	the	District were	required	to	issue	bonds to		fund	or	acquire		
the improvement(s)	(such	that	the	property	would	not	be	responsible	for		bond financing		
costs if	the	Contribution was made	prior	to	the						issuance of special	assessment		
						District's											in	the		
bonds).	A	property	owner	possessing	assessment credits due to a Contribution will,				
District'sdiscretion,	have	the	opportunity to use the	assessment	credits		to	adjust	bond		
debt service assessment levels of Development	Units.																			

6

5.0

Bond Assessment Roll										
As  described	above,  the  Phase  2 lands  will	be  allocated  Phase  2 Series	2018	
Assessments.	The table	below	outlines the initial	Series	2018	Assessments for the	lands	
within Phase	2.  As land	within	Phase 2 is platted, the	Series 2018 Assessments will be	
refined	as outlined herein. The	legal descriptions	of	the	land	included within	Phase 2 is	
found	in Exhibit "A". The	Series 2018 Assessments	shall	be	paid in not more	than	thirty	
(30) annual installments.										
		Preliminary Assessment Roll (100 Lots) (2)			

Parcel ID {2) 272705726000020153 272705726000020140 272705726000020151 272705726000020120

Acreage 3.92 4.46 3.70 9.85

Series 2018

Bonds

Princigal

Assessment

$534,227

$544,202

$509,843

$1,091,729

Bond Princigal Assessment ger Acre $136,422 $122,073 $137,944 $110,835

Series 2018

Bonds Gross Annual Assessment {1) $39,653 $40,394 $37,843 $81,034

Series 2018	Bonds	
Gross	Annual	
Assessment ger	
Acre (1)	
$10,126	
	$9,061	
$10,239	
	$8,227	

Total,

Phase 2		21.92	$2,680,000	$122,263		$198,925		
				County Property Appraiser	and Tax Collector and the		
(1)	Values include a 7.0%	gross-up to account for the fees of the				
	payment discount.	associated with the amenity center on parcels ending in "-0153"; "-0140"	and "-0151" (estimated)		
(2)	Excludes acreage				

statutory

early

$9,075

7

EXHIBIT

A-

PHASE

2

(100

LOTS)

TRACTS

12-16

IN

THE

SOUTHEAST

1/4

OF

SECTION

5,

TOWNSHIP

27

SOUTH,

RANGE

27

EAST,

FLORIDA

DEVELOPMENT

COMPANY,

ACCORDING

TO

PLAT

THEREOF

RECORDED

IN

PLAT

BOOK

3,

PAGES

60

THRU

63,

PUBLIC

RECORDS

OF

POLK

COUNTY,

FLORIDA,

LESS

AND

EXCEPT

THAT

PART

OF

TRACTS

15

AND

16

DESCRIBED

AS

FOLLOWS:

COMMENCE

AT

THE

INTERSECTION

OF

THE

NORTH

LINE

OF

SAID

TRACT

16

AND

THE

EAST

RIGHT-OF-WAY

LINE

OF

HOLLY

HILL

ROAD

ACCORDING

TO

THAT

CERTAIN

QUIT

CLAIM DEED RECORDED IN  OFFICIAL RECORDS	BOOK 781, PAGE 713 OF	
RECORDS OF POLK COUNTY, FLORIDA; THENCE	SOUTH 00°29'37"EAST,	

THE PUBLIC ALONG SAID

EAST

RIGHT-OF-WAY

LINE,

A

DISTANCE

OF

190.60

FEET

TO

THE

POINT

OF BEGINNING

FOR THIS	DESCRIPTION;	THENCE		
89°37'22"EAST,  A DISTANCE	OF		

DEPARTING	SAID	EAST	RIGHT-OF-WAY	LINE,		
16.28 FEET	TO  THE  RADIAL	INTERSECTION		

NORTH WITH A

CURVE

CONCAVE

SOUTHEASTERLY

HAVING

A

RADIUS

OF

25.00

FEET;  THENCE

NORTHEASTERLY ALONG THE

OF 90°48'01"(CHORD = 35.60

ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE/DEL TA FEET, CHORD BEARING = NORTH 45°01'22"EAST) FOR A

DISTANCE OF

39.62

FEET

TO

THE

POINT

OF

TANGENCY;

THENCE

SOUTH

89°34'37"EAST,

A DISTANCE OF 384.80 FEET; THENCE SOUTH

FEET; THENCE		WEST,		
	SOUTH 00°25'23"		
89°34'37"EAST,	A DISTANCE OF	120.00		

A DISTANCE OF	110.00	
FEET; THENCE	SOUTH	

00°25'23"

WEST,

A

DISTANCE

OF

95.00

FEET;

THENCE

NORTH

89°34'37''WEST,

A

DISTANCE OF

541.81

FEET,

TO

THE

AFOREMENTIONED

EAST

RIGHT-OF-WAY

LINE OF

HOLLY

HILL ROAD;

THENCE

NORTH

00°29'37"WEST,

ALONG

SAID

EAST

RIGHT-OF-WAY

LINE,

A

DISTANCE

OF

179.45

FEET

TO

THE

POINT

OF

BEGINNING.

THE

ABOVE  DESCRIBED

LANDS

BEING

SUBJECT

TO

AN

EASEMENT

FOR

INGRESS-

EGRESS,

CROSS

ACCESS

AND

PARKING

OVER

AND

ACROSS

THAT

PART

OF

TRACTS

15

AND

16

IN

THE

SOUTHEAST

1/4

OF

SECTION

5,

TOWNSHIP

27

SOUTH,

RANGE

27

EAST,

FLORIDA

DEVELOPMENT

COMPANY,

ACCORDING

TO

PLAT

THEREOF RECORDED

IN

PLAT

BOOK

3,

PAGES

60

THRU

63,

PUBLIC

RECORDS

OF

POLK

COUNTY,

FLORIDA, DESCRIBED

AS

FOLLOWS:.

COMMENCE AT

THE

INTERSECTION

OF

THE

NORTH

LINE

OF

SAID

TRACT

16

AND

THE

EAST

RIGHT-OF-WAY

LINE

OF

HOLLY

HILL

ROAD

ACCORDING TO

THAT

CERTAIN

QUIT

CLAIM

DEED

RECORDED

IN

OFFICIAL

RECORDS

BOOK

781,

PAGE

713 OF

THE

PUBLIC

RECORDS OF POLK EAST RIGHT-OF-WAY

COUNTY,	FLORIDA; THENCE SOUTH 00°29'37''EAST,	ALONG	SAID		
LINE, A DISTANCE OF 90.59 FEET TO THE POINT OF BEGINNING	FOR		

THIS

EASEMENT

DESCRIPTION;

THENCE

DEPARTING

SAID

EAST

RIGHT-OF-WAY

LINE,

NORTH

89°37'22"EAST,

A

DISTANCE

OF

16.49

FEET

TO

THE

RADIAL

INTERSECTION

WITH

A

CURVE

CONCAVE

NORTHEASTERLY

HAVING

A

RADIUS

OF

25.00

FEET;

THENCE

SOUTHEASTERLY ALONG THE OF 89°11'59"(CHORD= 35.11

ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE/DEL TA FEET, CHORD BEARING= SOUTH 44°58'38"EAST) FOR A

DISTANCE OF 38.92 FEET TO THE POINT		
A DISTANCE OF 384.80	FEET; THENCE		
FEET; THENCE NORTH	WEST,		
	89°34'37"		

OF TANGENCY; THENCE SOUTH	89°34'37"EAST,		
		OF 50.00		
SOUTH 00°25'23"WEST,  A DISTANCE			
A DISTANCE OF 384.80 FEET TO THE	POINT	OF		

8

CURVATURE

OF

A

CURVE

CONCAVE

SOUTHEASTERLY

HAVING

A

RADIUS

OF

25.00

FEET;

THENCE SOUTHWESTERLY ALONG	THE ARC	OF  SAID CURVE,	THROUGH A		
ANGLE/DEL TA		(CHORD = 35.60 FEET,	CHORD	BEARING = SOUTH		
	OF 90°48'01"	FEET;	THENCE	DEPARTING	SAID	CURVE		
WEST)	FOR A DISTANCE	OF 39.62							
RADIAL	LINE,	SOUTH	89°37'22"	WEST,	A	DISTANCE	OF	16.28	FEET		

CENTRAL	
45°01	'22"	
ALONG A	
TO	THE	

AFOREMENTIONED

EAST

RIGHT-OF-WAY

LINE;

THENCE

NORTH

00°29'37"WEST,

ALONG

SAID

EAST

RIGHT-OF-WAY

LINE,

A

DISTANCE

OF

100.01

FEET

TO

THE

POINT

OF

BEGINNING.

APPROXIMATELY

21.92

ACRES

9

APPENDIX

TABLES

10

APPENDIX TABLE 1

HOLLY HILL ROAD EAST COD DISTRICT LAND USE PLAN PHASE 2 (100 LOTS) SUPPLEMENTAL ASSESSMENT

METHODOLOGY

REPORT

Development Phase

Phase 2

Total

Estimated Start Date

2018

Estimated

Completion Date

2019

Number of Single•

Family Lots

100 100

Supplemental Assessment Methodology	Fishkind and Associates, Inc.	Appendix Table 1

APPENDIX TABLE 2

HOLLY HILL ROAD EAST CDD CIP COST ESTIMATES PHASE 2 (100 LOTS)
SUPPLEMENTAL ASSESSMENT

METHODOLOGY

REPORT

Infrastructure Component

Offsite Improvements

Stormwater Management

Utilities (Water,Sewer, & Street Lighting)

Roadways

Entry Features & Signage

Parks and Amenities

Contingency

Total

Estimated Costs,

Phase 2(1)

$125,000 $1,190,000 $560,000 $432,500 $170,000 $210,000 $105,000

$2,792,500

(1)

Costs

updated to

include

amenity

center

cost

increase

via

the

First

Amendment

to

the

Amened

and

Restated

Engineers

Report

(June

2018)

Supplemental Assessment Methodology	Fishkind and Associates, Inc.	Appendix Table 2

APPENDIX TABLE 3

HOLLY HILL ROAD EAST COD PRELIMINARY BOND DETAILS PHASE 2 (100 LOTS)

SUPPLEMENTAL ASSESSMENT

METHODOLOGY REPORT

Bond Fund

Construction/Acquisition Fund

Debt Service Reserve

Capitalized Interest

Costs of Issuance (Including Underwriter'sFee)

Contingency

Total Bonds Principal

Bonds Details

Average Annual Interest Rate:

Term (Years):

Net Annual Debt Service:

Gross Annual Debt Service (2):

Phase 2	Bonds Value	
	ill	
	$2,374,825	
	$89.725	
	$23,450	
	$192,000	
	_$_Q	
	$2,680,000	
	5.25%	
	30	
	$185,000	
	$198,925	

(1)	The values shown are	
(2)	Values include a 7.0%	
collector.	

estimated and subject to change. gross-up to account for the statutory

early-payment

discount

and

the

fees

and

costs

of collection

charged

by

the

county

property

appraiser

and

tax

Supplemental Assessment Methodology	Fishkind and Associates, Inc.	Appendix Table 3

APPENDIX

TABLE

4

HOLLY

HILL

ROAD

EAST COD

PRELIMINARY

BOND

ASSESSMENTS

PHASE 2 (100 LOTS) SUPPLEMENTAL ASSESSMENT

METHODOLOGY

REPORT

Phase

Phase 2

Total, Phase 2

	Bonds Max Principal	Bonds Max Principal	
Planned Lots/ERUs	Assmt./ Catego!Y	Assmt./ Unit	
100	$2,680,000	$26,800	
100	$2,680,000		

Phase

Phase 2

Total, Phase 2

Planned Lots/ERUs

100

100

Bonds Max Net

Annual Assmt./

Catego!Y

$185,000

$185,000

Bonds Max Net

Annual Assmt./ Unit

$1,850

Bonds Max Gross

Annual Assmt./

Catego!Y {1}

$198,925

$198,925

Bonds Max Gross

Annual Assmt./ Unit

ill

$1,989

(1) Values collector.

include

a

7.0%

gross-up

to

account

for

the

statutory

early-payment

discount

and

the

fees

and

costs

of

collection

charged

by

the

county

property

appraiser

and

tax

Supplemental Assessment Methodology

Fishkind

and

Associates, Inc.

Appendix Table 4

Holly

Hill Road

East

Community Development District

Resolution 2018-18

	RESOLUTION 2018-18					
A  RESOLUTION  OF  THE  BOARD  OF  SUPERVISORS  OF  HOLLY				
HILL   ROAD   EAST   COMMUNITY   DEVELOPMENT   DISTRICT				
AUTHORIZING THE ISSUANCE OF ITS HOLLY HILL ROAD EAST				
COMMUNITY  DEVELOPMENT  DISTRICT  SPECIAL  ASSESSMENT				
BONDS, SERIES 2018 (THE "SERIES 2018 BONDS"); DETERMINING				
CERTAIN   DETAILS		OF   THE    SERIES    2018    BONDS    AND				
ESTABLISHING    CERTAIN    PARAMETERS    FOR    THE    SALE				
THEREOF;  APPROVING THE FORM OF AND AUTHORIZING  THE				
EXECUTION  AND  DELIVERY  OF	A		SECOND  SUPPLEMENTAL				
TRUST  INDENTURE;  AUTHORIZING THE NEGOTIATED SALE  OF				
THE  SERIES  2018  BONDS;  APPROVING  THE  FORM  OF  AND				
AUTHORIZING  THE  EXECUTION  AND  DELIVERY  OF  A  BOND				
PURCHASE  CONTRACT  WITH  RESPECT  TO  THE  SERIES  2018				
BONDS  AND  AWARDING  THE  SERIES  2018  BONDS  TO  THE				
UNDERWRITER  NAMED  THEREIN;  APPROVING  THE  FORM  OF				
AND  AUTHORIZING  THE  DISTRIBUTION  OF  A  PRELIMINARY				
LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES				
2018   BONDS   AND   ITS   USE   BY   THE   UNDERWRITER	IN				
CONNECTION WITH THE  OFFERING  FOR SALE  OF THE  SERIES				
2018 BONDS; APPROVING THE EXECUTION AND DELIVERY OF A				
FINAL  LIMITED  OFFERING  MEMORANDUM  RELATING  TO  THE				
SERIES   2018   BONDS;    APPROVING   THE   FORM   OF   AND				
AUTHORIZING    THE   EXECUTION   AND    DELIVERY   OF	A				
CONTINUING  DISCLOSURE  AGREEMENT;  PROVIDING  FOR  THE				
APPLICATION OF SERIES  2018 BOND  PROCEEDS;  AUTHORIZING				
THE   PROPER   OFFICIALS   TO   DO   ALL   THINGS   DEEMED				
NECESSARY  IN  CONNECTION WITH  THE  ISSUANCE,  SALE  AND				
DELIVERY  OF  THE  SERIES  2018  BONDS;  MAKING  CERTAIN				
DECLARATIONS;  PROVIDING  AN  EFFECTIVE  DATE  AND  FOR				
OTHER PURPOSES.													
WHEREAS, Holly Hill Road East Community	Development District (the "District") is a		
				of the		
local unit of special purpose government	duly organized and existing under the provisions			
			as		
					1980,  Chapter  190,  Florida  Statutes,			
Unifmm  Community  Development	District  Act  of				
					
									of the		
amended (the "Act") and created by Ordinance No. 814 enacted by the City Commission			
				
City of Davenport, Florida (the "City Commission")	on July 10, 2017, as amended by Ordinance		
								
No. 841 enacted by the City Commission on March 5, 2018; and					
WHEREAS, pursuant to the	Act and Resolution	No. 2017-25 duly adopted by the Board		
							
of Supervisors of the District on July 19, 2017 (the "Bond Resolution"), the Board of Supervisors		
has approved the fo1m of a Master Indenture(as	defined herein), between the District and U.S.		
									
Bank National Association, as Trustee (the "Trustee"); and					
WHEREAS,  pursuant  to	Resolution  No.	2017-33  duly  adopted  by  the	Board	of		
Supervisors  of the  District on  September	20,  2017,  the  Master Trust Indenture  (the  "Master		

Indenture") and a First Supplemental	Indenture, each dated as	of November		
						
and  between the  District  and the  Trustee,  the  District  issued  $4,160,000		
amount of Special Assessment	Bonds,  Series 2017 to pay all or a portion		
		and/or  acquisition	of the	Series	2017		
planning,  financing,  construction						

therein; and								

1, 2017 and each by aggregate principal of the costs of the Project, as defined

WHEREAS,  the	District	duly  adopted  Resolution  No.  2018-06  on  March  21,  2018,		
			special assessments (the "Special	Assessments") pursuant to		
declaring the levy and collection	of				
						
					nature and estimated cost of the		
the Act and Chapter 170, Florida Statues, indicating the location,			
improvements which cost is to be defrayed by the Special Assessments, providing the manner in		
which the  Special  Assessments  will  be  made,  designating the  lands upon  which the  Special		
Assessments  will  be levied,  authorizing the preparation	of	a preliminary  assessment	roll and		

fixing the time and place	of a public	hearing; and							

WHEREAS, the  District	duly  adopted  Resolution		
			
setting a public hearing to be held on May 16, 2018, for the		
on imposing the Special Assessments; and		

No.  2018-07  on  March  21,  2018,		
purpose of hearing public	comment		

WHEREAS,	the  District	duly  adopted  Resolution  No.  2018-10  on  May  16,  2018,		
								therein), the second pmiion	of which		
authorizing the undertaking	of the Total Project (as defined				
												
					of the	Series  2018  Bonds  ( as  hereinafter  defined),  as		
is  to  be  financed  with  the  proceeds				
described more pmiicularly in the Amended and Restated Engineer's Repmi dated March 21,		
2018, as subsequently amended	and supplemented by the First Amendment to the Amended and		
Restated  Engineer's  Repo1i  dated  June  2018  and summarized  in  Schedule	I attached to	this		
Resolution (the "Series 2018 Project"), and equalizing, approving, confaming and levying the		
Special Assessments on ce1iain property within the District benefited by the Total Project; and		
WHEREAS, the District has dete1mined	it to be in the best interest	of	the landowners of		
						Hill		
					to	issue: (i) its Holly			
the District, for the District to issue, and the District has determined					
				Series  2018	(the		
Road  East  Community  Development  District  Special  Assessment  Bonds,				
"Series 2018 Bonds") for the primary	purpose	of providing funds to pay all or a portion	of the		
							of the Series 2018 Project;	and		
costs of the planning, financing,	construction and/or acquisition				

																		
WHEREAS, pursuant to Resolution	No. 2018-10, the District approved an Amended and		
Restated  Master  Assessment  Methodology  Report,  dated  March  21,  2018  (the  "Master		
Assessment Methodology Repmi"), prepared by the District's Methodology Consultant, Fishkind		
& Associates, Inc., setting forth the District's methodology for allocating debt to property within		
the District; and																					
WHEREAS,	there has been submitted	to this meeting with respect to the issuance and		
															
sale of the Series 2018 Bonds	and submitted to the Board:											
																			
(i)	a fo1m	of Second Supplemental	Trust Indenture between the Trustee and		
the District attached hereto as Exhibit A (the "Second Supplemental Indenture"		
and together with the Master Indenture, the "Indenture");								

(ii)	a fo1m of Bond Purchase Contract with respect to the Series 2018 Bonds

between FMSbonds, Inc. (the "Underwriter") and the District attached hereto as

2

Exhibit B (the "Bond Purchase	Contract"), together with the form of a disclosure		
statement  attached to  the  Bond Purchase  Contract in accordance  with  Section		
218.385, Florida Statutes; and							
(iii)	a  form	of Preliminary	Limited  Offering	Memorandum  relating  to  the		
Series  2018  Bonds  attached  hereto  as  Exhibit  C  (the  "Preliminmy  Limited		
Offering Memorandum");							
(iv)	a  form	of  Rule  15c2-12  Ce1iificate  of	the  District  relating	to  the		
Preliminm·y Limited Offering Memorandum,  attached hereto  as Exhibit D (the		
"Rule 15c2-12 Ce1iificate"); and						
(v)	a  form	of  the  Continuing	Disclosure	Agreement  (the  "Continuing		
Disclosure Agreement") to be entered into among the District, the dissemination		
agent named therein (the "Dissemination Agent"), and any landowner constituting		
an "Obligated Person" under the terms of the Continuing	Disclosure Agreement,		
				
attached hereto as Exhibit E;							

NOW, THEREFORE, BE IT RESOLVED	by the		
			
Road East Community Development District, as follows:		

Board

of

Supervisors

of

Holly Hill

Section 1.	Authorization  of Issuance  of Series  2018  Bonds.	There  m·e  hereby		
authorized and directed to be issued: the Holly Hill Road East Community Development District		
Special Assessment Bonds,	Series 2018  (the  "Series 2018	Bonds") in	an aggregate principal		
amount not to exceed $3,000,000,		for the purposes of (i) providing	funds to pay all or a p01iion		
											the		
								equipping and installation of			
of the costs of the planning,	financing, acquisition, construction,				
			with respect	of the Series 2018		
																
Series 2018 Project, (ii) making a deposit to the reserve account				
		Series	2018 Bonds, and (iv)		
Bonds, (iii) funding	a portion	of	the interest coming due on the				
											
paying certain costs	of issuance in respect of the Series 2018 Bonds.	The Series 2018 Bonds		
			by reference is hereby		
shall be issued under and secured	by the Indenture, the form	of which			
										
	if set forth in full herein.																
incorporated into this resolution	as																	
																					
Section 2.	Details	of the Series 2018 Bonds.  The District	hereby determines that the		
Series 2018 Bonds shall mature in the amounts and at the times,	shallat bem·	interest	the rates, be		
					by the Chairperson of	the		
redeemable at the redemption prices and in the manner as determined					
					of	the	Board	of		
Bomd  of Supervisors  of the  District	(the  "Chairperson")  or  any  member						
			of	said Series		
									prior to sale				
Supervisors designated by the Chairperson (a "Designated Member"),					
2018 Bonds, all in a manner consistent with the requirements		of	the Bond Resolution and within		
															
5							hereof.																
the parameters set forth in Section																				
Section 3.	Second		Supplemental  Indenture.	The	District	hereby	approves  and		
authorizes  the  execution  of	the	Second	Supplemental  Indenture  by  the  Chairperson  or  any		
									of	the Bomd of Supervisors		
Designated Member and the Secretmy or any Assistant Secretary				
(the "Secretary") and the delivery	of the Second Supplemental	Indenture in substantially the form		
					as		shall be approved by the		
			with such changes therein					
thereof attached hereto  as	Exhibit A,						
			such	execution	to	constitute		
Chairperson  or  Designated  Member	executing  the  same,		with						

3

conclusive evidence of such officer's	approval and the District's approval		
		Indenture attached hereto.		
from the form of Second Supplemental			

of

any changes therein

Section 4.	Negotiated Sale. The Series 2018 Bonds shall	be sold by a negotiated	sale		
						
to the Underwriter.	It is hereby determined	by the District that a negotiated sale	of the Series		
				the purposes of the Act, is in the	best interests		
2018 Bonds to the Underwriter will best effectuate				
			of the issues and prevailing		
of the District and is necessitated by, in general, the characteristics			
market conditions and specifically, the following additional reasons:						
(i)	because of the complexity	of the financing  structure	of the Series 2018 Bonds,		
including the pledge	of Special Assessments	as security for the Series 2018 Bonds, it is desirable		
											
to sell the Series 2018 Bonds pursuant to a negotiated sale so as to have an underwriter involved		
from the outset of the financing to assist in these matters;						
(ii)	because of changing market conditions	for tax-exempt bonds and the necessity	of		

being able to adjust the tenns	of the Series 2018 Bonds, it is in the best interests of the District to		
sell the Series 2018 Bonds by	a negotiated	sale;									
												
(iii)	the Underwriter has participated	in structuring the  issuance of the  Series  2018		
		to  obtain the most attractive financing for the		
Bonds and	can assist the District in attempting			
										
District;														

(iv)	the Series 2018 Bonds do not bear a credit rating and will be offered initially only

to accredited investors within the meaning	of Chapter 517, Florida Statutes,		
		thereunder; and		
	promulgated				
Florida Department of Financial Services				
(v)	the District will not be adversely	affected if the Series 2018		
				
pursuant to a competitive sale.				

and the

Bonds

rules of the

are not sold

Section 5.	Bond Purchase Contract.	The District hereby approves the form	of	the		
Bond Purchase Contract submitted by the Underwriter and attached as Exhibit B hereto, and the		
sale of the Series 2018 Bonds by the District upon the te1ms and conditions set forth in the Bond		
Purchase  Contract is  hereby  approved.   The  Chairperson  or  a  Designated	Member  are  each		
					
hereby authorized, acting individually, to execute the Bond Purchase Contract and to deliver the		
Bond  Purchase  Contract  to  the  Underwriter.	The  Bond  Purchase  Contract  shall	be	in		
						
substantially the form	of the Bond Purchase	Contract attached hereto  as Exhibit B with such		
					by	the		
changes,  amendments,  modifications,  omissions  and  additions  as  may  be  approved				
				
Chairperson or the Designated Member; provided, however,					

(1)	The  Series  2018  Bonds  shall  be  subject to  optional  redemption  no  later  than

May 1,  2033  at	a	redemption  price  equal  to  their	
redemption date;			

par

value,  plus  accrued  interest  to  the

(2)	The interest rate on the Series 2018 Bonds shall not exceed an average net interest

cost rate, which shall be computed	by adding 300 basis points to The	Bond Buyer		
		the first day of the calendar month in which		
Index" published immediately preceding			
		Florida Statutes, as amended;			
are sold, as provided in Section 215.84(3),				

"20 Bond

the bonds

4

(3) $3,000,000;

(4)

The

The

aggregate  principal  amount

Series 2018 Bonds shall have

of the  Series

a final maturity

2018  Bonds

not later than

shall

May

not  exceed

1, 2050; and

( 5)	The price at which the Series 2018 Bonds shall be sold to	the Underwriter	shall		
					
not be less than 97 .5% of the aggregate face amount	of the Series 2018 Bonds, exclusive	of		
				
original issue discount.				
Execution by the Chairperson or a Designated	Member of the Bond Purchase Contract		
				
shall be deemed to be conclusive evidence of approval of such changes.			

Section

6.

Preliminary Limited Offering Memorandum; Final Limited Offering

Memorandum.	The District hereby approves the fonn	of the Preliminary Limited	Offering		
Memorandum submitted to  this meeting		and  attached hereto  as  Exhibit C and  authorizes  its		
distribution and use in connection	with the limited offering for sale	of	the Series 2018 Bonds.		
								shall be in the fmm	of	the Preliminary	Limited		
The Preliminary Limited Offering Memorandum						
							
					C	with  such	changes,	amendments,		
Offering	Memorandum	attached		hereto		as		Exhibit						
																
						as may be approved by the Chairperson	or the Designated		
modifications, omissions and additions				
					below)		
					of	the Rule 15c2-12 Certificate (described			
Member prior to its distribution with execution						
						
										of	a final Limited Offering		
as conclusive evidence	of	approval of	such changes.  The preparation				
Memorandum  relating	to	the  Series  2018  Bonds  (the  "Limited	Offering  Memorandum")  is		
hereby approved and the Chairperson or any Designated Member is hereby authorized to execute		
such final Limited Offering Memorandum	to be dated the date of	the award of the Series 2018		
											for use by it in connection		
Bonds and, upon such award,	to deliver the same to the Underwriter			
			Offering Memorandum		
with the sale and distribution	of the Series 2018 Bonds.	The Limited			
shall be substantially in the fmm of the Preliminary	Limited Offering Memorandum attached as		
						Chairperson	or Designated		
Exhibit C hereto, with such changes		as	shall be approved by the				
									
						the Series 2018 Bonds and such other insertions,		
Member	as necessary	to conform the details of			
modifications and changes as	may be approved	by the Chairperson or Designated Member.  The		
		Memorandum by the Chairperson or Designated		
execution and delivery	of the Limited Offering			
				thereof.  The District hereby authorizes the use		
Member shall constitute evidence	of the approval				
of the Limited Offering Memorandum	and the infmmation contained therein in connection with		
			Bonds.		The Chairperson or Designated Member is		
the  offering and sale	of	the	Series 2018						
further authorized to	deem the Preliminary Limited Offering Memorandum "final" within the		
meaning	of Rule	15c2-12  of the  Securities	and  Exchange  Commission under the  Securities		
														execute the Rule		
Exchange Act of	1934, in the form as mailed, and in fu1iherance thereof to			
15c2-12 Ce1iificate evidencing the same substantially	in the fo1ms attached hereto	as Exhibit D.		
												
Section 7.		Continuing Disclosure.	The District hereby authorizes and approves the		
execution and delivery	of the Continuing	Disclosure Agreement by and among the District, the		
Dissemination  Agent  and  any  landowner  constituting  an  "Obligated  Person"  under  the		
Continuing Disclosure Agreement, by		the Chairperson or a Designated Member substantially in		
the fmm presented to this meeting and attached hereto as Exhibit E, with such changes therein as		
shall be approved by the  Chairperson or Designated Member executing the same, with such		
execution to constitute conclusive evidence of	such officer's approval and the District's	approval		
of any changes therein from the form	of Continuing	Disclosure Agreement attached hereto.  The		

5

Continuing  Disclosure  Agreement  is  being  executed  by  the  District  in  order  to  assist  the		
Underwriter in complying with Rule  15c2-12(b)(5) promulgated by the  Securities  Exchange		
Commission.																																					
Section	8.		Application	of Bond Proceeds.	The proceeds of	the Series 2018 Bonds		
shall be applied in the manner required in the Second Supplemental Indenture.								
Section	9.		Further Official Action;	Ratification	of	Prior	and Subsequent Acts.		
										of the District	and		
The Chairperson, the Secretary	and each member	of the Board	of	Supervisors				
								
						are each hereby authorized and directed to execute and		
any other proper official of	the District			
deliver any and all documents and instruments (including, without limitation, any documents		
required by the Trustee to	evidence		its rights and obligations with respect to the Series 2018		
Bonds, any documents required in connection with implementation	of	a book-entry system of		
registration, and investment agreements relating to the investment	of the proceeds of the Series		
2018 Bonds and any agreements in connection with maintaining	the exclusion of interest on the		
Series 2018 Bonds from gross income	of	the holders thereof) and to	do and cause to be done any		
and all acts and things necessary or desirable for carrying out the transactions contemplated by		
this Resolution.	In the event that the  Chairperson or the Secretary is  unable to  execute and		
deliver the documents herein contemplated, such documents shall be executed and delivered by		
the respective designee	of such officer	or official or any other duly authorized officer or official		
of the District.	The Secretary	or any Assistant Secretary is hereby authorized and directed to		
				the District	to  any agreement		or instrument authorized or		
apply and attest the official	seal of						
																	
														The Chairperson or any Designated		
approved herein that requires such a seal and attestation.			
Member  may,	among	other	things,		change  the	date	of	any  document	accompanying		this		
										Member	of	such		
						by  the	Chairperson	or  a	Designated					
Resolution  as	an	exhibit.	Execution									
document shall be deemed to be conclusive evidence	of	approval	of		such change of date.	All of		
					of	the District,	and the agents and		
the acts and doings	of such members	of	the Board, the officers					
employees  of	the	District,		which  are  in  conformity  with  the  intent  and  purposes		of		this		
										
Resolution,  whether heretofore  or  hereafter taken  or  done,  shall  be  and  are  hereby  ratified,		
confomed and approved.																																	
Section 10.	Severability.			If	any  section,  paragraph,  clause  or	prov1s10n		of		this		
Resolution  shall  be  held  to  be  invalid  or  ineffective  for  any  reason,	the	remainder		of	this		
Resolution shall continue in full force and effect, it being expressly hereby found and declared		
that  the  remainder  of	this	Resolution	would	have  been	adopted  despite  the  invalidity  or		
ineffectiveness	of such section,	paragraph, clause or provision.																	
																																
Section 11.	Inconsistent		Proceedings.		All	resolutions  or	proceedings,  or	pmis		
thereof, in conflictthe	with		provisions hereof are to the extent of	such conflict	hereby repealed or		

amended to the extent of such inconsistency.																								
Section 12.	Ratification	of	Prior Acts.  All actions	previously taken by or on behalf		
																				
								of	the Series	2018 Bonds are hereby authorized,		
of the District in connection with the issuance					
																				
ratified and confirmed.																																		
Section 13.	Public	Meetings.	It  is	hereby	found  and  dete1mined	that  all	formal		
												
			relating	to  the	adoption			of	this  Resolution  and  the		
actions  of the	District	concerning		and									

6

consummation	of the  transactions	contemplated	by  this  Resolution  were  adopted  in  open		
				of the District that resulted	in such formal		
meetings of the	District, and that all deliberations				
action were in meetings open to the public,	in compliance with all legal requirements.		

[REMAINDER

OF

PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS]

7

Section 14.	Effective Date.

adoption.

This  Resolution  shall take  effect  immediately upon  its

PASSED	in  Public  Session	of the  Board	of  Supervisors		
Community Development District,	this 15	th	day of August, 2018.		

of

Holly  Hill  Road  East

HOLLY HILL ROAD EAST COMMUNITY

DEVELOPMENT DISTRICT

Attest:

Secretary,
Board of Supervisors

Chairperson,

Board

of

Supervisors

8

SCHEDULE I DESCRIPTION OF SERIES 2018 PROJECT

The Series 2018 estimated costs:

Project includes,

but

is

not limited to, the following improvements and

				Infrastructure<	3	l<	6	l							
															
								5		7	l												
Offsite Improvements(ll(	l(													
								1	2	3	5		6		7	l						
Stormwater Management<	l<		l<	l(	l<	l<							
Utilities (Water, Sewer,	&									1	5	7	9	)		
		Street Lighting)< l(	)(	)(			
	1	4	5	7	l																		
Roadway< l<	l<	l(																			
				7	)(S)																		
Entry Feature(ll(																				
and   Parks						1	7	l																
	Amenities< J<																	
Contingency																					
TOTAL																								

	Phase 2	
$	125,000	
	1,190,000	
	560,000	
	432,500	
	170,000	
	210,000	
	105,000	
$2,792,500	

Notes:

1.

2.

3. 4. 5. 6. 7. 8. 9. 10.

Infrastructure consists of roadway improvements, Stormwater management facilities, master sanitary sewer		
lift station and utilities, entry feature, landscaping and signage, and neighborhood parks.	provided	by home		
Excludes  grading  of each  lot  in  conjunction with  home  construction,  which will	be				
builder.						
Includes Stormwater pond excavation.					
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.					
Includes subdivision infrastructure and civil/site engineering.					
Stormwater doesgradingnot include	associated with building pads.					
						
Estimates are based on 2018 cost.						
Includes entry features, signage, hardscape, landscape, irrigation and fencing.			service.		
CDD will enter into a Lighting Agreement with Duke Energy for the street light poles and lighting			
			
Estimates based on 100 lots.						

Source: Holly Hill Road East Community Development District First Amendment to the Amended and Restated Engineer's Report dated June 2018, prepared by Dennis Wood Engineering, LLC.

Schedule I

EXHIBIT A

FORM

OF

SECOND SUPPLEMENTAL INDENTURE

A-1

EXHIBITB

FORM

OF BOND PURCHASE CONTRACT

B-1

EXHIBIT C FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

C-1

EXHIBIT D

FORM OF RULE 15c2-12 CERTIFICATE

Holly Hill Road East
$ ____*

Community Development District

Special Assessment Bonds,

Series 2018

The undersigned hereby certifies and represents to FMSbonds, Inc. ("Underwriter") that		
he  is  the  Chairperson  of	the		Board	of	Supervisors  of	Holly	Hill  Road  East  Community		
Development District (the "District") is authorized to execute and deliver this Certificate, and		
further certifies on behalf of	the District to the Underwriter as follows:							
1.	This Certificate is delivered to enable the Underwriter to comply	with Rule 15c2-		
12 under the Securities Exchange Act of 1934 (the "Rule") in connection	with the offering and		
						
sale of the above captioned	bonds (the "Series 2018 Bonds")	.								

2.	In connection with the offering and sale of the Series 2018 Bonds,	there has been		
prepared	a Preliminary Limited  Offering Memorandum,  dated  the  date  hereof,  setting  forth		
information  concerning  the  Series  2018  Bonds  and  the  District  (the  "Preliminary  Limited		
Offering Memorandum").																
3.	As used herein, "Permitted	Omissions" shall mean the offering price, interest rate,		
selling compensation, aggregate principal amount, principal amount per maturity, delivery dates,		
ratings, the identity of the Underwriter and other	te1ms of the Series	2018 Bonds depending on		
								
such matters.																	
4.	The undersigned hereby	deems the Preliminary Limited Offering Memorandum		
					for the Permitted Omissions, and the		
"final" as	of its date, within the meaning of the Rule, except			
info1mation therein is accurate	and complete except for the Permitted Omissions.					
														
5.	If,	at any time prior to	the execution of a Bond Purchase Contract,	any  event		
occurs as	a result	of which	the Preliminary Limited Offering Memorandum might include an		
					fact  or omit to  state  any material fact necessary to make the		
untrue statement	of a material			
					under which they were made, not misleading,		
statements therein, in light	of	the circumstances			
												
the District will promptly notify the Underwriter thereof.									

IN WITNESS

, 2018. ----

WHEREOF,

the undersigned has hereunto set his

hand this_ day

of

HOLLY HILL ROAD EAST

COMMUNITY DEVELOPMENT DISTRICT

Chairperson

•  Preliminary, subject to change.

D-1

EXHIBITE FORM OF CONTINUING DISCLOSURE AGREEMENT

E-1

DRAFT-I

Gray Robinson, P.A.

August 2, 2018

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT (CITY OF DAVENPORT, FLORIDA)

$----- SPECIAL ASSESSMENT BONDS, SERIES 2018

BOND PURCHASE CONTRACT -----, 2018

Board of Supervisors
Holly Hill Road East Community Development District
City of Davenport, Florida

Dear Ladies and Gentlemen:

FMSbonds, Inc. (the "Underwriter") offers to enter into this Bond Purchase Contract (the "Purchase Contract") with Holly Hill Road East Community Development District (the "District"). The District is located entirely within the City of Davenport, Florida (the "City").
This offer of the Underwriter shall, unless accepted by the District, acting through its Board of	
Supervisors (the "Board"), expire at  10:00 P.M. prevailing time within the jurisdiction of the	
District  on  the  date  hereof,  unless  previously  withdrawn  or  extended  in  writing  by  the	
Underwriter.   This Purchase Contract shall be binding upon the District and the Underwriter	
upon execution and delivery.  Any capitalized word not defined herein shall have the meaning	
ascribed thereto in the Preliminary Limited Offering Memorandum (as hereinafter defined).	In	
conformance  with  Section	218.385,  Florida  Statutes,  as  amended,  the  Underwriter	hereby		
					
delivers  to  the  District  the  Disclosure  and  Truth-In-Bonding  Statements  attached  hereto  as		
Exhibit A.								
1.	Purchase and Sale.	Upon the te1ms and conditions and upon the basis	of the		
representations, wananties  and agreements  set forth herein, the Underwriter hereby agrees to		
purchase from the District and the District hereby agrees to sell and deliver to the Underwriter,		
all (but not less than all) of its $_____ aggregate principal amount of Holly Hill Road		
East Community Development District Special Assessment Bonds,  Series 2018 (the "Bonds").		
The Bonds shall be dated their date of delivery and shall mature on the dates, shall bear interest		
at the rates, and shall be subject to redemption prior to maturity, all as provided in Exhibit B		
attached  hereto.   The  purchase  price  for  the  Series  2018	Bonds  shall  be  $_____		
(representing	the  $_____ aggregate  principal  amount	of the  Series  2018  Bonds,  less		
underwriter's discount of$_____ [and plus/less net original issue premium/discount	of		
			
$____~· The payment for and delivery of the Bonds and the other actions contemplated		
hereby to take place at the Closing Date (as hereinafter defined) being hereinafter refened to as		
the "Closing."								
2.	The Bonds.	The Bonds are to be issued by the District, a local unit of special-		
purpose  government  of the  State	of Florida  (the  "State"),  created  pursuant  to  the  Uniform		
Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any		

successor statute thereto,	the	Florida Constitution,	and other applicable	provisions	of	law (the		
				of the City on July 10,		
"Act"), and by Ordinance No. 814, duly enacted	by the City Commission			
		are  being  issued pursuant to  the	Act  and		
2017  (the  "Ordinance").		The  Series	2018  Bonds				
secured pursuant to the provisions	of a Master Trust Indenture dated as	of November	1,	2017		
									Trust Indenture dated as	of		
(the "Master Indenture"), as supplemented by a Second Supplemental				
	together	with	the  Master		
	1,	2018  (the  "Second  Supplemental	Indenture"	and,					
				the  District	and	U.S.	Bank	National		
Indenture,	the  "Indenture"),	each  by  and  between							
Association, as trustee (the "Trustee"),	and Resolution No. 2017-25 and No. 2018-_ adopted	by		
				
					on July 19, 2017, and August 15, 2018,		
the Board	of Supervisors	of the District (the "Board")			
respectively  (collectively,  the  "Bond Resolution").	The  Series 2018  Special Assessments,  the		
revenues from which constitute the Series 2018 Pledged Revenues, have been, or will be prior to		
the time of Closing, levied	by the District on the lands within the District specially benefited by		
the Series 2018 Project pursuant to the Assessment Resolutions (as such terms are defined in the		
Series  2018  Indenture).		The  Series	2018  Special	Assessments,	the	revenues  from  which		
constitute the Series 2018 Pledged	Revenues, have been, or will be prior to the time	of	Closing,		
levied by the District on the  lands within the District specially benefited by the  Series 2018		
Project pursuant to the Assessment Resolutions (as such terms are defined in the Indenture).			
3.	Limited Offering; Establishment of Issue Price.	It	shall be a condition to the		
District's obligation to sell and to deliver the Bonds to the Underwriter, and to the Underwriter's		
obligation to purchase, accept	delivery	of and pay for the Bonds,	that the entire principal amount		
														
				by the District and purchased, accepted and paid for		
of the Bonds be issued, sold and delivered			
by the Underwriter at the Closing and that the District and the Underwriter receive the opinions,		
documents and certificates	described in Section 8( c)	hereof.												
																				
	(a)	The Underwriter agrees to assist the District in establishing the issue price		
of	the Bonds and shall execute	and deliver to the District at Closing an "issue price" or		
similar   ce1iificate,   together   with   the   supporting   pricing   wires	or	equivalent		
communications,	in  the  form	reasonably	satisfactory	to	Bond  Counsel,	with	such		
modifications  as  may be  appropriate  or necessary,  in the  reasonable	judgment	of	the		
Underwriter, the District and Bond Counsel, to accurately reflect, as applicable, the sales		
price or prices or the initial offering price or prices to the public	of the Bonds.						

(b)	Except as otherwise set forth in Exhibit B attached hereto, the District will
treat the first price at which	10%	of each maturity of the Bonds	(the "10% test") is sold to		
					a		
		that maturity	(if different interest rates apply within			
the public as the issue price of					
					
maturity, each separate CU SIP number within that maturity will be subject to the 10%		
test).  At or promptly after the execution	of this Purchase Contract,	the Underwriter shall		
			of		
report to the District the price or prices at which it has sold to the public each maturity			
the Bonds.	If at that time the 10% test has not been satisfied as to any maturity of the		
Bonds, the Underwriter agrees to promptly rep01i to the District the prices at which it		
sells the unsold Bonds of	that maturity	to the  public.   That reporting obligation shall		
continue, whether or not the Closing Date (as defined below) has occurred, until the 10%		
test has been satisfied as to the Bonds	of that maturity or until all Bonds of that maturity		
								
have been sold to the public.									

2

( c)	The Underwriter confoms that it has offered the Bonds to the public on or		
before  the  date  of this  Purchase	Contract  at the  offering  price  or  prices  (the  "initial		
offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached		
hereto, except as otherwise	set forth therein.  Exhibit B also sets forth, as of the date of		
			if any, of the Bonds for which	the 10% test has not		
this Purchase Contract, the maturities,				
					
been satisfied and for which the District and the Underwriter agree that the restrictions set		
f01ih in the next sentence shall apply, which will	allow the District to treat the initial		
offering price to the public	of each such maturity as	of the sale date	as	the issue price of		
					So long as the hold-the-offering-price		
that maturity (the "hold-the-offering-price rule").			
rule remains applicable to any maturity	of the Bonds, the Underwriter	will neither offer		
				
	to any person at a price that is higher than the		
nor sell unsold Bonds of that maturity			
initial offering price to the public	during the period starting on the sale date and ending		
									
earliertheon	of the following:									

(1)

the close

of

the fifth

( 5th

)

business day after the sale date; or

	(2)	the date on	which the Underwriter has sold at least  10%	of	that		
maturity of the Bonds to the public	at a price that is no higher than the  initial		
								
offering price to the public.											
The Underwriter shall promptly	advise the District	when it has sold 10%	of that		
									
maturity of the Bonds to the public	at a price that is no higher than the initial offering		
						day after the		
price to the public, if that occurs prior to the close of the fifth (5th) business			
					
sale date.													
( d)	The Underwriter acknowledges that sales of	any Bonds to any person	that		
					
is a related pmiy to the Underwriter shall not constitute sales to the public	for purposes of		
						
this Section.  Fmiher, for purposes	of this Section:							

(1)	"public" means any person other than an underwriter or a related

party,and														
(2)		a  purchaser	of	any  of the  Bonds	is		a  "related  party"  to	an		
												
underwriter	if	the underwriter	and the purchaser are subject, directly or indirectly,		
to (i) at least 50% common	ownership of the voting power or the total value	of		
	are corporations (including	direct ownership by one		
their stock,	if	both entities				
									
corporation	of another),  (ii) more than 50% common ownership of their capital		
interests  or	profits  interests,	if both  entities  are  pminerships	(including  direct		
							
			of another),  or  (iii)  more  than  50%  common		
ownership	by	one  partnership			
ownership of the value of the outstanding stock	of the corporation or the capital		
interests  or	profit interests	of	the  partnership,	as  applicable,	if one  entity  is  a		
										of	the		
corporation and the other entity is a partnership (including direct ownership				
				
applicable stock or interests	by one entity of the other),	and					

(3)	"sale date"

executed by all pmiies.

means the

date

of

execution

of

this Purchase Contract is

3

	4.		Use	of	Documents.		Prior	to		the	date  hereof,  the  District  has  caused  to	be		
prepared and provided	to the Underwriter	the Preliminary Limited Offering Memorandum, dated		
											Memorandum"), of the District, relating		
		,	2018 (the "Preliminary Limited Offering			
-----	that	the	District	has	deemed  final	as		of	its	date,  except	for	certain permitted		
to	the  Bonds															
omissions (the "Permitted Omissions"),	as	contemplated by Rule 15c2-12 of the Securities		and		
			The		
									with the limited offering	of	the Bonds.			
Exchange Commission (the "Rule") in connection						
												to the execution		
Underwriter has reviewed the Preliminary	Limited Offering Memorandum prior			
of	this Purchase Contract.	The District has, prior to the date hereof, authorized the use	of	the		
Preliminary Limited Offering Memorandum by the Underwriter.  The District shall deliver, or		
cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the		
date hereof but not later than the Closing Date (as hereinafter defined) and in sufficient time to		
accompany any confirmation that requests payment	from any customer such number of	copies of		
the final  Limited Offering Memorandum (the  "Limited Offering Memorandum"  and, together		
with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda") as the		
Underwriter	shall	reasonably	request  to  comply	with	the	requirements	of	the	Rule	and  all		
applicable rules of	the Municipal Securities	Rulemaking Board (the "MSRB").	The Underwriter		
agrees to file the Limited Offering Memorandum with the MSRB not later than two (2) business		
days after the Closing Date.	The Underwriter		agrees that it will not confirm the sale	of		any		
Bonds unless a final written confirmation		of sale is accompanied or preceded by the delivery	of a		
				The District hereby approves the circulation and		
copy of the Limited Offering Memorandum.			
		Memoranda with respect to the Bonds.								
use by the Underwriter of the Limited Offering									
																								
	5.		Definitions.	For  purposes	hereof,  (a)  this  Purchase  Contract,  the  Bonds,		the		
										to	be dated as  of	the	Closing Date, by and		
Indenture, the Continuing Disclosure	Agreement						
among the District, HHR East, LLC, a Florida limited liability company (the "Developer"), and		
Lerner Reporting Services, Inc.	as dissemination	agent (the "Dissemination Agent"), the Trustee		
and the District Manager in substantially the form attached to the Preliminary Limited Offering		
Memorandum	as Appendix D thereto (the "Disclosure	Agreement") and the DTC Blanket Issuer		
						herein collectively		as	the		
Letter of Representations entered into by the District are referred to						
"Financing  Documents"  and  (b)  [the  Interlocal  Agreement  between  Holly  Hill  Road  East		
Community Development District (''Holly Hill  Road East CDD") and the District Regarding		
Mutual Cooperation for the Financing,	Operation and Maintenance of Ce11ain	Amenities	to be		
							
Acquired and/or Constructed (the "Interlocal Agreement"), the Agreement between Holly Hill		
Road East CDD, the District and Cassidy Holdings Group, LLC Regarding the Joint Acquisition		
of	Certain	Work  Product,		Improvements			and	Real	Property	(the	"Joint	Acquisition		
							Completion	of Ce11ain	Improvements	by		and		
Agreement"),]	the	Agreement	Regarding	the									
															
				dated	as		of	the  Closing	Date		(the	"Completion		
between  the		District	and	the	Developer											
															of Real Property by and between	the		
Agreement"), the Agreement Regarding		the Acquisition				
						
				dated  as	of the  Closing  Date  (the  "Acquisition		
District,  the	Developer  and	the  Developer				
											of	Development Rights Relating		to the		
Agreement"), the Collateral Assignment	and Assumption						
									
																	of	the Closing Date		
Series 2018 Project by and between	the District and the Developer dated as				
in recordable form (the "Collateral Assignment"), and the Agreement Regarding True-Up by and		
between the District and the Developer		dated		as	of		the	Closing Date in recordable	form		(the		
																
						to herein	as the "Ancillary Agreements."							
'True-Up Agreement") are collectively	refe1Ted									

6.	Representations, Warranties	and Agreements.		
				
warrants and agrees as follows:			

The District hereby represents,

4

(a)	The Board is the governing body of the District and the		
be on the Closing Date duly organized	and validly existing as	a unit		
				
government created pursuant	to the Constitution and laws of the State,		
					
limitation, the Act;					

District is and will of special-purpose including, without

(b)			The District has full legal right, power	and authority to:		(i) adopt the Bond		
Resolution and the Assessment Resolutions; (ii) enter into the Financing Documents and		
Ancillary		Agreements;  (iii)	sell,	issue  and  deliver	the  Bonds  to	the  Underwriter		as		
										
						of the  Bonds		for  the  purposes		
provided	herein;	(iv)  apply	the	proceeds	of the  sale					
												of		
									and acknowledge the use			
described in the Limited Offering Memoranda; (v) authorize				
		of the Limited Offering		
the Limited Offering Memoranda and authorize the execution			
Memorandum; and (vi) carry out and consummate the transactions contemplated by the		
Bond Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary		
Agreements, and the Limited Offering Memoranda.	The District has complied, and on		
the Closing Date will be in compliance	in all material respects, with the te1ms of	the Act		
and with the obligations on its part contained in the Bond Resolution, the Assessment		
Resolutions, the Financing Documents, the Ancillary Agreements and the Bonds;						
(c)			At meetings	of the Board	that were duly called and noticed and at which a		
quorum was present and acting throughout, the Board duly adopted the Bond Resolution		
and the Assessment Resolutions, and the same are in full force and effect and have not		
been supplemented, amended, modified or repealed, except	as	set forth therein.	By all		
necessary official Board action, the District has duly authorized and approved the use and		
delivery	of	the	Preliminary	Limited  Offering  Memorandum  and  the  execution  and		
delivery	of	the	Financing	Documents,  the  Ancillary  Agreements,  the  Bonds  and  the		
Limited Offering Memorandum, has duly authorized and approved the performance by		
the  District	of	the  obligations	on its  part contained in the Financing Documents, the		
					and the consummation by it of	all other transactions		
Ancillary Agreements and the Bonds				
					and	the	Limited	Offering  Memoranda		in		
contemplated	by	this  Purchase	Contract								
connection with the issuance	of the Bonds.  Upon execution	and delivery by the District		
				and  delivery	of	the		
																		
and  the  Trustee  (and  assuming  the  due  authorization,  execution					
Indenture	by	the	Trustee),	the	Indenture	will	constitute	a	legal,	valid  and	binding		
obligation	of	the	District,	enforceable  in  accordance  with  its  te1ms,  subject  only  to		
applicable  bankruptcy,  insolvency,  and  similar  laws  affecting  creditors'  rights  and		
subject,	as	to	enforceability,	to	general	principles	of equity  (regardless  of whether		
enforcement	is	sought in	a proceeding		in equity or at  law).	Upon execution by the		
District and the other parties thereto (and assuming the due authorization, execution and		
delivery	of	such agreements	by the other parties thereto) the Financing Documents and		
																		obligations	of		the		
the Ancillary Agreements will constitute the legal, valid and binding						
District, enforceable in accordance with their respective terms; subject only to applicable		
bankruptcy,  insolvency  and	similar	laws	affecting	creditors'	rights		and  subject,	as	to		
enforceability,	to	general	principles	of	equity	(regardless	of whether  enforcement  is		
							law);															
sought in a proceeding in equityat or																
(d)		Except as may be expressly	disclosed in the Preliminary Limited Offering		
						of or material  default under	any		
Memorandum,	the  District is	not in material  breach				
							
applicable provision of the Act or any applicable	constitutional provision or statute	or, to		

5

the best of	its knowledge, administrative regulation of the State or the United States	of		
America or any applicable judgment or decree, or any loan agreement, indenture, bond,		
note, resolution, agreement, or other material instrument to which the District is a paiiy		
or to which the District or any		of its prope1iy	or assets is otherwise subject, and to the		
best of its knowledge,	no	event has occuned	and is continuing which with the passage	of		
						
time or the giving of notice,		or both, would constitute a material default or material event		
							and the execution and delivery	of	the Bonds, the		
of default under any such instrument;					
						Offering		
				Agreements	and	the		Limited				
Financing	Documents,	the		Ancillary									
Memorandum,	the	approval	of	the		delivery	of  the	Preliminary		Limited		Offering		
												Resolutions,		
					of the Bond Resolution and the Assessment			
Memorandum, and the adoption					
					will  not		
				on the	District's	part		contained	therein,				
and  compliance  with	the	provisions										
conflict with or constitute		a material breach	of	or material	default under any applicable		
									any	administrative		
																									
constitutional  provision,  or  law,  or,  to  the  best  of its  knowledge,				
regulation,  judgment,  decree,  loan  agreement,  indenture,  bond,  note,  resolution,		
agreement, or other instrument to which the District is a party or to which the District or		
any of its prope1iy or assets	is otherwise subject, nor will any such execution, delivery,		
											or imposition		of any lien, chai·ge,	or other		
adoption, or compliance result in the creation						
						or		
security interest or encumbrance	of any nature whatsoever upon any		of	the property			
							
			of any such law, regulation	or instrument, except		
assets of the District or under the te1ms				
as provided by the Assessment Resolutions, the Bonds and the Indenture.	To the best of		
its knowledge,	no	event has  occuned which,		with the	lapse	of time  or the  giving	of		
									
notice, or both, would constitute	an event	of default (as therein	defined) under the Bonds,		

the Financing Documents or the Ancillary Agreements;																
(e)		All authorizations,	approvals, licenses, permits,	consents and orders	of any		
				or	commission	having		
					body,		board,	agency					
governmental	authority,			legislative										
jurisdiction	of	the	matters		which  are  required for  the  due  authorization by,  or  which		
															or the  absence	of which would materially		
would constitute  a	condition precedent to,				
			its  obligations,	to		issue	the		
adversely  affect,  the  due  performance	by  the	District	of								
												
Bonds, or under the Bonds, the Bond Resolution, the Assessment Resolutions, Financing		
Documents  or  the  Ancillary  Agreements  have  been  duly  obtained,  except  for  such		
approvals, consents and orders as may be required under the Blue Sky or securities laws		
of any state in connection with the offering and sale of the Bonds;											
(f)		The descriptions		of the Bonds,	the Financing Documents, the Ancillai·y		
Agreements and the Series 2018 Project to the extent refened to in the Limited Offering		
Memoranda, confo1m in all material respects to the Bonds, the Financing Documents, the		
Ancillary Agreements and the Series 2018 Project, respectively;											
(g)		The Bonds, when issued, executed and delivered in accordance with the		
Indenture and when sold to the Underwriter as provided herein, will be validly issued and		
outstanding obligations of		the District, entitled to the benefits	of the Indenture		and upon		
such issuance, execution and delivery	of the Bonds, the Indenture	will provide, for the		
												
		of the Bonds,	a legally valid and binding pledge		
benefit of the holders from time to time				
of and  first  lien  on	the		Series	2018  Pledged  Revenues.   On  the  Closing  Date,  all		
					of	the Bonds set forth  in the Indenture	will have		
conditions precedent	to	the issuance					
										
been complied with or fulfilled;																										

6

(h)			As of the date hereof, there is no claim, action, suit, proceeding,	inquiry or		
					public		
investigation,  at law or in equity,  before or	by	any  court,  government	agency,			
										
board  or  body,  pending  or,  to  its  best knowledge,  threatened  against the  District:  (i)		
contesting the corporate existence or powers	of		the Board or the titles of the respective		
officers  of the		Board	to  their respective	offices;  (ii)  affecting  or  seeking to  prohibit,		
								of	the Bonds or the application	of		the		
restrain or enjoin the	sale, issuance	or delivery							
									described	in  the  Limited  Offering		
proceeds	of  the  sale  thereof  for  the  purposes				
										of	and		
Memoranda or the collection of the Series 2018 Special Assessments or the pledge				
lien on the Series 2018 Pledged Revenues,	pursuant to the Indenture; (iii) contesting or		
									of the Act or any		
affecting specifically as to the District the validity or enforceability			
					of		the		
action of the District in any respect relating to the authorization for the issuance					
Bonds,  or  the  authorization  of the  Series  2018  Project,	the	Bond  Resolution,		the		
											
Assessment Resolutions, the Financing Documents and Ancillary Agreements to which		
the District is a party, or the application	of	the proceeds of the Bonds for the purposes	set		
			the		
			(iv)  contesting the federal tax status	of				
forth  in the Limited Offering Memoranda;						
					accuracy	of	the	Limited	Offering		
Bonds;  or	(v)	contesting  the  completeness	or							
																	
Memoranda	or	any supplement or amendment	thereto;												
																		
(i)			To  the  extent  applicable,  the  District  will  furnish  such  inf01mation,		
execute such instrnments and take such other action in cooperation with the Underwriter		
as the Underwriter may reasonably request in order to: (i) qualify the Bonds for offer and		
sale under the Blue Sky or other securities		laws and regulations	of such states and other		
						may designate; and (ii) determine the		
jurisdictions	of	the United States as the Underwriter			
					of	such	states	and	other		
eligibility	of	the  Bonds  for  investment  under  the  laws							
jurisdictions, and the District will use its best efforts to continue such qualifications in		
effect so long as required for the initial limited offering and distribution of the Bonds;		
provided, however, that the District shall not be required to execute a general or special		
consent to service of	process or to qualify to do business	in connection with any such		
		as a broker/dealer;						
qualification or determination in any jurisdiction		or register							
															
G)			As of its date (unless an event occurs of the nature described	in paragraph		
										
(1) of this Section 6) and at all times subsequent	thereto, up to and including the Closing		
														
Date,  the  statements  and  information  contained  in  the  Preliminary  Limited  Offering		
Memorandum		( other   than   Permitted   Omissions)   and		in	the	Limited	Offering		
Memorandum are and will be accurate in all material respects for the purposes for which		
their use is authorized and do not and will not contain any untrne statement	of a material		
fact or omit to state a material fact necessary to make the statements made therein, in the		
light  of the  circumstances  under  which  they  were  made,  not  misleading;	provided,		
						
however, that no representation is made concerning information contained in the Limited		
Offering  Memoranda  under  the  captions  "DESCRIPTION  OF  THE  SERIES  2018		
BONDS -	Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPER,"		
"TAX  MATTERS,"	"SUITABILITY	FOR	INVESTMENT,"	"LITIGATION	-	The		

Developer," and "UNDERWRITING";																			

(k)	If  the  Limited  Offering  Memorandum  is  supplemented  or  amended

pursuant to thereto and

subsection (1) of this Section (unless subsequently again

6, at the time of supplemented

each supplement or amendment or amended pursuant to such

7

	paragraph)  at  all  times  subsequent	thereto  up to  and including	the	Closing	Date,  the		
			will be accurate in all		
		so supplemented or amended			
	Limited Offering Memorandum	as					
							and will not contain		
			for which their use	is authorized				
	material respects for the purposes						
												
												fact necessary to make		
	any untrue statement of a material fact or omit to state a material			
	the statements therein, in the light	of	the circumstances	under which they were made, not		
	misleading; provided, however, that no representation is made concerning information		
	contained in the Limited Offering Memoranda under the captions "DESCRIPTION OF		
	THE  SERIES  2018  BONDS		-	Book-Entry  Only  System,"  "THE DEVELOPMENT,"		
	"THE  DEVELOPER,"  "TAX  MATTERS,"  "SUITABILITY  FOR  INVESTMENT,"		
	"LITIGATION -The Developer," and "UNDERWRITING";												
	(1)		If between the date	of	this Purchase Contract and the earlier of (i) the date		
	that is ninety (90) days from the end	of the "Underwriting Period" as defined in the Rule,		
	or (ii) the time when the Limited Offering Memorandum is available	to	any person from		
	the  MSRB's		Electronic	Municipal	Market  Access  system  (but  in	no	event	less	than		
									shall		
							of the Underwriting	Period),	any  event			
	twenty-five (25)  days following	the  end						
														
	occur,  of which the  District		has  actual  knowledge,  which might or would  cause  the		
				as		then supplemented or amended,	to contain any untrue		
	Limited Offering Memorandum,						
													
		to		omit to  state a material	fact necessary to  make the		
	statement of	a material	fact		or						
	statements therein,  in the light	of	the circumstances	under which they were made, not		
									if	in the opinion of the		
	misleading, the District shall notify	the Underwriter thereof, and,				
												of	a  supplement  or		
	Underwriter  such  event  requires  the  preparation  and  publication					
to	amendment		the Limited Offering Memorandum, the District will at its expense (unless		
	such  supplement  or  amendment	is  the  direct  result	of	information	provided  by  the		
										
												person)  supplement or		
	Developer or Underwriter,	then at the expense of said relevant			
												
	amend the Limited Offering Memorandum in a fmm and in a manner approved by the		
	Underwriter. The end of	the Underwriting	Period shall be the next business day after the		
																		
	Closing Date;																										
	(m)		Since  its	inception,		there	has  been  no	material	adverse  change  in the		
																or financial or other		
	properties, businesses, results	of operations, prospects, management			
										
			as	disclosed in the Limited	Offering Memoranda, and the		
	condition of	the District, except					
	District has not incuffed liabilities that would materially adversely affect its ability to		
	discharge its obligations under the Bond Resolution, the Assessment Resolutions, either		
	Series of the	Bonds, the Financing	Documents or the Ancillary Agreements, direct or		
								by	the	Limited	Offering		
	contingent,	other  than	as	set		forth  in  or  contemplated						
																		
	Memoranda;																											
	(n)		The  District has	not  and  is  not now  in default	in the  payment  of the		
	principal of	or the interest	on any governmental security issued or guaranteed by it after		
														pursuant	to	Section 517.051,		
	December 31,  1975  which would require the disclosure					
				of Financial	Services;		
	Florida Statutes or Rule 3E- 400.003	of the Florida Depmiment				

(o)	Except  as	may	
Memorandum,  the District has	
obligations	undertaken  by	the	
requirements of the Rule;		

be disclosed in the Preliminmy Limited Offering never failed to comply with any continuing disclosure District in accordance with the continuing disclosure

8

		(p)	Any certificate signed by any official	of the District and delivered	to the		
								
Underwriter will be deemed to be a representation by the District to the Underwriter as to		
the statements made therein; and										
		( q)	From the  date	of this  Purchase	Contract through the  Closing Date,  the		
												
District  will  not  issue  any  bonds  (other  than  the  Bonds),  notes  or  other  obligations		
payable from the Series 2018 Pledged Revenues.								
7.	Closing.	At  10:00  a.m.  prevailing time  on	_____, 2018  (the  "Closing		
Date") or at suchtime later	as may be mutually agreedby upon	the District and the Underwriter,		
the District will, subject to the terms and conditions hereof, deliver to the Underwriter, the Bonds		
in  definitive  book-entry  only f01m,	duly  executed	and  authenticated,  together with  the  other		
				the	te1ms  and  conditions  hereof,  the		
documents	hereinafter	mentioned,	and,  subject  to					
Underwriter will accept such delivery	and pay the purchase price of	the Bonds as set forth in		
						the  order of the District.		
Section	1	hereof,	in federal  or other immediately available funds to			
Delivery	of the Bonds as aforesaid shall be made pursuant to the FAST system of delivery	of		
				
The  Depository  Trust  Company,  New  York,  New		York,  or  at  such  other  place  as  may  be		
mutually agreed upon by the District and the Underwriter.  The Bonds shall be typewritten, shall		
be prepared and delivered as fully registered bonds in book-entry only form, with one bond for		
each  maturity,  registered  in  the  name  of Cede  &		Co.  and  shall  be  made  available	to  the		
						
Underwriteroneat least	(1) business	day before the Closing Date for purposes	of inspection and		

packaging, unless otherwise agreed by the District and the Underwriter.						

8.	Closing Conditions.  The Underwriter has entered into this Purchase Contract in
reliance upon the representations, warranties	and agreements of the District contained	herein, and		

in reliance upon the representations, wananties and agreements to be contained in the documents		
and instruments to be delivered on the Closing Date and upon the performance	by the District of		
					the		
its obligations hereunder, both as of the date	hereof and as of the Closing Date.  Accordingly,			
				
Underwriter's obligations under this Purchase	Contract to purchase, to accept delivery	of and to		
						to be		
pay for the Bonds are conditioned	upon the performance by the District of its obligations			
					
				and instruments at or prior to the Closing Date,		
perf01med hereunder and under such documents			
								
and are also subject to the following additional conditions:							

(a)	The representations	
true, complete and correct, on the	
made on the Closing Date;	

and wmTanties of the District contained	herein shall		
			
date hereof and on and as	of the Closing Date, as		

be if

(b)	At  the  time	of  the  Closing,	the  Bond  Resolution,  the  Assessment		
					
Resolutions, the  Bonds, the Financing Documents and the Ancillary Agreements shall		
each be in full force and effect in accordance with their respective terms and the Bond		
Resolution,  the  Assessment  Resolutions,  the  Indenture  and  the  Limited  Offering		
Memoranda shall not have been supplemented, amended, modified or repealed, except in		
any such case as may have been agreed to by the Underwriter;		
( c)	At or prior to the Closing Date, the Underwriter and the District shall have		
received each of the following:			

9

(1)	The  Limited  Offering  Memorandum  and	each	
amendment, if any, thereto, executed on behalf of the District by	
of the Board or such other authorized member of the Board;		

supplement or the Chairperson

(2)	A  copy  of each  of the

Resolutions  certified	by	the  Secretary	
under seal as having	been duly adopted	
in full force and effect;		

Bond or an by the

Resolution and the Assessment Assistant Secretary of the Board Board of the District and as being

(3)	Executed

Ancillary Agreements in

Underwriter's counsel;

copies	of  each	of	
form and substance	

the Financing Documents and acceptable to the Underwriter and

( 4)	The	opinion,  dated  as	of	the  Closing Date  and  addressed	to  the		
							
District, of Greenberg Traurig, P.A.,		Bond	Counsel,	in the form included in the		
Preliminary  Limited  Offering  Memorandum  as  APPENDIX  C  or  otherwise  in		
form  and  substance  acceptable  to  the  Underwriter  and  Underwriter's  Counsel,		
together with a letter of such counsel, dated as of	the Closing Date and addressed		
to  the  Underwriter  and  the  Trustee,	to		the  effect	that  the  foregoing  opinion		
addressed to the District may be relied upon	by the Underwriter	and the Trustee to		
					
the same extent as	if such opinion were addressed	to them;					
								
( 5)	The	supplemental	opinion,	dated	as	of the  Closing  Date  and		
							Bond Counsel, in the		
addressed to the Underwriter, of	Greenberg Traurig, P.A.,			
form annexed as Exhibit C hereto or otherwise in form and substance acceptable		
to the Underwriter and Underwriter's Counsel;							
( 6)	The	opinion,  dated as	of	the  Closing  Date  and  addressed	to  the		
							
District, the Underwriter and the Trustee	of	Hopping	Green & Sams Professional		
								
Association, counsel to the District, in the	form annexed as Exhibit D hereto or in		
form and substance otherwise acceptable to the Underwriter and its counsel;			
(7)	An	opinion,	dated	as		of		the  Closing  Date  and  addressed	to  the		
											
Underwriter, Underwriter's Counsel,	the District and	Bond	Counsel, of counsel to		
									Counsel,  Underwriter,		
the  Trustee,	in form  and	substance  acceptable  to  Bond			
Underwriter's Counsel, and	the District;											
(8)	A customary authorization	and incumbency certificate, dated as of		
the  Closing  Date,  signed	by  authorized	officers  of the  Trustee  in  form  and		
			Underwriter's Counsel;			
substance acceptable to the Underwriter	and				
											
(9)	The  opinion,  dated as	of	the  Closing Date  and  addressed	to  the		
						
District, the Trustee and the Underwriter,	of Straughn & Turner, P.A., counsel to		
									
the Developer, in the form	annexed as Exhibit E hereto or in form and substance		
otherwise acceptable to the Underwriter	and	Underwriter's counsel;			

10

form to the

(10)	A certificate of the Developer dated as	of the		
annexed as Exhibit F hereto or otherwise	in form and		
				
Underwriter and Underwriter's Counsel;				

Closing Date, in the substance acceptable

(11)

A

copy

of

the Ordinance;

(12)		A	certificate,  dated		as	of	the	Closing	Date,  signed	by  the		
														of		
Chairperson or Vice-Chairperson and the Secretary	or an Assistant Secretary				
					District		
the  Board,	setting  f01ih	that:  (i)	each  of	the		representations  of the			
contained herein was true and accurate in all material respects on the date when		
made, has been true and accurate in all material respects at all times since, and		
continues to be true and accurate in all material respects on the Closing Date as if		
made on such date; (ii) the District has performed	all obligations to be performed		
						in the Limited		
hereunder as of the Closing Date; (iii) except as	may be disclosed			
		to principal		or		
Offering Memorandum, the District has never been in default as					
interest with respect to any obligation issued or guaranteed by the District; (iv) the		
District agrees to take all reasonable action necessary to use the Uniform Method		
as the means	of collecting the Series 2018 Special Assessments as described in		
the  Indenture;	and  (v)	the  Limited	Offering  Memoranda  (other  than  the		
																		
information under the captions "DESCRIPTION OF THE SERIES 2018 BONDS		
-  Book-Entry Only System,"  "THE DEVELOPMENT,"  "THE DEVELOPER,"		
"TAX  MATTERS,"  "SUITABILITY  FOR INVESTMENT,"  "LITIGATION	-		
The  Developer,"	and  "UNDERWRITING,"	as		to  which  no	view  need  be		
		of	the date hereof,	do not contain		
expressed)	as	of	their respective dates, and	as					
any untrue	statement of	a material	fact or omits to  state	a material fact which		
				purposes	for  which	the  Limited	Offering		
should  be	included  therein  for  the						
Memoranda are to be used, or which	is	necessary	in order to make the statements		
				under which they were made,		
contained therein, in the light of the circumstances			
											
not misleading;																				
(13)			A customary signature and no litigation	certificate, dated	as	of	the		
							or	Vice-		
Closing  Date,	signed  on  behalf of	the  District  by  the  Chairperson				
								
Chairperson and	Secretary or an Assistant	Secretary	of the Board in form and		
																
substance acceptable to the Underwriter	and Underwriter's Counsel;						
																
(14)		Evidence	of compliance by the District with the requirements	of		
						
Section 189.051, Florida Statutes;																		
(15)		Executed copies of	the District's certification as to arbitrage  and		
other matters		relative to	the tax  status	of the  Bonds under Section  148	of	the		
Internal Revenue Code of 1986, as amended;														

(16) to the Bonds;

Executed

copy

of

Internal Revenue Service Form 8038-G relating

11

(17)	A certificate of the District's consulting engineer, dated as of the		
Closing Date,	in the form annexed as Exhibit G hereto or otherwise in form and		
substance acceptable to the Underwriter and Underwriter's Counsel;		
(18)	A ce1iificate of the District manager,	methodology consultant and		
				
financial advisor in the form annexed as Exhibit H hereto or otherwise in form		
and substance acceptable to the Underwriter and Underwriter's Counsel;		
(19)	A  ce1iificate  of the  District	whereby  the  District  deemed  the		
		final for purposes of the Rule as of		
Preliminary Limited Offering Memorandum			
				
the  date  of	the  Preliminary  Limited	Offering  Memorandum  except  for  the		
						
Permitted Omissions;					

(20)	To the extent required under the Indenture, an investor letter from

initialeach

beneficial

owner

of

the Bonds in the form attached to the Indenture;

be

(21)	Such additional documents as may be required by the Indenture to
delivered as a condition precedent to the issuance	of either Series of the Bonds;		

(22)Evidence	of compliance by the District with the requirements	of		
				
Section 215.84, Florida Statutes;									
(23)	A ce1iified copy of the final judgment of the Circuit Court	in and		
for Polk County Florida validating	the Bonds and appropriate ce1iificate	of no-		

appeal;												
(24)	A	copy	of  the   Amended	&	Restated   Master	Assessment		
											
Methodology Report dated March 21, 2018, as supplemented by the Supplemental		
Assessment Methodology Report for Phase 2, dated the date hereof, as the same		
may be amended and supplemented from time to time, relating to the Bonds;			
(25)	A	copy	of the  Amended  and  Restated	Engineer's	Rep01i	dated		
									
March  21,  2018,  as  amended  by  the  First  Amendment  to  the  Amended  and		
Restated  Engineer's Report dated June, 2018;								

(26)	Acknowledgments in recordable form by all mortgage holders on
lands within the Series 2018 Assessment	Area as to the superior lien	of the Series		
		acceptable to the Underwriter		
2018 Special Assessments, in f01m and substance			
						
and Underwriter's Counsel;							
(27)	A Declaration of Consent to Jurisdiction of the District, Imposition		
of Special Assessments and Imposition of Lien of Record by the Developer	and		
			
any  other landowners  with respect to  all  real prope1iy	which  is  subject to  the		
		in form and		
Series 2018  Special Assessments, in recordable form and otherwise			
substance acceptable to the Underwriter and Underwriter's Counsel;				

12

(28)Evidence acceptable to the Underwriter in its sole discretion that		
the District has engaged a dissemination agent acceptable to the Underwriter (the		
"Dissemination Agent") for the Bonds;					
(29)	A  ce1iificate	of the	Dissemination	Agent	(i)	acknowledging  its		
				Agent	for  the  District  and		
agreement	to	serve  as  the	initial	Dissemination				
				Dissemination	Agent	as	set  forth  in  the		
undertake	the	obligations	of  the						
Continuing Disclosure Agreements (ii) representing that the Dissemination Agent		
is  aware  of the continuing  disclosure requirements  set fo1ih	in the  Continuing		
Disclosure Agreements and the Rule and that it has policies and procedures in		
place  to	ensure  its  compliance  with  its  obligations  under  the  Disclosure		
Agreements,  and  (iii)  covenanting  to  comply  with  its  obligations  under  the		
Disclosure Agreements; and							

(30)	Such additional legal opinions, ce1iificates, instruments and other

	documents	as,	the	Underwriter,  Underwriter's	Counsel		or  Bond  Counsel  may		
	reasonably request to evidence	the truth and accuracy,	as of the date hereof and	as		
					representations  and wananties	contained		
	of the  Closing	Date,  of the	District's				
	herein and of	the statements	and info1mation contained in the Limited Offering		
								or  satisfaction	by  the		District  and	the		
	Memoranda	and	the  due	perfo1mance							
	Developer on or prior to the Closing	of	all the agreements then to be performed		
																						
	and conditions then to be satisfied by each.																		
If the  District  shall		be	unable	to	satisfy	the	conditions	to		the		obligations	of	the		
													contained	in this		
						of and  to  pay  for  the  Bonds				
Underwriter  to  purchase,	to	accept  delivery					
					if the obligations		
												in its sole discretion), or			
Purchase Contract (unless waived by the Underwriter				
of the Underwriter to purchase, to accept delivery of and to pay for the Bonds		shall be te1minated		
for any reason pe1mitted by this Purchase Contract, this Purchase Contract shall terminate and		
neither the Underwriter nor the District shall be under any further obligation hereunder, except		
that the respective obligations	of	the District and the Underwriter set forth in Section 10		hereof		
																												
shall continue in full force and effect.																									
9.	Termination.		The Underwriter	shall have the right to te1minate its obligations		
										of and to pay for the Bonds		by		
under this Purchase Contract to purchase, to  accept delivery					
					
notifying the District in writing	of its election to do	so	if,	after the execution	hereof and prior to		
							Congress		of	the		
		have been introduced	in or	enacted	by the						
the  Closing:  (i)  legislation shall										
							States		
United States or enacted by the State, or legislation	pending in the Congress	of	the United			
				of	the		
									to the Congress					
shall have been amended, or legislation shall have been recommended						
United  States	or  otherwise		endorsed for  passage	(by	press	release,	other form  of notice  or		
otherwise) by the President	of the United States, the Treasury Department of	the United		States,		
								
														minority member	of	the Committee		
the Internal Revenue Service or the Chairperson or ranking					
	on Ways and Means	of	the United		
on Finance of the United	States Senate or the Committee					
																		
						or legislation shall have been proposed for consideration by		
States House	of Representatives,			
either such committee, by any member thereof, or legislation shall have been favorably reported		
for passage to either House		of	Congress	of the United States by a committee		of	such House	to		
										
which such legislation has been refened for consideration, or a decision shall have been rendered		
by a comi of	the United States or the State, including the Tax Court of the United	States, or a		

13

ruling shall have	been made	or a regulation shall have been proposed or	made or a press release		
or	other form	of	notice shall have	been issued	by the Treasury Department	of the United States,		
											or		
or	the Internal Revenue  Service	or	other federal  or State authority, with respect to federal			
State taxation  upon revenues	or	other income  of the  general  character to	be  derived	by	the		
										of	the general character	of	the		
District or	by any similar body, or upon interest on obligations						
Bonds,	which may have the purpose	or effect, directly or indirectly,	of	materially and adversely		
							securities	(including		
							or income, its				
affecting the tax exempt status	of the District, its property					
									
either Series of the Bonds) or the interest thereon, or any tax exemption	granted or authorized by		
										
the State or, which in the reasonable opinion of the Underwriter,	affects materially and adversely		
							of obligations	of	the		
the market for either Series	of	the Bonds,	or	the market price generally					
												has, without the prior written		
general character of the Bonds; (ii) the District or the Developer			
consent of the Underwriter,	offered or issued any bonds, notes or other obligations for borrowed		
									direct or contingent, or there has been an adverse		
money,	or	incmTed any material liabilities,			
change	of	a material nature	in	the financial position, results of operations or	condition,	financial		
										
or otherwise,	of the District or the Developer, other than in the ordinary course of their respective		
business; (iii) any event shall have occuned	or shall exist which,	in the reasonable opinion of	the		
Underwriter,	would  or  might	cause	the	information  contained	in	the	Limited		Offering		
Memorandum, as then supplemented	or	amended, to contain any untrue statement of	a material		
	required  to  be  stated	therein	or	necessary  to  make  the		
fact  or	omit	to	state  a  material	fact						
												they  were  made,	not		
						the  circumstances  under		which				
statements	therein,  in  the		light	of							
											
misleading; or (iv) the District	fails to adopt the Assessment Resolutions or fails to perform any		
			connection with the levy of either	Series	of the  Series 2018		
action to  be	performed by  it	in					
Special Assessments.																									

10.

Expenses.

(a)	The District agrees to pay, and the Underwriter	shall not be obligated to pay, any		
expenses incident to the perfmmance	of the District's obligations hereunder, including, but not		
				the Indenture; (ii) the cost of the		
limited to:  (i) the cost of	the preparation and distribution of			
preparation and printing, if applicable, of the Limited Offering Memoranda	and any supplements		
		request; (iii) the		
thereto, together with a reasonable	number of copies which the Underwriter may			
			of Cede & Co., as nominee	of	DTC, which will act as		
cost of registering the Bonds	in	the name					
securities depository for such Bonds; (iv) the fees and disbursements		of	counsel to the District,		
		Consulting	Engineer,  the		
the  District Manager,  the  Dissemination	Agent,  Bond  Counsel,  the					
						
						to the extent the work of		
Underwriter, Underwriter's Counsel, special counsel to the Developer			
		District's	methodology		
such  counsel	is  directly  related	to  the	issuance  of the  Bonds,	the				
consultant, the Consulting	Engineer, and any other experts or consultants retained by the District;		
									any Financing Documents,		
and (v) the cost of recording in the Official Records of the County			
						to	be  recorded		
Ancillary  Agreements	or	other	documents  or	certificates  that  are  required				
pursuant to the te1ms of	this Purchase Contract.	It is anticipated that such expenses shall be paid		
from the proceeds of the Bonds.	The District shall record all documents required to be provided		
in recordable	fmm hereunder	within three business days after the Closing Date, which obligation		
																	
shall survive the Closing.																	

(b)	The Underwriter  agrees to pay all  advertising expenses in connection with the

Bonds, if any.

14

11.		No Advisory or Fiduciary	Role.	The District acknowledges	and agrees that (i)		
													
the purchase and sale of the Bonds	pursuant to this Agreement is an arm's-length commercial		
transaction between the District and the Underwriter, (ii) in connection with such transaction and		
with the discussions, undertakings and processes leading up to such transaction, the Underwriter		
hasis and	been actingas solely			a principalnot and		as an advisor (including, without limitation, a		
Municipal Advisor (as such term is defined		in Section 975(e)		of	the Dodd-Frank	Wall	Street		
												
							of	the District, (iii) the Underwriter		
ReformProtectionand Consumer						Act)), agent or a fiduciary				
												the District with respect	to		
has not assumed an advisory or a fiduciary responsibility	in favor of				
					
the limited offering	of the Bonds	or the discussions, undertakings and process leading thereto		
				any affiliate of the Underwriter,	has provided or is currently		
(whether or not the Underwriter,	or					
																
									on	other matters)	or any other obligation to the		
advising or providing services	to the District					
									(iv) the Underwriter has		
	expressly set fmih in	this Agreement,			
District except the	obligations					
				and  (v)  the  District  has		
					differ  from	those	of	the  District				
financial	and	other	interests		that									
														appropriate	in		
						and  financial  advisors  to  the  extent  it  deemed				
consulted	with  its	own  legal						
												
connection with the offering	of the Bonds.																								
																																	
12.		Notices.  Any notice		or other communication to be given to the District under this		
Purchase Contract may be given by delivering the same in writing to the District Manager at		
Fishkind & Associates, Inc., 12051 Corporate Boulevard, Orlando, Floridanotice32817, and any					
or other communication to be given to the Underwriter under this Purchase Contract may be		
given by delivering the same in writing to FMSbonds, Inc., 20660		W. Dixie Highway,	Nmih		
													
Miami Beach, Florida 33180, Attention: Jon Kessler.																			
13.		Parties in Interest;		Survival	of	Representations.			This  Purchase  Contract	is		
										or		
																(including the	successors			
made  solely for  the  benefit	of	the  District and the  Underwriter					
																
assigns of the Underwriter)		and no other person shall acquire or have any right hereunder or by		
								representations, warranties and agreements contained	in this		
virtue hereof.	All of the District's					
						on		
Purchase Contract shall remain operative and in full force and effect and survive	the closing			
			and (ii)		
the Bonds, regardless of: (i) any investigations	made by or on behalf	of the Underwriter			
								
delivery of	and payment for the Bonds	pursuant to this Purchase Contract.									
																										
14.		Effectiveness.			This Purchase	Contract shall become effective upon the execution		
by the appropriate officials		of	the District and shall be valid and enforceable at the time	of	such		
				any conflict between the provisions of this Purchase Contract and		
acceptance.	To the extent	of			
																				of	this  Purchase	Contract	shall		
any prior  contract between the  parties  hereto,  the  provisions						

govern.																																						

15. convenience

Headings.	The headings of the sections of this Purchase Contract are inse1ied	for		
				
only and shall not be deemed to be a part hereof.			

16.	Amendment.	No  modification,	alteration  or  amendment		
					
Contract shall be binding upon any party until such modification,  alteration		
reduced to writing and executed by all paiiies hereto.		

to or

this Purchase amendment is

17.	Governing Law.	

This Purchase  Contract shall be  governed  and  construed  in

accordance with the laws

of

the State.

15

18.	Counterparts; Facsimile; PDF.

number of counterparts with the same effect signatures upon the same instrument. Facsimile

This Purchase Contract may be signed in any		
as  if the  signatures  thereto	and  hereto  were		
		originals.		
and pdf signatures shall be deemed			

[Signature page follows.]

16

Very truly yours,

FMSBONDS, INC.

By:--------------
Theodore A. Swinarski
Senior Vice President - Trading

Accepted and agreed to this
_	day of ____, 2018.

HOLLY HILL ROAD EAST

COMMUNITY DEVELOPMENT

DISTRICT

By:--------------

______

,

Board

of

Supervisors

17

EXHIBIT A DISCLOSURE AND TRUTH-IN-BONDING STATEMENT

-----·'

2018

Holly Hill Road East Community Development	District							
								
City of Davenp01i, Florida									
Re:  $ _____ Holly  Hill  Road  East  Community	Development  District  Special		
					
Assessment Bonds, Series 2018 (the "Bonds'')						
Dear Ladies and Gentlemen:									
Pursuant to  Chapter 218.3 85,	Florida Statutes,	and with respect to the issuance of the		
								
above-referenced  Bonds,  FMSbonds,	Inc.  (the  "Underwriter"),  having  purchased  the  Bonds		
pursuant to a Bond Purchase Contract	dated _____, 2018 (the "Bond Purchase	Contract"),		

by and between the Underwriter and Holly Hill Road East Community Development District (the		
"District"), furnishes the following informationconnectionin	with the limited offering and sale		
of the Bonds.  Capitalized terms used and not defined herein shall have the meanings	given to		
			
them under the Bond Purchase Contract:								

1.

The  total	underwriting	discount paid to  the  Underwriter pursuant to  the  Bond		
Purchase	Contract  for	the  Bonds  is  approximately	$__	per  $1,000.00  or		
						
$ _____					

2.	There  are no  "finders"  as  such term is  used in  Sections 218.385  and 218.386,

Florida Statutes,

in connection with the issuance

of

the Bonds.

3.

The nature and estimated amounts	
in connection with the issuance	of	
hereto.		

of expenses to the Bonds are

be set

incuned fo1ih in

by the Underwriter Schedule I attached

4. 5.

6.

The management fee charged by the Underwriter is: $0/$1,000 or $0.			
Any  other  fee,  bonus  or  other  compensation  estimated  to  be  paid  by  the		
Underwriter in connection with the Bonds to any person not regularly employed		
or retained by the Underwriter in connection	with the Bonds to  any person not		
				
regularly  employed  or  retained  by	the	Underwriter  is  as  follows:None.		
GrayRobinson, P.A. has been retained	as	counsel to the Underwriter and will be		
							
compensated by the District.							
Pursuant to  the provisions  of Sections	218.385(2)  and  (3),  Florida Statutes,	as		

amended, the following truth-in-bonding statements are made with respect to the		
Bonds.							

A-1

7.

The address of the Underwriter is:

FMSbonds, Inc.

20660 W. Dixie Highway

North Miami Beach, Florida 33180

The District is proposing to issue $_____ aggregate amount of the Bonds for the		
purposes of: [(i) providing funds to pay all or a portion of the costs of the planning,	financing,		
			
acquisition,  construction,  equipping	and installation of the  Series 2018  Project,  (ii)  funding  a		
				
deposit to the  Series  2018  Reserve  Account in an  amount equal to  the  Series  2018  Reserve		
Requirement, (iii) paying a portion of the interest coming due on the Bonds, and (iv) paying the		
costs of issuance of the Bonds.] This debt or obligation is expected to be repaid over a period of		
approximately _____ L_) years and _____ L_) months.  At a net interest cost		
of approximately _____% for the Bonds, total interest paid over the life of the Bonds will		

be$

-----

The source of repayment for the Bonds is the Series 2018 Special Assessments,	imposed		
			
and  collected by the District.   Based solely upon the  assumptions	set forth  in the paragraph		
						
above, the issuance of the Bonds will result in approximately $ _____ (representing the		
average annual debt service payments	due	on	the Bonds)  of the District's	special assessment		
							
			an annual basis to finance other services of the		
revenues not being available to the District	on			
District; provided however, that in the event that the Bonds were not issued, the District would		
not be entitled to impose and collect the Series 2018 Special Assessments	in the amount of the		
					
principal of and interest to be paid on the Bonds.							

[Remainder

of

page intentionally left blank.]

A-2

Sincerely,

By:

_____________

_

Theodore A. Swinarski

Senior Vice President - Trading

A-3

Schedule I

Expenses for Bonds:

Expense	Amount

DALCOMP

Clearance

CUSIP

DTC

FINRA/SIPC

MSRB

Electronic Orders

TOTAL:

A-4

1.

2.

	EXHIBIT B					
TERMS OF BONDS					
Purchase Price:   $_____ (representing the	$_____	aggregate principal		
amount of the  Series 2018  Bonds,	less underwriter's  discount	of$_____ [and		
					
			of$____~				
plus/less net original issue premium/discount					
						
Principal Amounts, Maturities, Interest Rates and Prices:				
2018	Series	Bonds					
Amount	Maturity		Interest					
			Rate					

The  Underwriter  has  offered  the  Bonds		
Purchase Contract at the initial offering prices set		
maturity of the Bonds to the public	at a price that		
			
except for the following maturities:	---~		

to the public on or before the date forth herein and has sold at least 10% is no higher than such initial offering

of	this	
of	each	
prices[,	

4.

Redemption Provisions:

Optional Redemption

The Series 2018 Bonds maturing	after May	1, 20_ may, at the option of the Issuer be		
called for redemption prior to maturity	as a whole or in part, at any time, on or after May 1, 20_		
					by lot), at a Redemption Price equal		
(less than all Series 2018 Bonds	of a maturity to be selected			
					
		2018  Bonds to be redeemed, plus accrued interest from the		
to the principal amount of	Series			
most recent Interest Payment Date through which interest has been paid to the redemption date		
from moneys on deposit in the Series 2018 Optional Redemption	Subaccount of the Series 2018		
Bond Redemption Account.	If such optional redemption	shall be in part, the District shall select		
						
		2018 Bonds to be optionally redeemed from each maturity so		
such principal amount of Series			
								is substantially level.		
that debt service on the remaining Outstanding Series 2018 Bonds			
			
Mandatory Sinking Fund Redemption						

The Series 2018 Bonds maturing	on May 1, 20_ are subject	to mandatory		
					
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption	amounts	set  forth		
Redemption  Price  of 100%  of their  principal  amount	plus	accrued	interest  to		
						
redemption.							

sinking fund	
on May 1 in	
below  at	a	
the  date	of	

B-1

Mandatory Sinking Fund

Year	Redemption Amount

*					
*Maturity					
The Series 2018 Bonds maturing on May	1, 20_ are subject to mandatory		
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption	amounts	set  forth		
Redemption  Price  of  100%  of their  principal	amount  plus	accrued	interest  to		
					
redemption.					

sinking fund	
on May 1 in	
below  at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

*			
*Maturity			
The Series 2018 Bonds maturing on May 1, 20_ are subject to mandatory		
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption  amounts	set  f 01ih		
			
Redemption  Price  of 100%  of their  principal  amount  plus  accrued  interest  to		
redemption.			

sinking fund	
on May 1 in	
below  at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

*

*Maturity

B-2

The Series 2018 Bonds maturing on May	1, 20_ are subject to mandatory		
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption	amounts	set  fmih		
Redemption  Price  of  100%  of their  principal	amount  plus	accrued	interest  to		
					
redemption.					

sinking fund	
on May 1 in	
below  at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

		*													
*Maturity														
	Upon  any redemption of	Series 2018  Bonds  other than in accordance	with scheduled		
									
mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to		
the Trustee revised mandatory sinking fund redemption	amounts recalculated so	as to amortize		
			equal annual installments		
the Outstanding principal amount	of Series 2018 Bonds in substantially			
						over the		
of principal and interest (subject to rounding to Authorized Denominations of principal)			
		as		
remaining term of the Series 2018 Bonds.  The mandatory sinking fund redemption amounts			
so recalculated shall not result in an increase	in the aggregate of the mandatory	sinking fund		
						
			In the event of	a redemption	or		
redemption amounts for  all  Series 2018 Bonds in any year.					
					
purchase  occurring  less	than  45	days  prior  to  a  date  on  which  a	mandatory		sinking  fund		
									
redemption payment  is	due,  the  foregoing	recalculation  shall  not be made to  the  mandatory		
sinking fund redemption amounts due in the year in which such redemption occurs, but shall be		
made to the mandatory sinking fund redemption amounts for the immediately succeeding and		
subsequent years.														
Mandatory	Extraordinary		Redemption										
	The  Series  2018  Bonds  are  subject  to  extraordinary  mandatory  redemption  prior  to		
maturity by the Issuer in whole or in part, on any date ( other than in the case of	clause (i) below,		
which extraordinary mandatory redemption in part must occur on a Quaiierly Redemption Date),		
at a Redemption Price equal to  100% of the principal amount of the Series 2018 Bonds to be		
redeemed, plus interest accrued to the redemption date, as follows:								

(i)	from   Series  2018   Prepayment  Principal  deposited   into  the  Series   2018
Prepayment Subaccount of the Series 2018 Bond Redemption	Account following the payment in		
				
whole  or in  part of Series  2018  Special  Assessments	on any  assessable  property within the		
			together		
District in accordance with the provisions	of the Second Supplemental Trust Indenture,			

with any excess moneys transferred by the Trustee from the Series 2018 Reserve Account to the		

B-3

Series 2018 Prepayment Subaccount	as	a result of such Series 2018 Prepayment	and pursuant to		
						
	If such redemption shall be in pmi, the Issuer shall select		
the Second Supplemental Indenture.			
			from each maturity so that debt		
such principal amount of Series 2018 Bonds to be redeemed			
					
service on the remaining Outstanding Series 2018 Bonds is substantially level;				
(ii)	from  moneys,  if any,	on  deposit  in  the  Series  2018  Funds,  Accounts	and		
					
Subaccounts in the Funds and Accounts (other than the Series 2018 Rebate Fund and the Series		
2018 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series		
2018  Bonds  and  accrued  interest thereon to  the  redemption  date  or  dates  in  addition  to  all		
amounts owed to Persons under the Master Indenture; and					

(iii)	from  any  funds  transferred from  the  respective  Subaccounts  within the  Series
2018 Acquisition and Construction Account in accordance with the provisions	of the  Second		
			
Supplemental  Indenture,  not  otherwise	reserved  to  complete  the  Series  2018  Project  or  the		
Amenity  Project,  and transferred to  the	Series  2018  General	Redemption  Subaccount of the		
Series 2018 Bond Redemption Account.		If such redemption shall be in pmi, the District shall		
				from each maturity so that		
select such principal amount of Series 2018 Bonds to be redeemed			
				
debt service on the remaining Outstanding	Series 2018 Bonds is substantially level.		

B-4

EXHIBIT C BOND COUNSEL'S SUPPLEMENTAL OPINION

, 2018 -----

Holly Hill Road East Community Development District

City ofDavenp01i, Florida

FMSbonds, Inc.
North Miami Beach, Florida

Re:

$_____ Holly Hill

Assessment Bonds, Series

Road East Community Development District Special 2018 (the "Bonds")

Ladies and Gentlemen:																			
We  have  acted  as  Bond  Counsel	to  Holly  Hill  Road  East  Community Development		
District (the "District"), a community development district established and existing pursuant to		
Chapter 190	of the Florida Statutes, as	amended (the "Act"), in connection	with the issuance by		
the District	of its $_____	original aggregate principal amount	of	Holly Hill Road East		
Community Development District Special Assessment Bonds,  Series 2018  (the  "Bonds").		In		
such  capacity,  we  have  rendered  our  final  approving  opinion  (the  "Opinion")	of	even		date		
herewith relating to the Bonds.	The	Series 2018	Bonds are secured pursuant to that certain		
Master Trust Indenture dated November		1,	2017 (the "Master Indenture"),		as supplemented	and		
									
	Indenture,Trust		dated as of	_____	1,	2018		
											
amended by that ce1iain Second Supplemental														
(the "Second Supplemental Indenture" and, together with the Master Indenture, the "Series 2018		
Indenture ")	by and between the District and U.S.  Bank National Association,	as trustee  (the		
"Trustee").																				
In connection with the rendering		of the Opinion, we have reviewed records	of	the acts		
taken by the District in connection with the authorization, sale and issuance	of the Bonds, were		
present at various meetings and participated in various discussions in connection therewith and		
have reviewed such other documents,	records and other instruments	as we deem necessary	to		

deliver this opinion.																			
The District has entered into a Bond Purchase	Contract dated	_____	, 2018 (the		
													
"Purchase Agreement"), for the purchase	of the Bonds.  Capitalized words used, but not defined,		
																
herein shall have the meanings ascribed thereto in the Purchase Agreement.										

Based upon the forgoing,

we are

of

the opinion that:

1.	The sale of the Bonds by the District is not subject to the registration	requirements		
of the  Securities Act of 1933,  as  amended  (the  "Securities Act"), pursuant	to	the exemption		
provided in Section 3(a)(2) of the Securities	Act.					

C-1

1939,

2.	The Indenture

as amended.

is

exemptpursuantfrom qualification

to the

Trust Indenture

Act

of

2.	The  infmmation  in  the  Limited		Offering	Memoranda  under  the	captions		
											
"INTRODUCTION,"  "DESCRIPTION  OF  THE  SERIES  2018  BONDS"  (other  than  the		
subheading "-Book-Entry Only System"), "SECURITY FOR AND SOURCES OF PAYMENT		
OF THE SERIES 2018 BONDS" and "APPENDIX	B: COPY OF MASTER INDENTURE	AND		
		such		
			INDENTURE,"   insofar	as			
PROPOSED	FORM  OF	SECOND  SUPPLEMENTAL					
statementsdescriptionsconstitute	of the Bonds or the Indenture,	are accurate as to the matters set		
							
fmih or documents described therein, and the information	under the captions 'TAX MATTERS"		
								
and  "AGREEMENT BY THE  STATE,"	insofar  as  such information purports  to  describe  or		
	of the State of Florida (the "State"),	and the provisions		
summarize certain provisions of the laws				
						
of the Internal Revenue Code of 1986, as amended	(the "Code"), is accurate.					
										
This  letter  is  furnished  by  us  as  Bond  Counsel.		No  attorney-client  relationship  has		
								
existed or exists between our film and FMSbonds, Inc. (the "Underwriter") in connection with		
the Bonds or by virtue of	this letter.  This letter is delivered	to the Underwriter solely for its		
							
benefit as Underwritermay and	not be used, circulated, quoted or otherwise referred to or relied		
upon by the Underwriter for any other purpose or by any other person other than the addressee		
hereto.  This letter is not intendedmayto, and	not be, relied upon by holders of the Bonds.			
											
					Very truly yours,					

C-2

EXHIBITD ISSUER'S COUNSEL'S OPINION
, 2018 -----

Holly Hill Road East Community
City of Davenport, Florida

FMSbonds, Inc.

North Miami Beach, Florida

U.S. Bank, National Association Orlando, Florida (solely for reliance upon Sections

Development

C.l., C.2. and

District

C.3.)

Re:	$_____ Holly Hill Road East Community	Development District Special		
									
	Assessment Bonds, Series 2018										
Ladies and Gentlemen:														
We serve as counsel to the Holly Hill Road East Community	Development District (the		
							
"District"),	a local unit of special-purpose government established pursuant to the laws of the		
State of Florida, in connection with the sale by the District of its $_____	Holly Hill Road		
						
East Community Development District Special Assessment Bonds, Series 2018 (the "Bonds").		
This  letter  is  delivered	to  you	pursuant	to  Section 3.01(2),	of the  Master Indenture	(defined		
								
				Trust  Indenture  (defined  below),  and		
below),  Section  2.09(c)	of the	Second  Supplemental			
								as of the date		
Section 8( c)( 6) of the Bond Purchase	Contract (referenced below), and is effective			

first written above.  Each capitalized term not otherwise defined herein has the meaning given it		
to it in the Indenture (defined herein).												
A.	DOCUMENTS EXAMINED										
In rendering  the	opinions  set forth  below,  we  have	examined  and/or relied  upon  the		
following documents and have made such examination	of law as	we have deemed necessary	or		

appropriate:															

1.

Ordinance No. 814 duly enacted by the City Commission Davenport, Florida (the "City") on July 10, 2017 (collectively,

of the City of "Establishment

2.

Ordinance");		of November 1,	2017 ("Master Indenture"),		
the Master Trust Indenture, dated as				
as	supplemented  with  respect  to	the	Series  2018	Bonds	by  the	Second		
Supplemental	Trust  Indenture,  dated  as	of _____	1,	2018  ("Second		
Supplemental	Trust  Indenture"	and,	together	with	the	Master  Indenture,		
				the	District  and  U.S.  Bank		
"Series  2018  Indenture"),  each  by  and  between				
							
National Association, as trustee ("Trustee");							

D-1

3.

4.

5.

Resolutions Nos. 2017-25 and 2018-_ adopted by the District on July 19, 2017		
and August 15, 2018, respectively (collectively, "Bond Resolution");	by		
Amended and Restated Engineer's Report dated March 21,  2018,  as amended			
			
the First Amendment to the Amended and	Restated Engineer's Report dated June,		
2018  ("Engineer's  Report"),  which  describes  among  other things,  the  "Series		
2018 Project";	Methodology Report dated March 21,		
Amended & Restated Master Assessment			
		Assessment Methodology  Report,		
2018,  as  supplemented  by the Supplemental			
		"Assessment Methodology");			
Phase 2 dated _____, 2018 (collectively,				

6.

7.

8.

Resolution   Nos.	2018-_,	2018-_,	2018-_	and	2018-_	(collectively,		
"Assessment  Resolution"),  establishing  the  debt  service  special  assessments		
("Debt Assessments"), securing the Bonds;					
the Final Judgment issued on July 7, 2017, by the  Circuit Court for the Tenth		
Judicial Circuit in and for Polk County, Florida in Case No. 53-2017CA-001617		
and the Certificate ofNo Appeal issued therefor;			2018		
the  Preliminary  Limited  Offering  Memorandum  dated			
("PLOM")  and  Limited  Offering  Memorandum  dated	2018		
("LOM");								

9.	certain certifications by FMSbonds, Inc.  ("Underwriter"), as underwriter to the

10. 11.

12. 13.

sale of the Bonds;				LLC, as		
certain ce1iifications of Dennis Wood Engineering			
			
ce1iain  certifications	of  Fishkind	&  Associates,  Inc.,		
Assessment Consultant and Financial Advisor;			
general and closing certificate of the District;			
an opinion of Greenberg Traurig, P.A. ("Bond Counsel"),		
connection withsalethe	and issuance	of the Bonds;		

District Engineer;

as	District  Manager,

issued to the District in

14.	an opinion of Holland & Knight ("Trustee Counsel"), issued to the District and
	Underwriter in connection withsale the	and issuance of the Bonds;		
15.	an opinion of Straughn	& Turner, P.A., counsel to the Developer (defined herein),		
					
	issued to the District and the Underwriter in connection with the sale and issuance		
	of the Bonds;				

16.	the following agreements ("Bond Agreements"):
(a) the  Continuing  Disclosure  Agreement	dated  _____,	2018,  by  and		
				and  a	dissemination		
among  the  District,  HHR  East,  LLC  ("Developer"),				
				
agent;	Underwriter and	the District and dated		
(b) the Bond Purchase Contract between				
								
_____, 2018 ("BPA");								
(c) the  Acquisition  Agreement  (2017  Bonds),  between  the  District  and  the		
Developer and dated _____, 2018;						
( d) the  Completion  Agreement  (2017  Bonds),  between  the  District  and  the		
Developer and dated _____, 2018;						
(e) the True-Up Agreement (2017 Bonds), between the District and the Developer		
and dated _____, 2018;			Agreement (2017 Bonds), between		
(f) the Collateral Assignment and Assumption			
		,	2018;			
the District and the Developer and dated _____					

D-2

	(g) [the   Interlocal	Agreement   between	North   Boulevard	Community		
	Development District and the District Regarding Mutual Cooperation for the		
	Financing, Operation and Maintenance	of	Certain Amenities to be Acquired		
							
	and/or Constructed; and							
	(h) the Agreement between Holly Hill Road East CDD, the District and Cassidy		
	Holdings  Group,	LLC  Regarding	the  Joint  Acquisition  of	Certain	Work		

	Product, Improvements and Real Property;]					
17.	Declarations of Consent	to Jurisdiction executed by the Developer; and			
									
18.	such other documents as we have deemed necessary or appropriate in rendering the opinions set forth below.

	We  have	also  attended	various  meetings	of the	District	and	have  participated	in		
							District	Engineer,	the		
				of the	District, the					
	conferences from time to time with representatives							
								
	District Manager and Assessment Consultant, the Underwriter, Bond Counsel, counsel to the		
	Underwriter, the Developer, counsel to the Developer, and others relative to the Limited Offering		
and	Memorandum	the related documents described herein.							

B.	RELIANCE

This opinion is solely for the benefit	of		
			
Trustee;  however,  the Trustee may  only rely		
opinions stated in Sections	C.l, C.2, and C.3.		
				
party or for any other purpose without our prior		

the (i) District; (ii) the Underwriter; and (iii) the		
on this opinion for the limited	purposes of the		
			
This opinion may not be relied on by any other		
written consent.			

C.

OPINIONS

Based on the foregoing, and subject to the qualifications and assumptions set forth herein,		
we are of the opinion that:									
l.	Authority -  Under the Florida Constitution and laws	of the State, the District	has		
					
been duly established and validly	exists as	a local unit of special	purpose government and a		
							
community  development  district under  Chapter  190,  Florida  Statutes  (the  "Act"),  with  such		
powers as set forth in the Act, and with good, right and lawful authority:  (a) to enter into and to		
consummate the transactions contemplated by the Bond Resolution, the Assessment Resolution,		
the Indenture, the Bonds and the Bond Agreements; (b) to issue the Bonds for the purposes for		
which they are issued; (c) to impose, levy, collect and enforce the Debt Assessments and pledge		
the Pledged Revenues to secure the Bonds as provided in the Indenture;	(d) to adopt the Bond		
Resolution and the Assessment Resolution; and (e) to perfmm its obligations under the terms and		
conditions of the Bond Resolution,	the Assessment Resolution, the Bond Agreements, the Bonds		
								
and the Indenture.									
2.	Assessments  -	The  proceedings	by  the  District  with  respect  to  the  Debt		
Assessments  have  been  in  accordance  with  Florida  law.   The  District  has  taken  all  action		
necessary to levy and impose the Debt Assessments as set forth in the Assessment Resolution,		
Assessment Methodology, and/or other applicable documents.  The Debt Assessments constitute		
legal,  valid,	binding  and  enforceable  first	liens  upon the  property  against  which  such  Debt		

D-3

Assessments are assessed, co-equal with the lien of all state, county, district and municipal	taxes		
			
and assessments, and superior in dignity to all other liens, titles and claims, until paid.			
3.	Agreements -  The (a) Bond Resolution,	(b) Assessment Resolution, (c) Bonds,		
				and delivery of		
(d) Indenture, and (d) Bond Agreements (assuming due authorization, execution			
				
documents (c)	(d) listed herein by any parties thereto other than the District) have been duly		
and validly authorized,  executed and delivered by the District, have been duly approved and		
adopted  and/or issued by the District,  are in full  force  and effect,  constitute legal, valid  and		
binding obligations of the District,	and are enforceable against the District in accordance with		
			to the issuance of		
their respective te1ms.  All conditions prescribed in the Indenture as precedent			
					
the Bonds have been fulfilled.							

4. Court in and

Validation -	The Bonds have been validated	by a final judgment		
				
for Polk County, Florida, of which no timely appeals were filed.		

of

the Circuit

5.	Governmental  Approvals	-		As	of  the	date  hereof,  all	necessary	consents,		
													
approvals, waivers or other actions by or filings with any governmental authority or other entity		
that are required for:  (a) the adoption	of the Bond Resolution and the Assessment	Resolution;		
								
				of the Bonds upon the terms set forth in the BP A,		
(b) the issuance, sale, execution and delivery			
		of the Indenture and Bond Agreements;	and (d)		
PLOM, and LOM; (c) the execution	and delivery				
							
							required hereby, have been duly obtained or		
the performance by the District of the transactions			
															
made and are in full force and effect.																					
6.	PLOM and LOM -	The District has duly authorized	the execution, delivery and		
				and based upon our		
distribution by the Underwriter of	the PLOM and LOM. To our knowledge,			
review of the PLOM and LOM and without having undertaken	to determine independently the		
											
accuracy, completeness or fairness	of the statements contained in the PLOM and LOM, and as of		
the date of their respective issuances, and with respect to the PLOM, the date	of the BPA, and		
with respect to the LOM, the date hereof, nothing has come to our attention which would lead us		
to believe that the PLOM and LOM contain an untrue statement	of a material fact or omit to state		
				of the circumstances		
a material fact necessary to make the statements	contained therein, in light			
under which they were made, not misleading, provided however that the opinions stated herein		
extend  only to  the following  provisions	of	the  PLOM  and  LOM:  "INTRODUCTION"	(as  it		
						
							SOURCE  OF  PAYMENT  OF  THE		
relates  to  the  District  only),  "SECURITY  FOR  AND			
SERIES  2018  BONDSPrepayment	of Series  2018  Special  Assessments"	and	"-Collateral		
									
					and Contract Rights,"  "ENFORCEMENT OF		
Assignments and Assumptions  of Development			
				(excluding  the  subcaptions  "District		
ASSESSMENT  COLLECTIONS,"  "THE	DISTRICT"			
Manager  and	Other  Consultants"),	"AGREEMENT	BY  THE  STATE,"	"LEGALITY  FOR		

INVESTMENT," "LITIGATION	The District," "CONTINUING DISCLOSURE" (as it relates		
to  the  District  only),  "VALIDATION,"	and  "AUTHORIZATION  AND  APPROVAL,"  and		
further provided however that the opinions	stated herein do not extend to any	statements	that		
					
					No inf01mation or opinion is offered as to		
constitute descriptions of the Bonds or the Indenture.			
														
any remaining provisions of the PLOM or LOM.																

7.	Litigation -  As the District's Registered Agent for service of process		
that we have not been served with notice, there	is no litigation	pending or, to the		
				
knowledge,	threatened  against the  District:   (a)	seeking to  restrain or enjoin the		

and the fact best of our issuance or

D-4

delivery  of the  Bonds  or the  application	of	the  proceeds thereof,  or the  imposition,	levy	or		
collection	of the Debt Assessments	or the Pledged Revenues pledged for the payment	of the debt		
					Debt		
										authority for the			
service  on the Bonds;  (b) contesting or affecting the  authority for the				
Assessments, the authority for the issuance	of the Bonds or the validity or enforceability	of	the		
		or the transactions  contemplated thereunder;	(c)		
Bonds,  the  Indenture,  the Bond Agreements				
contesting or affecting the establishment	or existence of the District or any of its Supervisors,		
officers or employees, its assets, property or condition, financial or otherwise, or contesting or		
affecting any of the powers of the District, including	its power to enter into the Indenture or the		
				and  pledge  the	Debt		
Bond  Agreements,  or  its  power	to	dete1mine,  assess,  levy,  collect				
Assessments for the payment of the debt service on the Bonds; or ( d) specifically	contesting the		
							
exclusion from federal gross income of	interest on the Bonds.									
8.	Compliance-with Laws	To the best of our knowledge,	the District is not, in any		
											
manner material to the issuance	of	the Bonds or the Debt Assessments, in breach of or default		
under any applicable provision	of the Act or constitutional	provision, statute, or administrative		
											
regulation	of the State of Florida, or any applicable	judgment or decree, any loan agreement,		
indenture, bond, note, resolution, agreement (including the Bond Agreements and Indenture), or		
any other material instrument to which the District is a party or to which the District or any of its		
property or assets is otherwise subject, and to the best of our knowledge,	no event has occurred		
and  is  continuing  which  with  the  passage	of time  or  the  giving  of notice,  or  both,  would		
												
constitute	a  material  default  or  event	of	default  by  the  District under  any  such  instrument;		
provided, however, that no opinion is expressed as to compliance with any state or federal tax or		
securities laws.																	

9.	Authority to  Undertake  the Project -  The  District has  good right		
authority under the Act to undertake, finance,  acquire, construct,  own,  and operate		
2018 Project, subject to obtaining such licenses, orders or other authorizations as are,		
of such opinion, required to be obtained	from any agency or regulatory body.		

and	lawful	
the	Series	
at the date	

D.

CERTAIN ASSUMPTIONS

In rendering the foregoing opinions,	we have assumed the following:  (1)	that all public		
						
records, certifications, agreements and other documents examined by us that have been executed		
or certified by public officials acting within the scope of their official capacities	are authentic,		
truthful and accurate; (2) that copies of such public records, certifications,	agreements, and other		
documents furnished to us are authentic and conform to the originals; (3) that all signatures on		
executed public records, certifications, agreements and other documents are genuine; and ( 4) that		
all public records, certifications, agreements and other documents have been properly authorized		
and are binding on each of the other parties thereto.	Such assumptions do not apply to District		
					
documents.						

E.

CERTAIN QUALIFICATIONS

The foregoing opinions are subject to the following qualifications:		
1.	The  opinions	or  statements	expressed	above  are  based		
				Accordingly, we		
Florida in effect at the time	of issuance of the Bonds.			

solely on express no

the laws opinion

of nor

D-5

make any (including other state

statement regarding but not limited to the or other jurisdiction.

the effect or application of the laws of Internal Revenue Code or any proposed

the federal government changes thereto), or any

2.	Our opinion as to enforceability	of any document is subject to limitations imposed	
by  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,  readjustment  of	debt,  or	
similar laws, relating to or affecting creditors' rights generally and general principles of equity	
(regardless of whether such enforceability is considered in a proceeding in equity or at law), and	
to  the  exercise  of judicial  discretion  in  appropriate  cases,  including  the  fact  that  specific	
performance and other equitable remedies are granted only in the discretion of a court.		
3.	Nothing  herein	shall	be  construed	as	an	opinion  regarding	the	possible	
applicability	of state securities or "blue sky"  laws  or federal  securities laws,  as to  which no	
opinion is expressed.									
4.	We further expressas no opinion	to the necessity for an interest rate waiver under	
Florida law, or the applicability	of any provision or section of the Internal Revenue Code.	
5.	We  express  no	opinion  and  make  no  representations  with  regard  to  financial	
information or statistical data. We express no opinion as to compliance with any state or federal	
tax laws.										
6.	We have not reviewed, and therefore express no opinion, regarding any land use,	
real property or other related items, including but not limited to whether the Developer is able to	
convey good and marketable title to any particular real property or interest therein and related to	
the Series 2018 Project.									
7.	With respect to any of	the opinions set forth in this letter which are based on or	
qualified by the phrase "to our knowledge," the words	"to our knowledge" signify that, in the	
course of our representation of	the District, no	facts have come to our attention that would give	
us actual knowledge that any such opinions or other matters are not accurate.   Except to the	
extent  expressly  set  forth  herein,  we  have  not  undertaken  any  independent  investigation  to	
dete1mine the existence or absence of any such facts, and no inference as to our knowledge of the	
existence of	such facts should be drawn from the fact	of our representation of District.		
8.	The opinions set forth herein are based on factual representations made to us as of	
the date hereof.  We assume no duty to update or supplement our opinions to reflect any facts or	
circumstances that may thereafter come to our attention, or to reflect any changes in law that	
may thereafter occur or become  effective.   Moreover,	our opinions are not a	guarantee  of a	
particular result,  and  are  not binding  on the  courts  or any  other  entity;  rather,  our opinions	
represent our professional judgment based on our review of	existing law, and in reliance on the	
representations and covenants that we deem relevant to such opinions.			
			Sincerely,					

Hopping Green

&

Sams P.A.

D-6

For the Firm

D-7

EXHIBITE

DEVELOPER'S COUNSEL'S OPINION

_____

,2018

Holly Hill Road East Community

Hillsborough County, Florida

FMSbonds, Inc.

North Miami Beach, Florida

U.S. Bank National Association

Orlando, Florida

Greenberg Traurig, P.A.

Florida Miami,

GrayRobinson, P.A.

Tampa, Florida

Development District

Re:

$ _____ Holly Hill

Assessment Bonds, Series

Road East Community Development District Special 2018 (the "Bonds")

Ladies and Gentlemen:																				
I am counsel to HHR East, LLC, a Florida	limited liability company (the "Developer"),		
				community  located  in  the  City  of		
which  is  the  owner  of certain	land  within	the	planned			
												
Davenport,  Florida  and  commonly  referred  to  as  "North  Ridge  Estates,"  as  such  lands  are		
described in the Limited Offering Memoranda (as hereinafter defined).	This opinion is rendered		
at the request of the Developer	in connection with the issuance by the Holly Hill Road East		
						of the  above-referenced	Bonds,  as  further		
Community  Development	District  (the  "District")				
						
														dated _____, 2018		
described in the District's Preliminary Limited Offering Memorandum			
			, 2018, including the		
and the District's final Limited	Offering Memorandum, dated _____			
				Capitalized		
appendices  attached  thereto  (collectively,  the  "Limiting  Offering Memoranda").			
terms not defined herein shall have the meaning set forth in the Limited Offering Memoranda.		
It is my understanding that the Series 2018 Bonds	are being issued for the purposes of: (i)		
		the	planning,	financing,	acquisition,		
providing  funds  to  pay  all	or	a	portion	of	the	costs	of						
													herein),  (ii)		
				of	the	Series		2018	Project	(as  defined			
construction,  equipping  and	installation										
														
funding a deposit to the Series 2018 Reserve Account in an amount equal to the  Series 2018		
Reserve Requirement (as defined herein), (iii) paying a portion	of the interest coming due on the		
Series 2018 Bonds, and (iv) paying	the costs of issuance	of	the Series 2018 Bonds.			

E-1

In	my  capacity  as		counsel	to	the	Developer,	I	have  examined  originals	or  copies		
										copies	of the	Limiting	Offering  Memoranda,  the		
identified	to	my  satisfaction	as  being true						
Continuing Disclosure Agreement	to be dated as of the Closing	Date (the "Continuing Disclosure		
												Inc.,	as		
Agreement"), by and among the District, the Developer, and Lerner Repmiing Services,				
dissemination agent, the Agreement Regarding the Completion	of	Ce1iain Improvements by and		
between	the  District  and		the	Developer		dated	as  of	the  Closing	Date	(the  "Completion		
																	the		
										of Real Prope1iy by and between			
Agreement"), the Agreement Regarding the Acquisition				
					
District and the  Developer	dated	as	of	the  Closing Date  (the  "Acquisition	Agreement"), the		
												
	Assumption	of	Development  Rights  Relating  to  the  Series  2018		
Collateral  Assignment  and					
					the  Developer	dated	as	of the  Closing  Date  (the		
Project  by  and  between  the	District		and							
											2018 by and between		
				Regarding True-Up	as to Series				
"Collateral Assignment"), the Agreement						
		the Closing Date (the "True-Up Agreement"),	and the		
the District and the Developer	dated as	of				
								
						of	the District, Imposition of	Special Assessments and		
Declaration	of Consent to	Jurisdiction					
Imposition of Lien of Record dated	as	of	the Closing Date and executed	by the Developer (the		
"Declaration of Consent")	and [amenity agreements] (collectively, the "Documents") and have		
		law as	I	have  deemed	necessary or appropriate  in rendering this		
made  such examination of						
opinion.	In	connection with the forgoing,		I also have reviewed and examined (i) the Operating		
				of	_____	and	the	Developer's  Articles		of		
Agreement	of  the  Developer	dated		as										
														
Organization filed on April	21, 2017, and (ii) certificates	of good standing issued	by	the State of		
Florida for the Developer on _____,	2017 (collectively, the "Organizational	Documents").		
								
In	rendering  this	opinion,	I	have  assumed,  without  having  made  any  independent		
investigation of the facts, the genuineness	of	all signatures (other than those	of	the Developer)		
and the authenticity of all documents submitted to me as	originals	and the conformity to original		
documents of all documents submitted to me	as ce1iified,	conformed or photostatic copies, and		
																		
the legal capacity of all natural	persons.																										
																														
In  basing the  opinions	set fmih		in this	opm10n on	"my knowledge,"  the	words  "my		
knowledge" signify that, in the course	of	my representation of	Developer,		no facts have come to		
														
my attention that would give me actual knowledge or actual notice that any such opinions or		
other matters are not accurate.	Except	as	otherwise stated in this opinion,		I have undertaken no		

investigation or verification	of such matters.																						
																																
Based on the forgoing,	I am	of the opinion	that:																		
																						
1.		The Developer is a limited	liability company organized and existing under the		
																									
laws of the State of Florida.																																
2.		The Developer has the power to conduct its business and to		unde1iake	the funding		
of the development of the lands in the District as	described in the Limited	Offering Memoranda		
										
and to enter into the Documents.																													
3.	The  Documents  have  been  duly  authorized,	executed  and  delivered  by  the		
Developer  and  are  in full	force	and		effect.	Assuming	the  due  authorization,  execution and		
delivery	of	such instruments	by the  other pmiies thereto  and their authority to perform such		
																				obligations	of	the	Developer,		
instruments, the  Documents  constitute legal,  valid and binding						
														
enforceable in accordance with their respective terms.																		

E-2

4.	Nothing has come to my attention that would lead me to believe the information		
contained  in the Limited  Offering Memoranda under the  captions  "THE DEVELOPMENT,"		
"THE DEVELOPER," "LITIGATION -  The Developer," and "CONTINUING DISCLOSURE"		
(as  it  relates  to  the  Developer  only)  does  not  accurately  and  fairly  present the  information		
purported to be shown or contains any untrue statement	of a material fact nor omits to state any		
material fact necessary to make the statement made therein, in light of the circumstances	under		
				
which they were made, not misleading as of the dates of the Limited Offering Memoranda or as		
of the date hereof.										
5.	The execution, delivery and perfo1mance	of the Documents by the Developer do		
not violate (i) the operating agreements of the Developer, (ii) to my knowledge, any agreement,		
instrument or Federallaw, or Florida	knownrule or regulation	to me to which the Developer is a		
pmiy or by which any of such entity's assets are or may be bound; or (iii) to my knowledge, any		
judgment, decree or order	of any administrative tribunal, which judgment, decree, or order is		
binding on the Developer or its assets.								
6.	Nothing  has  come  to  my  attention  that  would  lead  me  to  believe  that  the		
Landowner is not in compliance in all material respects with all provisions of applicable law in		
all  material matters relating to  such entity as  described in the  Limited Offering Memoranda.		
Except as otherwise described in the Limited Offering Memoranda, (a) I have no knowledge that		
the  Developer  has  not  received  all  government  pe1mits,  consents  and  licenses  required  in		
connection with the construction and completion of the development of the Series 2018 Project		
and the lands in the District as described in the Limited Offering Memoranda;  (b)	I have no		
knowledge of	any default	of any zoning condition, land use pe1mit or development	agreement		
							
which would adversely affect the Developer's ability to complete development of the Series 2018		
Project and the lands in the District as described in the Limited Offering Memoranda and all		
appendices thereto; and ( c) I have no knowledge and am not otherwise aware of any reason to		
believe that any permits, consents and licenses required to complete the development	of the lands		
						
in the  District	as  described in the Limited Offering Memoranda will not be  obtained  in due		
course as required by the Developer.								
7.	To the best	of my knowledge after due inquiry, the levy of the Series 2018 Special		
Assessments  on the applicable lands within the District will not conflict with or constitute a		
breach of or default under any agreement, indenture or other instrument to which the Developer		
is a party or to which the Developer or any of its property or assets are subject.						
8.	To the  best  of my knowledge  after due  inquiry,  there  is no  litigation pending		
which would prevent or prohibit the development of the Series 2018 Project or the lands in the		
District in accordance with the descriptions thereof in the Limited Offering Memoranda and the		
Engineer's Report annexed thereto or which may result in any material adverse change in the		
respective business, properties, assets or financial condition of the Developer.						
9.	To the best	of my knowledge after due inquiry, the Developer has not made an		
assignment for the benefit	of creditors, filed a petition in bankruptcy, petitioned or applied to any		
tribunal  for  the  appointment	of  a  custodian,  receiver  or  any  trustee  or  commenced	any		
				
proceeding under any bankruptcy, reorganization, anangement,	readjustment of debt, dissolution		
	my knowledge after due inquiry,		
or liquidation law or statute of any jurisdiction.  To the best of			

E-3

the Developer has not indicated its consent to, or approval of, or failed to object timely to, any		
petition in banluuptcy,  application or proceeding or order for  relief or the  appointment	of a		
			
custodian, receiver or any trustee.															
10.	To the best of my knowledge	after due inquiry, the Developer is not in default		
														
under any mortgage, trust indenture,	lease or other instrument to which it or any of its assets are		
														
subject, which default would have a material  adverse effect on the  Series 2018  Bonds  or the		
development of the Series 2018 Project or the lands in the District.									
This opinion is given as of	the date hereof, and I disclaim	any obligation to update this		
			The foregoing	opinion		
opinion letter for events occurring	after the date		of this opinion letter.				
								
					of Florida and the federal laws of	the United		
applies only with respect to the laws of the State				
States of America and I express no opinion with respect to the laws of	any other jurisdiction.		
Nothing  herein shall  be  construed as  an opinion regarding the  possible	applicability	of	state		
							
securities or "blue sky" laws, as to which no opinion is expressed. This letter is for the benefit of		
and may be relied upon solely by the addressees	and this opinion may not be relied upon in any		
												
manner, nor used, by any other persons or entities.											
My opinion as to enforceability of any document	is subject to limitations imposed by		
					of debt, or similar		
banluuptcy, insolvency, reorganization, moratorium, liquidation, readjustment			
		of  equity		
laws  relating  to  or  affecting  creditor's  rights  generally  and  general  principles			
(regardless	of whether such enforceability is considered in a proceeding in equity or at law), and		
to the exercise of judicial discretion	in appropriate cases.										
															
			Very truly yours,										
			STRAUGHN & TURNER, P.A.								

E-4

EXHIBITF

CERTIFICATE OF DEVELOPER

HHR

East, LLC, a Florida limited liability company (the "Developer"), DOES HEREBY

CERTIFY, that:																												
1.	This Certificate	of the Developer is furnished pursuant to Section 8( c)( 10)		of the		
Bond Purchasedated	Contract		_____	,	2018 (the "Purchase Contract") between Holly Hill		
								(the	"District")	and  FMSbonds,	Inc.			(the		
Road  East  Community  Development	District									
"Underwriter")	relating	to  the  sale  by	the	District		of its	$_____	original	aggregate		
																
principal amount of Holly Hill Road East Community		Development District Special Assessment		
																
Bonds, Series 2018 (the "Series 2018 Bonds").	Capitalized terms used, but not defined, herein		
shall have the meaning assigned thereto in the Purchase Contract.												
2.		The Developer is  a limited liability company	organized and existing under the		
															
laws of the State of Florida.																											
3.		Representatives	of the Developer	have provided information to the District to be		
						of	its	Series  2018  Bonds, pursuant		to  a		
used  in connection with the  offering	by	the	District							
										
				dated _____,	2018 and the Limited Offering		
Preliminary Limited Offering Memorandum				
				including	the	appendices	attached	thereto		
Memorandum,	dated	_____.,		2018,								
																	
(collectively, the "Limited Offering Memoranda").																
4.		The Declaration of Consent to Jurisdiction of Holly Hill Road East Community		
Development	District  and  to	Imposition	of	Special  Assessments  dated  _____	,		2018		
										
						in the public records	of Polk County, Florida (the		
executed by the Developer and to be recorded				
											of  the  Developer,		
"Declaration	of  Consent"),  constitutes		a	valid  and  binding  obligation			
enforceable against the Developer in accordance with lts terms.												
5.		The  Developer  has  reviewed  and  approved  the  information  contained  in  the		
Limited  Offering  Memoranda  under  the  captions  "THE  SERIES  2018  PROJECT,"  "THE		
DEVELOPMENT,"  "THE  DEVELOPER,"  "BONDOWNERS'  RISKS"  (as  it  relates  to  the		
Developer,	the  Development  and  non-specific  Bondholder  risks),  "LITIGATION		-			The		
Developer"  and "CONTINUING DISCLOSURE" (as it relates to the Developer) and warrants		
and represents that such info1mation	did not	as	of their respective dates, and does not as	of the		
								a	material	fact  or omit to  state  a material	fact		
date  hereof,  contain any  untrue  statement	of						
							
												under which they were		
necessary to make the statements therein, in the light of the circumstances			
						in the		
made, not misleading.	In addition,	the Developer is	not aware of	any other information			
									
								an untrue statement	of a material fact or omits to		
Limited Offering Memoranda that contains					
						therein, in light of the circumstances	under		
state a material fact necessary to make the statements				

which they were made, not misleading.																								

6. to comply

The Developer represents and waffants that it has complied with and will continue		
with Chapter 190.048, Florida Statutes,	as amended.		

F-1

7.	As	of the date hereof,	there has been no material adverse change in the business,		
				of the Developer	which has not been disclosed in the		
properties, assets	or financial	condition				

Limited Offering Memoranda.																														
8.	The Developer hereby represents that it owns that the lands in the District that		
will be subject to the	Series 2018		Special Assessments		as		described in the Limited Offering		
Memoranda,	and	the	Developer	hereby  consents  to  the		levy		of	the  Series	2018		Special		
																		
																	The levy of the Series 2018		
Assessments on the lands in the District owned by the Developer.			
Special Assessments on the Lands in the District will not conflict with or constitute a breach	of		
				
or default under any agreement, mortgage, lien or other instrument to which the Developer is a		
party or to which its property or assets are subject.																				
9.	The Developer has not made an assignment for the benefit	of creditors,	filed	a		
									
petition in bankruptcy, petitioned or applied to any tribunal for the appointment	of a custodian,		
	reorganization,		
receiver or  any trustee  or commenced any proceeding under any  bankruptcy,			
arrangement, readjustment	of	debt, dissolution or liquidation law or statute	of any jurisdiction.		
	to,			its consent		or approval	of, or failed to object timely to, any		
												
The Developer has not indicated																							of	a		
petition in bankruptcy,  application or proceeding or order for  relief or the  appointment				
					
custodian, receiver or any trustee.																											
10.	The Developer acknowledges	that the Series 2018 Bonds have the debt service		
requirements set forth in the Limited Offering Memorandum and that the Series 2018 Special		
Assessments will be levied by the District at times,  and in amounts  sufficient, to  enable the		
District to pay debt service on the Series 2018 Bonds when due.														
11.	To the best	of	our knowledge,	the Developer is not in default under any other		
												deed  of	trust,	note	or		other		
resolution,  ordinance,  agreement  or  indenture,  mortgage,  lease,									
instrument to which the Developer is subject or by which the Developer or its properties are or		
may  be  bound,	which  would  have	a	material  adverse		effect	on	the  consummation	of	the		
												of		
transactions contemplated by the Financing Documents, Ancillary Documents,	the Declaration			
Consent or on the Development	and is current in the payment	of all ad valorem, federal and state		

taxes associated with the Development.																							
12.	Except as otherwise	disclosed in the Limited Offering Memoranda, there is no		
action, suit or proceedings at law or in equity by or before any court or public board or body		
pending or, solely to the best		of	our knowledge,	threatened against the Developer (or any basis		
												of Financing Documents,		
therefor)  (a)  seeking to restrain or enjoin the	execution or delivery			
Declaration	of Consent and/or	Ancillary  Documents to  which the  Developer is  a party,  (b)		
					or enforceability of the Financing Documents, Declaration	of		
contesting or affecting the validity					
Consent and/or Ancillary Documents, or any and all such other agreements or documents as may		
be  required  to  be  executed,		or	the  transactions  contemplated		thereunder,	(c)  contesting		or		
										
affecting the establishment	or existence	of the Developer or		of the Developer's business,	assets,		
						of	the		
															or affecting any	of the powers					
property or conditions, financial or otherwise, or contesting							
Developer, or (d) that would have a material and adverse	effect upon the ability of the Developer		
to (i) complete the development	of	lands within the District as described in	the Limited	Offering		
											
Memoranda, (ii) pay the Series 2018 Special Assessments, or (iii) perfo1m its various obligations		
as described in the Limited Offering Memoranda.																				

F-2

13.	To the best of our knowledge	after due inquiry, the Developer is in compliance in		
								matters relating to the		
all material respects with all provisions	of	applicable law in all material			
							
Development  as  described  in  the  Limited  Offering  Memoranda,  including  applying  for  all		
necessary pe1mits.  Except as otherwise described in the Limited Offering Memoranda, (a) the		
Development is zoned and properly designated for its intended use; (b) all government pe1mits		
other than certain pe1mits,  which pe1mits	are	expected	to	be  received	as	needed,	have  been		
							permit  or		
received;  (c)  the  Developer	is  not  aware	of	any  default  of any  zoning  condition,			
						
										Developer's ability to  complete or		
development	agreement which would adversely  affect the			
cause the completion of development of	the Development as described	in the Limited Offering		
Memoranda and all appendices	thereto;		and	(d) there is no reason	to believe that any pe1mits,		
											
consents  and  licenses  required  to  complete  the  Development  as  described  in  the  Offering		
Memoranda will not be obtained as required.											
14.	The  Developer  acknowledges  that  it  will  have  no  rights  under  Chapter  170,		
Florida Statutes, as amended, to prepay, without interest, the Series 2018 Special Assessments		
imposed on lands  in the District owned by the  Developer	within thirty	(3 0)  days  following		
completion of the Series 2018 Project	and acceptance thereof by the District.				

	15.	The  Developer  has  never	failed  to  comply  in  all		
							
disclosure obligations pursuant to SEC Rule 15c2-12.		
	16.	The Developer is not in default	of	any obligations to		
						
the Developer is not insolvent.					
Dated:	-----' 2018.			HHR East, LLC, a		
				company		

material  respects  with  any

pay special assessments, and

Florida limited liability

By:

______

_

its Manager

F-3

			APPENDIXG												
	CERTIFICATE OF ENGINEER									
CERTIFICATE OF DENNIS WOOD ENGINEERING	LLC  (the  "Engineers"), DOES		
										
HEREBY CERTIFY, that:																					
1.	This certificate is furnished pursuant to	Section	8( c)(17) of the Bond Purchase		
Contract dated _____, 2018 (the "Purchase	Contract"), by and between Holly Hill Road		
			and FMSbonds, Inc. with respect	to	the		
East Community Development District (the "District")						
					Holly	Hill  Road  East		
District's	$_____ original	aggregate	principal  amount  of				
																				.		
Community  Development  District  Special  Assessment  Bonds,  Series  2018  (the  "Bonds")		
Capitalized terms used, but not defined, herein shall have the meaning assigned thereto	in the		
Purchase Contract or the Preliminary	Limited Offering Memorandum dated _____	, 2018		
					
			dated	_____,	2018, including	the appendices		
and the Limited Offering Memorandum,							
								as		
							the  "Limited Offering Memoranda"),			
attached thereto,  relating to  the  Bonds  (collectively,				

applicable.																					
2.	The Engineers have been retained by the District as consulting	engineers.					
									
3.	The  plans  and  specifications  for  the  Series  2018  Project  ( as	described	in	the		
Limited Offering Memoranda) were approved by all regulatory bodies required to approve them.		
All environmental and other regulatory permits or approvals required in connection with the		
construction of the Series 2018 Project were obtained.													
4.	The Engineers prepared the  report entitled  "Amended	and Restated Engineer's		
Report"  dated March 21,  2018,  as		amended	by  the  "First Amendment to  the  Amended and		
												The Report was		
Restated	Engineer's Report"  dated June,  2018  (collectively, the  "Report").			
prepared in accordance with generally accepted engineering principles.	The Report is included		
as "APPENDIX A: ENGINEER'S REPORT"	to the Preliminary Limited Offering Memorandum		
			a  description  of the  Report  and  certain  other		
and  the  Limited  Offering  Memorandum	and				
								in the Preliminary Limited Offering		
information relating to the Series 2018 Project are included			
Memorandum and the Limited Offering Memorandum under the captions "THE SERIES 2018		
PROJECT"  and  "THE  DEVELOPMENT."		The  Report  and  said  infmmation  are  true  and		
complete in all material respects, contain no untrue statement of a material fact, and do not omit		
to  state	a  material  fact  necessary		to	make		the	statements	made	therein,		in  light		of	the		
																						
circumstances under which they were made, not misleading.											
5.	The Engineers hereby consent to	the inclusion of the Report	as		"APPENDIX A:		
ENGINEER'S REPORT"  to the Preliminary Limited Offering Memorandum and the Limited		
Offering  Memorandum  and  to  the  references	to	the	Engineers  in  the  Preliminary	Limited		

Offering Memorandum and the Limited Offering Memorandum.										

6. accordance

The Series 2018 Project is being constructed in sound workmanlike manner and in with industry standards.

G-1

7.	The  price  being  paid  by  the	
improvements included within the Series 2018	
the Series 2018 Project or the fair market value	

District to Project will of the assets

the District not exceed acquired by

for acqms1t10n the lesser of the the District.

of the cost of

8.	To the best of our knowledge,	after due inquiry, the Developer is in compliance in		
						matters relating to the		
all material respects with all provisions	of applicable law in all material			
							
Developer and the Development as described in the Limited Offering Memoranda.  Except as		
otherwise described in the Limited Offering Memoranda, (a) all government permits required in		
connection  with  the  construction	of	the  Development	as  described	in  the  Limited  Offering		
										
Memoranda have been received;	(b) we are not aware of the any default of any zoning condition,		
land use permit or development agreement which would adversely affect the ability to complete		
development	of the  Development	as	described  in  the	Limited	Offering  Memoranda  and	all		
appendices thereto; and (c) we have no actual knowledge and are not otherwise	aware	of	any		
					
reason to believe that any permits, consents and licenses required to complete the Development		
as described in the Limited Offering Memoranda will not be obtained in due course as required		
by  the  Developer,  or  any  other  person  or  entity,  necessary  for  the  development	of	the		
				
Development as described in the Limited Offering Memoranda and all appendices thereto.				

9.	There  is  adequate water  and sewer service  capacity to  serve the  Development

within the District.

Date:

_____

,

2018

DENNIS WOOD ENGINEERING LLC

By:

Print

Name:

-------------

Title:

---------------

G-2

EXHIBITH

CERTIFICATE

OF

DISTRICT MANAGER, METHODOLOGY CONSULTANT AND FINANCIAL ADVISOR

_____

,2018

Holly Hill Road East Community Development District

Hillsborough County, Florida

FMSbonds, Inc.

N 01ih Miami Beach, Florida

Re:	$_____ Holly Hill	
	Assessment Bonds, Series	
Ladies and Gentlemen:	
The	undersigned  representative	
HEREBY CERTIFY:	

Road East 2018

of Fishk:ind

Community Development District Special

&  Associates,  Inc.  ("Fishkind"),  DOES

1.	This certificate is furnished pursuant to	Section 8( c )(18)	of the Bond Purchase		
Contract dated _____	, 2018 (the "Purchase Contract"),	by	and between Holly Hill	Road		
										
East Community Development District (the "District") and FMSbonds, Inc. with respect to the		
District's	$_____		original	aggregate	principal	amount	of	Holly  Hill  Road	East		
															
Community Development District  Special Assessment Bonds,  Series  2018  (the  "Series  2018		
Bonds").	Capitalized terms used, but not defined, herein shall have the meaning assigned thereto		
in the Purchase Contract or the Limited Offering Memoranda relating to the Series 2018 Bonds,		
as applicable.																		
2.	Fishkind  has	acted	as  district	manager,  methodology	consultant  and  financial		
								2018		
								by	the District of its Series			
advisor to the District in connection with the sale and issuance					
					
		Limited Offering Memorandum		
Bonds and has participated	in the preparation of the Preliminary			
							2018,		
dated _____, 2018 and the Limited Offering Memorandum, dated _____,			
including the appendices attached thereto (collectively, the "Limited Offering Memoranda").		
3.	In connection with the issuance of the Series 2018 Bonds,	we have been retained		
by the District to prepare	the Amended and Restated Master Assessment Methodology Report		
						by the Supplemental Assessment	Methodology Report		
dated March 21, 2018, as supplemented				
					
			the  "Assessment Methodology"),  which		
for  Phase	2  dated  _____	,	2018  (collectively,			
Assessment Methodology has been included as an appendix to the Limited Offering Memoranda.		
We  hereby  consent  to  the	use	of such  Assessment	Methodology  in  the  Limited  Offering		
													
	to						us therein.											
Memoranda and consent to the references													

4.	As  District Manager,  nothing has  come	
believe that the  Limited  Offering Memoranda,  as  they	
Project,  or	any  info1mation  provided  by  us,  and  the	

to  our attention that would  lead us  to		
relate to  the  District, the  Series  2018		
Assessment  Methodology,	as  of their		

H-1

respective dates and as of	this	
or omitted or omits to state a	
statements  made  therein,	in	
misleading.		

date, contained or contains any untrue statement of a material material fact necessary to be stated therein in order to make light of the circumstances under which they were made,

fact the not

5.	The  information  set  forth  in  the  Limited  Offering  Memoranda  under  the
subcaptions	"ASSESSMENTMETHODOLOGY	AND	THEALLOCATION	OF		
						"LITIGATION"		
ASSESSMENTS,"	"THE	DISTRICT,"   "FINANCIAL   STATEMENTS,"			
(insofar as such description relates to the District), "DISCLOSURE	REQUIRED BY FLORIDA		
					
BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE,"	"CONTINGENT FEES," and		
		of the respective dates	of the		
in "APPENDIX E:	ASSESSMENT METHODOLOGY" did not as					
Limited Offering Memoranda and does not as of the date hereof	contain any untrue statement of		
a material fact or omit to state a material fact necessary to make the statements therein, in the		
light of the circumstances under which they were made, not misleading.				
6.	To the best	of our knowledge, there has been no change which would materially		
adversely  affect  the  assumptions  made  or  the  conclusions  reached  in  the  Assessment		
Methodology  and  the  considerations  and  assumptions  used  in  compiling  the  Assessment		
Methodology are reasonable.   The Assessment Methodology and the assessment methodology		
set forth therein were prepared in accordance with all applicable provisions of Florida law.			
7.	As District Manager and Registered Agent for the District, we are not aware of		
any litigation pending or, to the bestknowledge,ofour	threatened against the District restraining		
	of the Series 2018 Bonds, or in any way		
or enjoining the issuance, sale, execution or delivery			
contesting or affecting the validity of the Series 2018 Bonds or any proceedings of the District		
taken with respect to the issuance or sale thereof, or the pledge or application	of any moneys or		
security provided for the payment of the Series 2018 Bonds, or the existence or powers	of the		
District.											
7.	The  Series  2018  Special  Assessments,  as  initially  levied  and  as  may  be		
reallocated from time to time as pe1mitted by resolutions adopted by the District, are sufficient to		
enable the District to pay the debt service on the Series 2018 Bonds through the final maturity		
thereof.											

Dated: -----, 2018.

FISHKIND & ASSOCIATES, INC., a Florida corporation

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

Title:

---------------

H-2

SECOND

SUPPLEMENTAL

TRUST

INDENTURE

between

HOLLY

HILL

ROAD EAST COMMUNITY	DEVELOPMENT		
	FLORIDA)		
(CITY OF DAVENPORT,			
			
and			

DISTRICT

U.S.

BANK

NATIONAL

ASSOCIATION,

as

Trustee

Dated

as

of

---

1, 2018

HOLLY

Authorizing and Securing		
$[	l	DEVELOPMENT		
HILL ROAD EAST COMMUNITY			
			
SPECIAL ASSESSMENT BONDS, SERIES 2018		

DISTRICT

TABLE OF CONTENTS

SECTION 2.01. SECTION 2.02. SECTION 2.03. SECTION 2.04.

SECTION 2.05. SECTION 2.06. SECTION 2.07. SECTION 2.08. SECTION 2.09.

SECTION 3.01. SECTION 3.02.

ARTICLE I						
DEFINITIONS						
ARTICLE II						
THE SERIES 2018 BONDS				
Amounts and Terms of Series 2018 Bonds; Issue of	Series 2018 Bonds	14		
	................	14		
Execution							
...................................................................................................................					14		
Authentication							
...........................................................................................................							
Purpose, Designation and Denominations of, and Interest Accmals on, the	14		
Series 2018 Bonds							
.....................................................................................................					15		
Debt Service on the Series 2018 Bonds					
....................................................................	...............................................................	16		
Disposition of Series 2018 Bond Proceeds				
				
			16		
Book-Enny Form of Series 2018 Bonds					
..................................................................			17		
Appointment of Registrar and Paying	Agent				
	...........................................................		18		
						
Conditions Precedent to Issuance	of the Series 2018 Bonds			
	....................................			
							
ARTICLE ID						
REDEMPTION OF SERIES 2018 BONDS			
Redemption Dates and Prices					19		
...................................................................................					22		
Notice of Redemption							
...............................................................................................							

SECTION 4.01.

4.02.	SECTION

4.03.	SECTION SECTION 4.04. SECTION 4.05.

ARTICLE IV					
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS;			
ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS;			
REMOVAL OF SERIES 2018 SPECIAL ASSESSMENT LIENS			
Establishment of Certain Funds and Accounts	.........................................................	23		
				
Series 2018 Revenue Account .................................................................................. 26		
Power to Issue Series 2018 Bonds and Create Lien .................................................	27		
Series 2018 Project to Confonn to Consulting Engineers Report ............................	27		
Prepayments; Removal of Series 2018 Special	Assessment Liens ..........................	27		

SECTION 5.01. SECTION 5.02. SECTION 5.03. SECTION 5.04. SECTION 5.05. SECTION 5.06.

ARTICLEV

COVENANTS AND DESIGNATIONS OF THE ISSUER

Collection of Series 2018 Special Assessments	29

Continuing Disclosure	29
Investment of Funds and Accounts	29
Additional Bonds	29
Requisite Owners for Direction or Consent..	29

Acknowledgement Regarding Series 2018 Acquisition and Constmction
Account Moneys Following an Event of Default..	30

SECTION 6.01. SECTION 6.02.

ARTICLE VI

THE TRUSTEE; THE PAYING AGENT AND REGISTRAR

Acceptance of Trust	31

Trustee's Duties	31

(i)

SECTION 6.03.

SECTION 7.01. SECTION 7.02. SECTION 7.03. SECTION 7.04. SECTION 7.05. SECTION 7.06.

Patriot Act Requirements of Trustee	........................................................................	31		

ARTICLE VII				
MISCELLANEOUS PROVISIONS			
Interpretation of Second Supplemental	Trust Indenture ...........................................	32		
		32		
A1nend1nents					
.............................................................................................................			32		
Counterparts					
..............................................................................................................			32		
Appendices and Exhibits					
...........................................................................................			32		
Payment Dates					
...........................................................................................................			32		
No Rights Conferred on Others					
................................................................................					

EXHIBIT A EXHIBITB EXHIBIT C EXHIBITD

DESCRIPTION OF SERIES 2018 PROJECT FORM OF SERIES 2018 BOND FORMS OF REQUISITIONS FORM OF INVESTOR LETTER

(ii)

THIS

SECOND	SUPPLEMENTAL   TRUST   INDENTURE

(the	"Second

Supplemental Trust Indenture"),
ROAD EAST  COMMUNITY

dated as of ~--- 1, 2018] DEVELOPMENT DISTRICT

between (together

the HOLLY HILL

with its  successors

and assigns,  the	"Issuer"),	a	local unit of special-purpose	government organized and existing		
						a		
			of Florida,  and  U.S.  BANK  NATIONAL  ASSOCIATION,			
under  the  laws	of the  State				
national banking association duly organized and existing	under the laws of the United States	of		
			Florida,  as  trustee  (said		
America  and  having  a  designated  corporate trust  office  in Orlando,			
national banking association and any bank or trust company becoming successor trustee under		
this Second Supplemental Trust Indenture	being hereinafter referred to	as the "Trustee");			

WIT

NE

S

SETH:

WHEREAS, the Issuer is a local unit of special	purpose government duly organized and		
existing under the provisions	of	the Uniform Community Development District Act of 1980,		
		amended (the  "Act") created	pursuant to  Ordinance No. 814		
Chapter 190, Florida Statutes,	as				
					Florida (the		
		(the "City Commission") of the City of Davenp01i,			
enacted by the City Commission				
				
		841 enacted	by the City Commission on		
"City") on July 10, 2017, as amended by Ordinance No.				
		of delivering  community		
March  5,  2018  (collectively,	the  "Ordinance"),  for  the  purposes			
					
development services and facilities to property to be served by the District (as defined below);		
and								

WHEREAS, the  premises	governed by the  Issuer		
			
hereto, the "District" or "District Lands") cunently consist		
land located entirely within the City; and		

(as fmiher described of approximately 111

in Exhibit gross acres

A of

WHEREAS, development services

the Issuer has and facilities

been created for the purpose	of delivering certain community		
	Lands; and		
for the benefit of the District			

WHEREAS,  the  Issuer	has  determined  to  unde1iake,  in  one  or  more		
		facilities as		
acquisition and/or construction	of public improvements and community			
				
		the District Lands; and			
the Act for the special benefit	of				

stages, the set forth in

	WHEREAS,	the Issuer previously	adopted Resolution No. 2017-25 on July 19, 2017 (the		
								of not to exceed	$18,000,000 in		
"Original Authorizing Resolution"),	authorizing the issuance				
					
							Bonds (the "Bonds") to finance all or a		
aggregate principal amount	of	its Special Assessment			
							of	the	Project  (as defined		
			acquisition and	construction	costs					
portion	of the planning,  design,								
								or pmiions thereof, and		
						benefit of the District Lands			
herein), pursuant to the Act for the special				
						
							of the Master Indenture (as		
approving the form	of and authorizing	the execution and delivery			

defined herein); and																					
	WHEREAS,	pursuant	to  Resolution	No.  2017-33  duly  adopted	by	the  Board  of		
								
Supervisors of the District	on September 20, 2017, the Master Indenture (as defined herein) and		
						dated  as	of	November	1,	2017,	the	District  issued		
a  First	Supplemental  Indenture,	each									
				of	Special Assessment	Bonds, Series 2017 to pay all or a		
$4,160,000 aggregate principal	amount					
					acquisition of the Series 2017		
			financing, construction and/or			
po1iion	of the costs of the planning,				

Project, as defined therein;	and																		

WHEREAS,  HHR East,	LLC,  a Florida limited liability company	(the	"Series	2018		
Landowner")	is  the  owner  of the  approximate  21.92  gross  acres	of	land  planned	to	be  a		
residential community consisting	of 100 units, which constitute	Phase 2 within the District (the		
							of the public		
"Series 2018 Assessment Area") and will construct	or cause to be constructed all			
		Area (such public infrastructure as		
infrastructure necessary to serve the Series 2018 Assessment			
												
described on Exhibit A attached hereto  is herein collectively refened to  as  the  "Series 2018		
Project"); and																			
WHEREAS, the Issuer has determined	to issue an additional Series of Bonds, designated		
														
as the Holly Hill Road East Community Development District Special Assessment Bonds, Series		
2018  (the  "Series 2018	Bonds"),	pursuant to	that certain Master Trust Indenture	dated	as  of		
								
November	1,	2017 between the Issuer and the Trustee (the "Master Indenture")	and this Second		
				"Series	2018		
Supplemental	Trust  Indenture	(hereinafter		collectively  refened	to	as	the				
																	
Indenture"); and																		
WHEREAS, in the manner provided	herein, the proceeds of	the Series 2018 Bonds will		
						of the costs of the planning,		
be used for the purposes	of (i) providing funds to pay all or a portion			
financing,	acquisition,	construction,	equipping  and  installation  of the  Series  2018  Project,		
						Account in the  amount	of	the  Series  2018		
(ii) funding	a	deposit to  the  Series 2018  Reserve					
															
Reserve Requirement, (iii) paying a portion of	the interest coming due on the Series 2018 Bonds,		
and (iv) paying the costs of issuance of the Series 2018 Bonds; and										

WHEREAS, the Series 2018 Bonds will be secured by a pledge Revenues (as hereinafter defined) to the extent provided herein.

of

Series 2018 Pledged

NOW, THEREFORE, THIS  SECOND SUPPLEMENTAL TRUST INDENTURE		
WITNESSETH, that to provide for the issuance	of the  Series 2018  Bonds, the  security	and		

payment of the principal or redemption	price thereof (as the case may be) and interest thereon,		
	perfmmance  and  observance  of all	of	the	covenants		
the  rights  of the  Bondholders  and  the						
contained herein and in said Series 2018  Bonds,  and for  and in consideration	of	the mutual		
covenants herein contained and of the purchase and acceptance of the Series 2018 Bonds by the		
Owners thereof, from time to time, and of	the acceptance by the Trustee of	the trusts hereby		
created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set		
over and pledge to U.S. Bank National Association, as Trustee, its successors in trust and its		
assigns forever, and grants a lien on all	of the right, title and interest of the Issuer in and to the		
Series  2018  Pledged  Revenues  as  security	for  the  payment  of the  principal,	redemption  or		

purchase price of ( as the case may be) and interest on the Series 2018 Bonds issued hereunder,		
all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants		
unto the Trustee as follows:									

TO HAVE AND TO HOLD granted, any other revenues, property, paper, instruments, general intangibles delivery, assignment or otherwise, be with respect to the Series 2018 Bonds.

the same and, to the extent the same may be lawfully contracts or contract rights, accounts receivable, chattel or other rights and the proceeds thereof, which may, by subject to the lien created by the Series 2018 Indenture

2

	IN TRUST  NEVERTHELESS,	for the  equal  and ratable	benefit	and  security		of	all		
														
								and to be issued under this Second		
present and future Owners	of the Series 2018 Bonds issued			
																
Supplemental Trust Indenture, without preference, priority or distinction as to lien or otherwise		
(except as otherwise specifically	provided in this Second Supplemental	Trust Indenture) of	any		
			in the  Series		2018		
							2018  Bond,  all  as  provided					
one  Series 2018  Bond over  any  other Series						

Indenture.																											
	PROVIDED, HOWEVER,	that	if	the Issuer, its	successors	or assigns,  shall well and		
								of the  principal	or		
			make  due  provision	for	the  payment				
truly  pay,  or  cause  to  be	paid,		or								
											
redemption price of the Series	2018 Bonds issued, secured and Outstanding hereunder and the		
interest due or to become due thereon, at the times and in the manner mentioned in such Series		
2018 Bonds and the Series 2018 Indenture, according to the true intent and meaning thereof and		
hereof,  and the  Issuer  shall  well	and truly keep,  perform and	observe  all		the  covenants	and		
conditions pursuant to the terms	of the Series 2018 Indenture	to be kept, perfmmed and observed		
			of	money due or to become	due to		
it,  by	and shall pay or cause to be paid to the Trustee	all sums					
										
it in accordance with the terms and provisions hereof, then upon such final payments this Second		
Supplemental Trust Indenture and the rights hereby granted shall cease and terminate, othe1wise		
this Second Supplemental Trust Indenture to be and remainfullin		force and effect.						
								ARTICLE I																
							DEFINITIONS																
	In this Second Supplemental Trust Indenture capitalized te1ms used without definition		
shall have the meanings ascribed thereto in the Master Indenture and, in addition to ce1iain te1ms		
defined in the recitals above, the following terms shall have the meanings specified below, unless		
otherwise expressly provided or unless the context otherwise requires:											
	"Acquisition Agreement" shall mean that ce1iain Agreement by and between the District		
and the Series 2018 Landowner	regarding the acquisition	of ce1iain	work product improvements		
														
		_,	2018].																				
and real prope1iy dated [																									
																											
	"Amenity Project"	shall mean the portion	of the Series 2018 Project	that relates		to		the		
						2018		
						for	the  benefit	of the  Series			
construction of amenities	(but		excluding parks  and trails)						

																											
Assessment Area.																											
	''Arbitrage Certificate"	shall mean that certain Arbitrage Ce1iificate, including arbitrage		
rebate  covenants,  of the  Issuer,  dated  [			_, 2018],	relating to  certain restrictions  on		
																	
arbitrage under the Code with respect to the Series 2018 Bonds.													
	"Assessment Resolutions" shall mean Resolution No. 2018-06, Resolution No. 2018-07,		
Resolution No. 2018-10, and Resolution	No. [201_-_] of the Issuer adopted	on March 21, 2018,		
								and		
	[				_,	2018],	respectively,  as  amended				
March  21,  2018,  May  16,  2018,		and											

supplemented from time to time.																									
	"Authorized Denomination" shall mean, with respect to the Series 2018 Bonds, on the		
date	of issuance, in the denominations	of	$5,000 and any integral	multiple thereof;  provided,		
however, if any initial beneficial	owner does not purchase at least $100,000		of the Series 2018		

3

Bonds at the time of initial delivery of the Series 2018	Bonds, such beneficial	owner must either		
		of the Series	2018		
execute and deliver to the Issuer and the Underwriter	on the date	of delivery				
			Exhibit D or otherwise establish	to the		
Bonds the investor letter in the form attached	hereto as					
						
				Owner  is  an  "accredited  investor,"  as		
satisfaction  of the  Underwriter  that  such  Beneficial			
			of 193 3, as amended.				
described in Rule 501 ( a) under Regulation D of the Securities Act					
"Collateral Assignment" shall mean that ce1iain instrument	executed by the Series	2018		
				to complete		
Landowner in favor of the Issuer whereby all	of the material documents necessary			
the development planned by the Series 2018 Landowner	are collaterally assigned as security for		
		Special Assessments	imposed		
the  Series 2018  Landowner's obligation to pay the	Series 2018				
against lands within the District owned by the Series	2018 Landowner	from time to time.				

2018

"Completion Agreement" shall mean the Agreement between the District		
Landowner regarding the completion	of ce1iain improvements dated [		

and the Series
_, 2018].

"Completion Date"  notwithstanding	the other provisions	of the  Series	2018  Indenture,		
				2018	Project:  ( a)  one		
there shall be two  distinct Completion	Dates with respect to the  Series				
			to the balance of the Series 2018		
applicable to the Amenity Project, and (b) the other applicable			
						
Project.								

"Continuing Disclosure Agreement" shall mean the Continuing Disclosure	
the benefit of the owners of the Series 2018 Bonds, dated [	_, 2018], by	
Issuer, the dissemination agent named therein, and the Series	2018 Landowner,	
with the issuance of the Series 2018 Bonds.		

Agreement for and among the in connection

"Declaration of Consent" shall mean that certain instrument executed by the Series 2018		
Landowner declaring consent to the jurisdiction	of the District and the imposition of the Series		
				
2018 Special Assessments.					
"Defeasance Securities" shall mean, with respect to the Series 2018 Bonds, to the extent		
permitted by law, (a) cash deposits,	and (b) direct obligations of the United States of America		
			of		
(including obligations issued or held in book entry form  on the books of the Depaiiment			
			
Treasury) which are non-callable and non-prepayable.			
"District Manager"  shall  mean  Fishkind  and Associates,  Inc.,  and  its  successors  and		
assigns.					

~

"Interest Payment ---1, 20_], and

Date" shall mean any other date the

May 1 and principal of

November

the Series

1 of 2018

each year, commencing Bonds is paid.

"Interlocal  Agreement"  shall  mean  the  Agreement  between  the  District  and  North		
Boulevard Community Development District regarding mutual  cooperation for the financing,		
operation and maintenance  of the Amenity	Project to  be acquired,  and/or constructed,  dated		
					
September 20, 2017.					
"Investment Obligations"  shall mean and include any  of the  following	securities with		
respect to the investment of moneys under this Second Supplemental Trust Indenture, if and to		
the extent that such securities are legal investments	for funds of the Issuer:			

4

(i)	Government Obligations;

(ii)	obligations of any of the  following	agencies:   Government National  Mortgage		
				
Association  (including  participation  certificates  issued  by  such  association);  Fannie  Mae		
(including participation certificates issued by such entity); Federal Home Loan Banks; Federal		
Farm Credit Banks; Tennessee Valley Authority; Faimers Home Administration; Student Loan		
Marketing Association; Federal Home Loan Mortgage Corporation;		

(iii)	deposits, Federal funds or bankers'

or less) of any bank, including the Trustee Bank, uninsured and unguaranteed obligation rated in Moody's and S&P;

acceptances (with te1m to maturity of	270 days		
which, at the time of deposit, has an unsecured,		
one of the top two rating categories	by both		

at the

(iv) time

of

commercialrated paper	in the top two rating categories by both Moody's and S&P	
purchase;		

(v)	municipal securities issued by any state or commonwealth	of the United States or		
political  subdivision  thereof  or  constituted  authority  thereof  including,  but  not  limited  to,		
municipal corporations,  school  districts  and other special districts  and rated A-  or higher by		
Moody's, Fitch or S&P at the time of purchase;									
(vi)	both (A) shares of a diversified	open-end management investment company (as		
						company (as defined		
defined in the Investment Company	Act of 1940) or a regulated investment			
						
		a money market fund that	is rated in the highest rating		
in Section 851(a) of the Code) that is				
category for money market funds by both Moody's and S&P, including those shares offered or		
sponsored by the Trustee Bank, and (B) shares	of money market mutual funds, including	those		
funds offered or sponsored by the Trustee Bank, that invest only in Government Obligations and		
obligations	of any  of the  following	agencies:	Government  National	Mortgage  Association		
(including  participation  certificates  issued  by  such  association);  Fannie  Mae  (including		
participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit		
Banks;  Tennessee Valley Authority;  Faimers Home Administration;  Student Loan Marketing		
Association; Federal Home Loan Mortgage Corporation and repurchase agreements secured by		
such obligations, which funds  are rated in the two highest categories for such funds  by both		
Moody's and S&P;													
(vii)    repurchase agreements, which will be collateralized	at the onset of the repurchase		
agreement of at least 103% marked	to	market weekly by a third party acting solely as agent for		
the  Issuer with  collateral with	a domestic  or	foreign bank or corporation (other than  life  or		
property casualty insurance company)	the long-term debt of which, or, in the case of a financial		
					is rated at least "AA" by		
guaranty insurance company, claims paying ability, of the guarantor			
S&P and "Aa" by Moody's provided	that the repurchase agreement shall provide that if during its		
							or "Aa3," respectively,		
term the provider's rating by either S&P or Moody's falls below "AA-"			
the provider shall immediately notify the Issuer and the Trustee and the provider shall at its		
option, within ten (10)  calendar days	of receipt of publication of such downgrade,  either (A)		
maintain collateral at levels, sufficient	to	maintain an "AA" rated investment	from S&P and an		
						
		or  (B)  repurchase  all	collateral  and  terminate  the		
"Aa"  rated	investment  from	Moody's,				
repurchase agreement.  Further,	if the provider's	rating by either S&P or Moody's falls below "A-		

5

"or "A3," respectively, the provider	must immediately notify the Trustee and the Issuer and must		
at the direction by the Issuer to the Trustee, within ten (10) calendar days, either (1) maintain		
collateral at levels sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated		
investment  from  Moody's,  or  (2)  repurchase  all  Collateral  and  terminate  the  repurchase		
agreement without penalty.  In the event the repurchase agreement provider has not satisfied the		
above  conditions  within ten  (10)  calendar	days	of the  date  such  conditions	apply,  then the		
							
repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the		
Trustee shall withdraw the entire amount invested plus accrued interest within ten (10) Business		
Days after the Trustee knows such conditions apply.  Any repurchase agreement entered into		
pursuant to  this  Second  Supplemental  Trust Indenture  shall  contain the  following  additional		
provisions:																
1)	Failure  to  maintain	the  reqms1te  collateral  percentage  will  reqmre  the		
													
District or the Trustee to liquidate	the collateral as provided above;						
													
2)	The Holder	of the Collateral,	as hereinafter defined, shall have possession		
						the  Holder	of the		
of the  collateral  or  the  collateral		shall	have  been  transfen-ed  to				
						of		
						(other than by means			
Collateral, in accordance with applicable state and federal laws				
				
entries on the transferor's books);													
3)	The repurchase agreement	shall state and an opinion	of	Counsel in form		
			the  Holder	of	the		
					that					
and  in  substance  satisfactory  to  the  Issuer  shall  be  rendered						
Collateral has a perfected first priority security interest in the collateral, any substituted		
collateral and all proceeds	thereof (in the case of bearer	securities, this means the Holder		

of the Collateral is in possession);													

4)	The repurchase agreement shall be a "repurchase agreement" as defined in
the United States Bankruptcy	Code and, if the provider is a domestic	bank, a "qualified		
					
financial  contract"  as  defined  in  the  Financial  Institutions  Reform,  Recovery  and		
Enforcement Act of 1989 ("FIRREA") and such bank is subject to FIRREA;			
5)	The repurchase transaction shall be in the form	of a written	agreement,		
and such agreement shall require the provider to give written	notice to the Trustee of any		
						
change in its long-term debt rating;						

6) fraud involved

The Issuer or its designee shall represent that it has no knowledge in the repurchase transaction;

of

any

7)	The Issuer and the Trustee shall receive the opinion of Counsel	(which	
opinion shall be addressed to the Issuer and shall be in form and substance satisfactory to	
the Issuer and the Trustee) that such repurchase agreement	complies with the te1ms of	
this section and is legal, valid, binding and enforceable upon the provider in accordance	
with its terms;				

8)

The

term

of

the repurchase agreement shall be no longer than ten years;

6

9)	The interest with respect	to the repurchase transaction shall be payable at		
the times and in the amounts necessary in order to make funds available when required		
under this Second Supplemental Trust Indenture;													
10)	The repurchase		agreement shall provide that the Trustee may withdraw		
									time	to	time, for any purpose	permitted or		
funds without penalty at any time, or from						
								
required under this Second Supplemental Tiust Indenture;										
11)	Any repurchase		agreement shall provide that a perfected security interest		
															owners under the Uniform		
in such investments is created for the benefit of the beneficial			
Commercial Code of Florida,	or book-entry procedures	prescribed at 31 C.F.R.	306.1 et		
		of	the beneficial owners;	and		
								the benefit					
seq. or 31 C.F.R. 350.0	et seqfor.	are created							

																								
12)	The collateral delivered or	transfe1Ted	to the Issuer, the Trustee, or a third-		
party  acceptable  to,  and		acting	solely	as	agent  for,  the  Trustee  (the  "Holder	of the		
				transfe1Ted in compliance	with applicable state and		
Collateral")	shall be delivered	and				
						and clear of any		
				of	entries on provider's	books) free			
federal laws (other than by means						
											
		a custodial	agreement subject to the prior written		
third-party liens or claims	pursuant to				
						The custodial agreement shall		
approval	of	the majority	of the Holders and the Trustee.			
provide	that  the  Trustee		must  have	disposition	or  control	over	the	collateral  of the		
repurchase	agreement,	i1Tespective  of	an	event	of default	by	the	provider	of such		

repurchase agreement.																								
If such investments are held by a third-paiiy, they shall be held as agent for the benefit of		
the Trustee as fiduciai·y	for the beneficial owners	and not	as	agent for the bank serving as	Trustee		
														owned		
in its commercial capacity or any other party and shall be segregated from  securities			
			
generally by such third paiiy or bank;																					

(viii)	investment  agreements  with  a  bank,  insurance  company  or  other  financial
institution,	or the subsidiai·y	of a bank, insurance	company or other financial	institution if the		
						financial		
pai·ent  guarantees  the  investment  agreement,  which  bank,  insurance  company,			
					
institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims-paying		
ability) rated in the two highest short-term rating categories by Moody's or S&P (if the term	of		
such agreement does not exceed 365 days), or has an unsecured, uninsured and unguai·anteed		
obligation ( or claims paying ability) rated by Aa2 or better by Moody's and AA or better	by S&P		
or Fitch, respectively	(if the term of	such agreement	is more than 365 days) or is the lead bank of		
a pai·ent bank holding company with an uninsured, unsecured and unguaranteed	obligation of the		
						
ratings,   aforesaid	provided:										

1)	interest is paid on any date interest is due on the Series 2018 Bonds (not
more  frequently  than  quaiierly)	at  a  fixed	rate  (subject  to	adjustments	for  yield		
						
restrictions required by the Code)	during the entire term of the agreement;			
						
2)	moneys invested thereunder may be withdrawn without penalty, premium,		
or charge upon not more than two days' notice unless otherwise specified in this Second		
Supplemental Trust Indenture;						

7

3)	the same guaranteed		interest rate will be paid on any future deposits made		
					and											
to restore the account	to its required amount;												

4)	the  Issuer  and	the		Trustee	receive  an  opm10n	of  counsel	that  such		
								bank,	financial		
						such  insurance	company,				
agreement  is	an	enforceable	obligation	of						

institution or parent;																			
5)	in the event of	a suspension,	withdrawal, or downgrade below Aa3, AA-		
or AA- by Moody's, S&P or Fitch, respectively, the provider shall notify the Issuer and		
the Trustee within five (5) calendar	days of	such downgrade		event and the provider shall		
			given		to the Issuer and the		
				after notice	is					
at its option, within ten (10) business days							

Trustee take any one of the following actions:												
	A)		collateralize		the  agreement	at  levels,  sufficient	to  maintain  an		
										
"AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a		
market to	market approach,	or														
																	
	B)		assign the agreement	to another provider, as	long	as the minimum		
rating criteria	of "AA"	rated investment from S&P or Fitch and an "Aa2" from		
																		
Moody's with a market to market approach; or									
	C)		have the agreement	guaranteed by	a provider which results in a		
minimum rating criteria of an "AA" rated investment from S&P or Fitch and an		
"Aa2" from Moody's	with a market to	market	approach; or						

D)	repay all amounts due and owing under the agreement.

6)	in the event the provider has not satisfied any one of the above	conditions		
within three (3) calendar	days	of the date such conditions	apply, then the agreement shall		
					plus		
provide that the Trustee shall be entitled to withdraw the entire amount invested			
			
accrued interest without penalty or premium.					

(ix)	bonds, notes and other debt obligations of any corporation organized under the
laws of the United States, any state or organized	tenitory of the United	States or the District	of		

Columbia, if such obligations are, at the time of purchase,	rated A- or better by at least two (2) of		
the following rating agencies:  Moody's, S&P or Fitch or AA-	or better by either S&P, Moody's		
or Fitch;																		
(x)	the Local Government Surplus Funds Trust Fund	as	described in Florida	Statutes,		
						at		
Section 218 .405 or the conesponding provisions of subsequent laws provided that such fund,			
			
the time of purchase, is rated at least "AA"	by S&P (without regard	to gradation) or at least	"Aa"		

by Moody's (without regard to gradation);																
(xi)	in  addition	to  the  deposits  described  in  subsection	(iii)  of	the  definition	of		
							
"Investment  Obligations,"	time  deposits,  demand  deposits  or  certificate	of deposit  of any		
			United	States	of		
depository  institution  or trust  company  incorporated	under	the  law	of the					
America or any State (or any domestic branch of a foreign bank) and subject		to supervision and		
			Trustee);		
examination	by  Federal	or  State  depository  institution  authority	(including  the			

8

provided, however, that at the time hereof shall have a credit rating in the

of the highest

investment, short-te1m unsecured debt obligations rating category by S&P or Moody's; and

(xii)	other investments pe1mitted by Florida law and directed by the Issuer.

A certificate of an Authorized	Officer		
			
constitute  a representation by the Issuer that		
Supplemental Trust Indenture, upon which the		

directing any investment enumerated above shall such investment is pe1mitted under this Second Trustee is conclusively entitled to rely.

	"Joint Acquisition Agreement" means the Second Joint Acquisition Agreement by and		
among the District, North Boulevard Community Development	District, and HHR East, LLC,		
		of  certain  work  product,		
dated	.______,  2018]	regarding  the  joint  acquisition			
improvements and real property	relating to the Amenity Project.				

"Majority principal amount

Holders" means the beneficial owners of the Outstanding Series 2018 Bonds.

of

more than fifty  percent  (50%)  m

"Master Indenture" shall mean the Master	Trust Indenture dated as of November 1, 2017,		
by and between the Issuer and the Trustee, as supplemented and amended with respect to matters		
pertaining solely to the Master Indenture or the Series 2018 Bonds (as opposed to supplements or		
amendments relating to any Series	of Bonds other than the Series	2018 Bonds as specifically		

defined in this Second Supplemental Trust Indenture).				
"Paying  Agent"  shall  mean  U.S.  Bank National  Association,  and  its  successors  and		
assigns as Paying Agent hereunder.								
"Prepayment" shall mean the payment	by any owner	of property of the amount of Series		
2018 Special Assessments encumbering its property, in whole or in part, prior to its scheduled		
due date,  including optional prepayments.   The term  "Prepayment"  also  means any proceeds		
received  as  a		result of accelerating	and/or foreclosing  the  Series 2018  Special Assessments.		
"Prepayments	II	shall include, without limitation, Series 2018 Prepayment Principal.		

"Project"  shall  mean  all	of	the  public	infrastructure		
					
development of the District	including, but not limited to, the Series		

deemed necessary for the 2018 Project.

"Quarterly  Redemption  Date"  shall  mean  each  February		
November 1	of any calendar	year.		

1,

May

1,

August

1,

and

"Redemption Price" shall mean the principal	amount of any Series 2018 Bond payable		
upon redemption thereof pursuant to this Second Supplemental Trust Indenture.			
"Registrar" shall mean U.S. Bank National Association and its successors and assigns as		
Registrar hereunder.					
"Regular Record Date" shall mean the fifteenth	day (whether or not a Business Day)	of		
				
the calendar month next preceding each Interest Payment Date.			

9

"Resolution"	shall mean,		collectively,	(i) Resolution No. 2017-25	of the Issuer	adopted		
									
								the	issuance	of	not  exceeding		
on  July  19,  2017,	pursuant		to  which  the  Issuer  authorized						
				the construction or acquisition	of		
				amount	of	its Bonds to finance				
$18,000,000 aggregate principal							

	No.	2018-LJ	of	the Issuer	adopted on August  15, 2018  (the		
the Project,  and (ii) Resolution							
															
"Delegation  Resolution"),  pursuant to  which  the  Issuer  authorized,  among  other things,  the		
issuance  of the  Series  2018  Bonds		to	finance	the  acquisition  of the	Series	2018	Project,		
specifying the details of the  Series		2018  Bonds  and awarding the  Series 2018  Bonds to  the		
																				
purchasers of the Series 2018 Bonds.																				
"Series	2018  Acquisition  and	Construction  Account"  shall  mean	the	Account	so		
							
designated,  established  as	a		separate	Account within the  Acquisition and  Construction Fund		
									IndentureTrust.											
																													
pursuant to Section 4.0l(a)	of this Second Supplemental												
																											
"Series	2018  Amenity  Project  Subaccount"  shall mean the  subaccount	so	designated,		
established  as		a  separate	subaccount	under	the	Series	2018  Acquisition	and  Construction		
				4.0l(a)	of						IndentureTrust.								
																				
Account pursuant to Section			this Second Supplemental									
																										
"Series 2018 Assessment	Area"  shall mean the 29.12 acres	of land within	the District		
							
cunently planned for 100 single-family residences constituting Phase 2 and the recreation areas,		
parks and related infrastructure.																							
"Series		2018  Bond		Redemption	Account"  shall	mean  the  Account	so	designated,		
established as	a separate Account	within the Debt Service Fund pursuant	to	Section 4.0l(g)	of		

this Second Supplemental Trust Indenture.															
"Series 2018 Bonds" shall mean the $[	l	aggregate principal amount	of Holly		
Hill Road East Community Development District Special Assessment Bonds, Series 2018, to be		
issued as fully registered Bonds		in accordance with the provisions	of the Master Indenture and		
											
this Second Supplemental Trust Indenture, and secured and authorized by the Master Indenture		
and this Second Supplemental Trust Indenture.														
"Series	2018  Costs		of		Issuance	Account"  shall  mean  the  Account	so	designated,		
												
established as		a separate	Account within the  Acquisition and  Construction Fund pursuant to		
																.													
																														
Section 4.0l(a)	of this Second	SupplementalIndentureTrust													
																									
"Series 2018 Funds and Accounts" shall mean the Funds and Accounts established under		
this Second SupplementalIndentureTrust								for the benefit of the Series 2018 Bonds.					
																							
"Series 2018 General Redemption Subaccount" shall mean the subaccount so designated,		
established as	a separate sub account	under the Series 2018 Bond Redemption Account pursuant		
								.												
																														
to Section 4.0l(g) of this Second	SupplementalIndentureTrust												

"Series 2018 Indenture" shall mean Supplemental Trust Indenture.

"Series 2018 Interest Account" shall separate Account within the Debt Service Supplemental Trust Indenture.

collectively, the Master Indenture	
mean the Account	so designated,	
Fund  pursuant to	Section  4.01( d)	

and this Second

established as a of this Second

10

"Series  2018  Landowner"  shall  mean  HHR  East,  LLC,	a  Florida  limited  liability		
company, and its successors and assigns.																				
"Series  2018   Optional  Redemption  Subaccount"   shall  mean  the  subaccount	so		
			
designated,	established  as  a  separate  subaccount	under	the	Series  2018	Bond  Redemption		
Account pursuant to Section 4.0l(g)	of this Second Supplemental	Trust Indenture.						
												
"Series 2018 Pledged Revenues" shall mean with respect to the Series 2018 Bonds (a) all		
revenues received by the Issuer from Series 2018 Special Assessments levied and collected on		
the  assessable  lands	within the  Series	2018  Assessment	Area,  including,  without  limitation,		
amounts received from  any foreclosure		proceeding for the  enforcement of	collection	of	such		
							and sale of tax certificates with respect to		
Series 2018 Special Assessments or from the issuance			
														
Seriessuch	2018 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts		
established under the	Series 2018 Indenture created and established with respect to or for the		
benefit of the Series 2018 Bonds; provided,	however, that Series 2018 Pledged Revenues shall		
																		
not include (A) any moneys transfened to the Series 2018 Rebate Fund and investment earnings		
thereon, (B) moneys on deposit in the Series 2018 Costs of Issuance Account of	the Acquisition		
and Construction Fund, and (C) "special assessments" levied and collected by the Issuer under		
Section 190.022 of the Act for maintenance	purposes or "maintenance assessments" levied and		
			of the Act (it being expressly understood	that		
collected by the Issuer under Section 190.021(3)				
					
the lien and pledge of the Series 2018 Indenture shall not apply to any of the moneys described		
in the foregoing clauses (A), (B) and (C)		of this proviso).													
"Series	2018	Prepayment	Principal"		shall  mean	the	portion	of		a	Prepayment		
						2018  Special  Assessments	being	prepaid		
con-esponding  to  the  principal  amount	of	Series					
				a	result  of	an		
pursuant  to	Section	4.05  of this  Second  Supplemental  Trust  Indenture  or	as					
acceleration of	the Series 2018 Special Assessments	pursuant to Section 170.10, Florida Statutes,		
if such Series 2018 Special Assessments	are being collected through a direct billing method.				
																				
"Series	2018	Prepayment	Subaccount"	shall  mean	the	subaccount		so	designated,		
																			
established as a separate subaccount under the Series 2018 Bond Redemption Account pursuant		
to Section 4.0l(g) of this Second Supplemental	Trust Indenture.											
																	
"Series  2018  Project"  shall  mean  the  public  infrastructure  described  on  Exhibit  A		
attached hereto benefitting the Series 2018 Assessment Area.												
"Series 2018 Project Subaccount" shall mean the subaccount	so designated, established as		
a separate subaccount under the Series 2018 Acquisition and Construction Account pursuant to		
Section 4.0l(a)	of this Second Supplemental	Trust Indenture.												
																			
"Series 2018 Rebate Account"  shall mean the Account so designated, established as a		
separate  Account  within  the  Rebate  Fund  pursuant	to	Section  4.0l(j)	of	this	Second		
													
Supplemental Trust Indenture.																					
"Series 2018 Reserve Account" shall mean the Account	so	designated, established as a		
				of	this	Second		
separate  Account  within  the  Reserve	Fund  pursuant	to	Section  4.01 (f)					
																			
Supplemental Trust Indenture.																					

11

["Series 2018 Reserve Requirement" or "Reserve Requirement" shall be an amount		
equal to fifty percent (50%)	of the maximum annual debt service	on the Series 2018 Bonds		
		the Series 2018 Reserve		
as calculated from time to	time.  For the purpose of calculating			
			as	of the  date  of the		
Requirement,  maximum  annual  debt  service  shall  be  calculated				
original  issuance  and  delivery	and  recalculated  in  connection  with  each  extraordinary		
mandatory redemption of the Series	2018 Bonds as described in Section 3.0l(b)(i) hereof		
(but not upon the optional or mandatory sinking fund redemption thereof).	Amounts on		
deposit in the Series 2018 Reserve Account may, upon final maturity	or redemption	of	all		
Outstanding Series 2018 Bonds	be used to	pay principal of and interest on the Series	2018		
				to		
	the  Series	2018  Reserve  Requirement  shall	be  equal			
Bonds  at  that  time.   Initially,						

$[

].]

11	Series 2018 Revenue Account"	shall mean the Account so	designated, established as a		
separate  Account  within  the  Revenue  Fund  pursuant	to	Section	4.01 (b)  of	this	Second		
												
Supplemental Trust Indenture.																			
"Series 2018 Sinking Fund Account"	shall mean the Account	so designated,	established		
			this Second		
				to Section 4.01 (e)	of			
as a separate Account within	the Debt Service Fund pursuant					

		.																					
SupplementalIndentureTrust																					
"Series	2018	Special Assessments"	shall mean  a		portion	of the  Special	Assessments		
								the Issuer's		
								as  a result	of			
levied on the	assessable lands within	Series 2018 Assessment Area					
						corresponding in amount to the debt		
acquisition and/or construction	of the Series 2018 Project,				
							report relating		
			and designated as  such in the methodology			
service on the Series 2018 Bonds				

thereto.																							
"Substantially Absorbed"	means the  date  at least 90%  of	the principal	portion	of the		
	have been assigned to residential	units within the District that		
Series 2018 Special Assessments				
							with  a		
					The  District	shall  present  the  Trustee			
have  received  certificates	of	occupancy.					
					Substantially  Absorbed	and  the		
								Assessments	are				
certification  that  the	Series  2018  Special						
Trustee may rely conclusively upon such certification and shall have no duty to verify	if the		
			
							.																
			Absorbed are Substantially												
Series 2018 Special Assessments																	

"True-Up Agreement" shall mean the Agreement between the Issuer and the Series 2018 Landowner relating Assessments.

dated to the

~-- _, 2018], true-up of Series 2018

by and Special

"Trustee Bank"  shall mean,  with respect to  a provider	of Investment Obligations,	the		

financial institution serving	as	Trustee hereunder.								
															
"Underwriter" shall mean FMSbonds,	Inc., the underwriter of the Series 2018 Bonds.			
										
The words "hereof	11		"herein	11	"hereto	11	"hereby	II	and	"hereunder"	(except in the form of		
'			'		'	'							
Series 2018 Bonds), refer to the entire Series 2018 Indenture.						
Every  "request,"  "requisition,"  "order,"  "demand,"  "application,"  "notice,"  "statement,"		
"certificate,"  "consent,"  or  similar  action  hereunder  by  the  Issuer  shall,  unless  the  fmm  or		
execution thereof is otherwise specifically provided, be in writing signed by the Chairperson or		

12

Vice Chairperson and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.

All words and terms imp01iing the singular number shall, where the context requires, imp01i the plural number and vice versa.

[END OF ARTICLE I]

13

	ARTICLE II			
	THE SERIES 2018 BONDS			
SECTION 2.01.	Amounts and Te1ms of Series 2018 Bonds; Issue	of Series 2018		
Bonds.  No Series 2018 Bonds may be issued under this Second Supplemental Trust Indenture		
except in accordance with the provisions	of this Aiiicle and Articles II and III	of the Master		
				
Indenture.					

(a)	The total principal	amount of Series 2018 Bonds	that may be issued		
			].	The Series		
				limited to	$[				
this Second Supplemental Trust Indenture is expressly						
						
Bonds shall be numbered consecutively	from R-1	and upwards.					

(b)	Any and all Series 2018 Bonds shall be issued substantially in the

under 2018

fo1m

attached hereto as Exhibit B, with such appropriate variations, omissions and insertions as are		
permitted or required by the Series 2018 Indenture and with such additional	changes as may be		
necessary or appropriate to conform	to the provisions of the Resolution.	The Issuer shall issue		
		Trust  Indenture  and		
		of this	Second  Supplemental			
the  Series  2018  Bonds  upon  execution					
						
		the Master	Indenture; and the Trustee shall, at		
satisfaction of the requirements of Section 3.01 of				
the Issuer's request, authenticate such Series 2018 Bonds and deliver them as specified in the		
request.								

as

set

SECTION 2.02. fo1ih in the Master

Execution. The Series 2018 Bonds shall be executed by the Issuer Indenture.

SECTION 2.03.	Authentication	.	The Series 2018  Bonds shall be authenticated as		
					
set forth in the Master Indenture.  No Series 2018 Bond shall be valid until the ce1iificate	of	
authentication shall have been duly executedthe by	Trustee, as provided in the Master Indenture.	

SECTION 2.04. on, the Series 2018 Bonds.

Purpose, Designation and Denominations of, and Interest Accruals

(a)	The	Series  2018  Bonds	are being issued hereunder in order to provide		
								costs	of the	planning,	financing,		
funds  for the purposes  of		(i) paying all or	a portion of the						
acquisition,  construction, equipping	and installation	of	the Series	2018  Project, (ii) funding a		
									
		Account	in	the	amount		of  the  Series  2018  Reserve		
deposit  to  the  Series  2018  Reserve								
Requirement, (iii) paying a portion	of the interest coming due on the Series	2018 Bonds and (iv)		
						
							Bonds.	The  Series  2018  Bonds  shall  be		
paying  the  costs	of issuance  of	the  Series  2018				
designated "Holly Hill Road East Community Development District Special Assessment Bonds,		
Series  2018,"  and  shall  be  issued  as  fully  registered  Bonds  without  coupons  in  Authorized		
Denominations.																						
(b)	The Series 2018 Bonds	shall be dated	as	of the date of initial	delivery.		
							
Interest on the Series 2018 Bonds shall be payable on each Interest Payment Date to maturity or		
prior redemption.	Interest on the  Series 2018	Bonds	shall be payable from  the most recent		
Interest Payment Date next preceding	the date	of	authentication	thereof to which interest has		
										
		thereof is a May 1 or November 1 to which interest		
been paid, unless the date	of authentication			
						of	authentication,  or	unless  the  date  of		
has  been  paid,  in  which	case	from	such  date						
					1,	201 _],	in which case from the date of initial delivery		
authentication thereof is prior to [								

14

or unless the date	of authentication	thereof is between a Record Date and the next succeeding		
														
Interest Payment Date, in which case from such Interest Payment Date.							
(c)	Except as otherwise provided	in Section 2.07 of	this Second Supplemental		
					registration	of the Series 2018		
Trust Indenture in connection with a book entry only system of				
Bonds, the principal or Redemption	Price	of the Series 2018 Bonds shall be payable in lawful		
money of the United States	of America at the designated corporate trust office of the Paying		
Agent upon presentation of	such Series 2018 Bonds.	Except as otherwise	provided in Section		
			entry only system of		
2.07 of this Second Supplemental Trust Indenture in connection withbooka				
registration of the Series 2018 Bonds, the payment of interest on the Series 2018 Bonds shall be		
made on each Interest Payment Date to the Owners	of the Series 2018 Bonds by check or draft		
					PaymentInterest			Date to each Owner as		
drawn on the Paying Agent and mailed on the applicable			as	of	the close of business		
by		Bond Register	maintained	the Registrar					
such Owner appears on the											Any interest on		
on the Regular Record Date, at his address as it appears on the Bond Register.			
			
				paidbut is not punctually	or provided	for on any Interest		
any Series 2018 Bond which is payable,												
Payment Date (hereinafter called "Defaulted Interest") shall be paid to the Owner in whose name		
the Series 2018 Bond is registered at the close of business	on a Special Record Date to be fixed		
by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the		
date of proposed payment.	The Trustee shall cause notice of	the proposed payment of such		
Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid,		
to each Owner of	record as	of the fifth (5th) day prior to such mailing, at his address as it appears		
in the  Bond Register  not  less  than ten  (10)  days  prior  to  such  Special  Record  Date.   The		
foregoing notwithstanding, any Owner of Series 2018 Bonds in an aggregate principal amount of		
at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the		
bank account number on file  with the Paying Agent,  upon requesting the  same in a writing		
received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date, which		
writing shall specify the bank, which shall be a bank within the continental United States, and		
bank account number to which interest payments are to be wired.  Any such request for interest		
payments  by  wire  transfer	shall  remain	in  effect	until  rescinded	or  changed,  in  a  writing		
delivered by the Owner to the Paying Agent, and any such rescission	or change	of wire transfer		
							
instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant		
Record Date.																

SECTION 2.05.

Debt Service on the Series 2018 Bonds.

(a)	The  Series  2018  Bonds  will	
principal amounts, and bear interest at the rates all	
redemption in accordance with their te1ms.	

mature on May 1 in the years and in the set f01ih below, subject to the right of prior

Year	Amount

$

Interest Rate

%

basis

of

a 360

(b)	Interest on the Series 2018 Bonds will be computed in all cases on the
day year of twelve 30 day months.	Interest on overdue principal and, to the extent		

15

	lawful, on overdue interest will be payable at the numerical	rate	of interest borne by the Series		
																				
	2018 Bonds on the day before the default occuned.																						
	SECTION 2.06.			Disposition of	Series 2018 Bond Proceeds.		From the net proceeds		
									) (par amount	of		
	of the Series 2018 Bonds	received by the Trustee in the amount	of	$ [								
												
							discount of$ [			)		
												issue discount and less underwriter's						
	$ [	) , less $ [	)	of original								

	which is retained by the underwriter	of the Series 2018 Bonds):																		
																												
			(a)	$ [						l,			which	is  an  amount  equal  to  the  Series  2018  Reserve		
																		Account of the Debt Service	Reserve		
	Requirement, shall be deposited in the Series 2018 Reserve				

	Fund;																																						
			(b)	$ [						l,		shall be deposited	into the Series 2018 Interest Account and		
																								1,	20_];							
	applied to pay interest coming		due		on		the Series 2018 Bonds through [												
																																	
			( c)	$ [						l,			shall  be	deposited	into  the  Series  2018  Costs	of	Issuance		
																							
																		of the costs	of	issuing the Series		
	Account	of the Acquisition	and Construction Fund for payment					

	2018 Bonds;																																					
			( d)	$(						l,			shall  be	deposited	into  the  Series  2018  Amenity  Project		
																			Account of the Acquisition	and		
	Subaccount within the Series 2018 Acquisition and Construction				
						
										of costs	of	the		
	Construction Fund which the Issuer shall cause to be applied only to the payment					
	Amenity Project in accordance with Section 4.0l(a) hereof,	A1iicle V		of the Master Indenture		
																				
	and the te1ms of the Joint Acquisition	Agreement; and																						
																										
			( e)	$ [						) ,		representing the  balance	of the  net  proceeds	of	the	Series		
	2018 Bonds, shall be deposited in the Series 2018 Project Subaccount within the Series 2018		
	Acquisition	and  Construction	Account  of	the  Acquisition	and		Construction  Fund  which the		
								the Series	2018 Project	( other		
				only to the payment	of costs of					
	Issuer shall cause to be applied							
							of	the Master		
											4.0l(a) hereof, Aliicle V				
	than the Amenity Project) in accordance with Section					
																						
	Indenture and the terms of	the Acquisition	Agreement.																					
																										
	SECTION 2.07.				Book-Entry Form of Series	2018 .Bonds.  The Series 2018 Bonds		
							of	Series	2018 Bonds and deposited		
	shall be issued as one fully registered		bond for each maturity					
											is responsible for		
			("DTC"), New	York, New York, which			
	with The Depository Trust Company					

	establishing and maintaining	records	of ownership for its pmiicipants.															
																																		
	As long as	the Series 2018 Bonds	m·e held in book-entry-only fmm, Cede & Co. shall be		
the	considered	registered owner for all purposes hereof and in the Master Indenture.		The Series		
	2018 Bonds shall not be required to be presented for payment.		DTC shall be responsible for		
	maintaining	a book-entry-only system for recording the  ownership	interest	of its participants		
	("DTC Pmiicipants") and other institutions that clear through or maintain a custodial relationship		
	with  a	DTC  Pmiicipant,  either  directly  or  indirectly  ("Indirect  Pmiicipants").		The	DTC		
	Pmiicipants and Indirect Pmiicipants will be responsible for maintaining records with respect to		
	the beneficial ownership interests	of	individual purchasers	of the Series	2018 Bonds ("Beneficial		

	Owners").																																					

16

Principal and interest on the	Series 2018 Bonds registered		in the name of	Cede &	Co.		
						Disbursal	of		
prior to and at maturity shall be payable directly to Cede &	Co. in care of DTC.				
					
such  amounts  to  DTC  Paiiicipants	shall  be  the  responsibility  of	DTC.	Payments	by  DTC		
							to		
					by  DTC  Paiiicipants  and	Indirect  Paiiicipants			
Paiiicipants	to	Indirect	Paiiicipants,		and					
Beneficial Owners shall be the responsibility	of DTC Paiiicipants and Indirect Paiiicipants	and		

not of DTC, the Trustee or the Issuer.																					
Individuals  may  purchase  beneficial  interests  in  Authorized  Denominations  in  book-		
entry-only form, without ce1iificated Series 2018 Bonds, through DTC Participants and Indirect		
Paiiicipants.																										
During the period for which Cede	&		Co. is registered owner of the Series 2018 Bonds,		
any notices to be provided to any Beneficial	Owner will be provided to Cede & Co.  DTC shall		
be responsible for notices to DTC Participants and DTC Participants shall be responsible for		
notices  to  Indirect  Participants,  and  DTC  Paiiicipants  and  Indirect  Participants  shall  be		
responsible for notices to Beneficial Owners.																	
The  Issuer  and  the  Trustee,	if	appropriate,  shall  enter  into	a  blanket		letter		of		
representations with DTC providing for such book-entry-only system.	Such agreement may be		
terminated at any time by either DTC or the Issuer in accordance	with the procedures	of DTC.		
				depository and in that		
In the event	of such termination, the Issuer shall select another securities			
							to such		
event, all references herein to DTC or Cede		& Co., shall be deemed to be for reference			
					the		
successor.	If	the	Issuer	does  not	replace	DTC,  the  Trustee  will	register  and	deliver  to				
Beneficial Owners replacement Series 2018 Bonds in the form of	fully registered	Series 2018		
									
Bonds in accordance with the instructions	from Cede & Co.														
																			
In the event DTC, any successor	of	DTC or the Issuer, but only in accordance	with the		
								
procedures of	DTC, elects to discontinue	the book-entry only system, the Trustee shall deliver		
bond ce1iificates in accordance with the instructions from DTC or its successor and after such		
time Series 2018 Bonds may be exchanged		for an equal aggregate principal amount	of Series		
																
2018  Bonds  in  other  Authorized  Denominations  upon  su1Tender  thereof  at  the  designated		
corporate trust office of the Trustee.																						
SECTION 2.08.	Appointment	of Registrar  and  Paying  Agent.  The  Issuer  shall		
keep, at the designated corporate trust office		of the Registrar,	books (the "Bond Register") for the		
										U.S.  Bank		
registration, transfer and exchange	of the Series 2018 Bonds, and hereby appoints			
								
		to keep such books and make such registrations, transfers,		
National Association, as	its Registrar			
			U.S.  Bank  National  Association  hereby  accepts  its		
and  exchanges  as  required  hereby.				
		duties   and   responsibilities	as	Registrar		hereunder.		
appointment	as	Registrar   and   its								
Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such		
registration,  transfer  or  exchange,  but  such  Bondholder  shall  pay  any  taxes  or  other		
governmental charges on all registrations, transfers and exchanges.													

The  Issuer hereby  appoints  U.S.  Bank National  Association		
Series 2018 Bonds.  U.S. Bank National Association hereby accepts		
Agent and its duties and responsibilities	as Paying Agent hereunder.		

as its

Paying Agent for the appointment as Paying

17

SECTION 2.09.	Conditions  Precedent	to  Issuance	of the  Series  2018  Bonds.  In		
addition to complying with the requirements set forth in the Master Indenture in connection with		
the issuance of the Series 2018 Bonds, all the Series	2018 Bonds shall be executed	by the Issuer		
for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to		
the Issuer or upon its order, but only upon the further	receipttheby	Trustee of:			

(a)

(b) Trust Indenture;

Certified

Executed

copies of originals

the of

Assessment Resolutions; the Master Indenture and this Second Supplemental

(c)	An opinion	of		substantiallytotheDistrict					to the effect that (i) the		
			Counsel									
Issuer has been duly established and validly exists as a community development district under		
the Act,  (ii) the Issuer has good right and lawful authority under the Act to purchase	and/or		
construct the Series	2018	Project	being financed with the proceeds	of the Series 2018	Bonds,		
									
								as  are,  at the  date  of such		
subject to  obtaining such licenses,  orders  or other authorizations			
opinion, required to be obtained from any agency or regulatory body having lawful jurisdiction		
in order to own and operate	the Series 2018 Project, (iii) all proceedings	undertaken by the Issuer		
					
		Special	Assessments have been in accordance with Florida law,		
with respect to the Series	2018				
								the  Series  2018	Special		
(iv) the  Issuer  has	taken  all  action	necessary  to  levy  and  impose				
Assessments, and (v) the Series 2018	Special	Assessments are legal, valid and binding liens upon		
			are made, coequal with the lien		
the property against which	such Series 2018 Special Assessments			
									
			and municipal taxes, superior in dignity to all other liens, titles		
of all state, county, city, district			
													
and claims, until paid;															

(d) authentication and perfo1mance of the Trust Indenture;

A  certificate  of  an  Authorized	
delivery of the Series	2018  Bonds,	
terms and provisions	of the Master	

Officer to the effect that, upon the the Issuer will not be in default in the Indenture or this Second Supplemental

Exhibit D

if

(e)	Copies	of	executed	investor  letters	in  the  fmm  attached  hereto		
					Underwriter; and		
such investor letter is required, as determinedthe by			

as

	(f)	Executed copies of the True-Up Agreement,	the Acquisition Agreement,		
Declaration	of  Consent,	the  Completion  Agreement,	the  Interlocal  Agreement,  the  Joint		
Acquisition Agreement, the Continuing Disclosure Agreement and the Collateral Assignment.		
Payment to the Trustee of the net proceeds of the Series 2018 Bonds shall be conclusive		
evidence that the foregoing conditions have been satisfied	as to the Issuer and the Underwriter.		
				
			[END OF ARTICLE	II]			

18

			ARTICLE III								
		REDEMPTION OF SERIES 2018 BONDS					
SECTION 3.01.	Redemption	Dates	and  Prices.  The  Series  2018  Bonds	shall  be		
subject to redemption at the times and in the manner provided in Article VIII	of the Master		
Indenture and in this Article III.  All payments of the Redemption Price of the Series 2018 Bonds		
shall be made on the dates hereinafter required.  Except as otherwise provided in this Section		
3.01, if less than all the  Series 2018  Bonds of a maturity are to be redeemed pursuant to  an		
extraordinary mandatory redemption, the Trustee shall select the Series 2018 Bonds or portions		
of the Series 2018 Bonds to be redeemed by lot.  Partial redemptions	of Series 2018 Bonds shall,		
to the extent possible, be made in such a manner that the remaining Series 2018 Bonds held by		
each Bondholder shall be  in Authorized Denominations,  except for  the last remaining  Series		
2018 Bond.													
The Series 2018 Bonds are subject to redemption prior to maturity in the amounts, at the		
times and in the manner provided below.	All payments of the Redemption Price of the Series		
2018 Bonds shall be made on the dates specified below.  Upon any redemption of Series 2018		
Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the Issuer		
shall  cause  to  be  recalculated  and  delivered  to  the  Trustee  revised  mandatory  sinking  fund		
redemption amounts recalculated so as to am01iize the Outstanding principal amount of Series		
2018  Bonds  in  substantially  equal  annual  installments  of principal  and  interest  (subject  to		
rounding to Authorized Denominations of principal) over the remaining term of the Series 2018		
Bonds.  The mandatory sinking fund redemption amounts as so recalculated shall not result in an		
increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2018		
Bonds in any year.	In the event of a redemption or purchase occurring less than 45 days prior to		
a  date  on  which	a	mandatory  sinking	fund	redemption  payment  is  due,  the  foregoing		
recalculation shall not	be	made to the mandat01y sinking fund redemption amounts due in the		
year  in  which  such  redemption  occurs,  but  shall  be  made  to  the  mandatory  sinking  fund		
redemption amounts for the immediately succeeding and subsequent years.					
(a)	Optional  Redemption.  The  Series  2018  Bonds  maturing  after	[May  1,		
20_] may, at the option of the Issuer be called for redemption prior to maturity as a whole or in		
part, at any time, on or after [May 1, 20_] (less than all Series 2018 Bonds	of a maturity to be		
selected by lot), at a Redemption Price equal to the principal amount of Series 2018 Bonds to be		
redeemed,  plus  accrued  interest  from  the  most  recent  Interest  Payment Date  through which		
interest has been paid to the redemption date from moneys on deposit in the Series 2018 Optional		
Redemption  Subaccount  of the  Series  2018  Bond  Redemption	Account.	If	such  optional		
							
redemption shall be in part, the Issuer shall select such principal amount of Series 2018 Bonds to		
be optionally redeemed from  each maturity so that debt service on the remaining Outstanding		
Series 2018 Bonds is substantially level.										
(b)		Extraordinary   Mandatory	Redemption	in		Whole	or	in	Pmi.  The		
Series 2018 Bonds are subject to extraordinary mandatory redemption prior to maturity by the		
Issuer  in  whole  or  in  part,  on  any  date  (other  than  in the  case		of clause  (i)  below,  which		
extraordinary mandatory redemption in pm-t must occur on a Qumierly Redemption Date), at a		
Redemption  Price  equal  to  100%  of the  principal  amount  of	the  Series  2018  Bonds  to  be		
redeemed, plus interest accrued to the redemption date, as follows:							

19

(i)	from Series 2018 Prepayment	Principal deposited into the Series		
2018  Prepayment  Subaccount	of	the  Series	2018  Bond	Redemption  Account  following  the		
										
				2018  Special Assessments  on any  assessable property		
payment in whole or in part	of Series			
					of  Section  4.05(a)	of this	Second		
within  the  District  in  accordance	with  the  provisions					
Supplemental Trust Indenture, together with any excess moneys transferred by the Trustee from		
the Series 2018 Reserve Account to the Series 2018 Prepayment	Subaccount as a result of such		
Series  2018  Prepayment	and  pursuant  to	Sections	4.0l(f)  and  4.05(a)	of  this	Second		
Supplemental Trust Indenture.		If	such redemption shall be in part, the Issuer	shall select such		
				that debt service		
							from each maturity so			
principal amount of Series	2018 Bonds to be redeemed				
									
on the remaining Outstanding Series 2018 Bonds is substantially level;				
(ii)	from  moneys,  if any,  on  deposit	in the  Series  2018  Funds  and		
Accounts in the Funds and Accounts (other than the Series 2018 Rebate Fund and the Series		
2018  Acquisition  and  Construction  Account  and  Subaccounts  therein)  sufficient to  pay  and		
redeem all Outstanding Series 2018 Bonds and accrued interest thereon to the redemption date or		
dates in addition to all amounts owed to Persons under the Master Indenture; and			

(iii)	upon each Completion Date, from any funds transferred from the

respective  Subaccounts	within  the	Series  2018  Acquisition  and	Construction  Account  in		
accordance with the provisions	of Section 4.0l(a) hereof, not otherwise	reserved to complete the		
					
Series  2018  Project	or	the  Amenity  Project,  and  transferred  to	the  Series  2018  General		
Redemption Subaccount	of the Series	2018 Bond Redemption Account.	If such redemption shall		
				to be redeemed		
					amount of Series 2018 Bonds			
be in part, the Issuer shall select such principal				
				
from each maturity	so that debt service	on the remaining Outstanding Series 2018  Bonds  is		
									
substantially level.															
(c)	Mandatory Sinking		Fund Redemption.  The Series 2018 Bonds maturing		
on [May 1, 20_] are subject	to mandatory sinking fund redemption from the moneys on deposit		
in the Series 2018 Sinking Fund Account on May 1 in the years and in the mandatory sinking		
fund  redemption amounts	set forth	below at a Redemption Price	of	100% of their principal		
		to the date of	redemption.					
amount plus accrued interest							
												
									Mandatory Sinking Fund			
					Year			Redemption Amount				
										$					

*

*  Maturity.							
The Series 2018 Bonds maturing	on [May 1, 20_] are subject	to mandatory		
					
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption	amounts	set  forth		
Redemption  Price  of 100%  of their  principal  amount	plus	accrued	interest  to		
						
redemption.							

sinking fund	
on May 1 in	
below  at	a	
the  date	of	

20

Mandatory Sinking Fund

Year	Redemption Amount

$

*

*

Maturity

The Series 2018 Bonds maturing	on [May 1, 20_] are subject	to mandatory		

redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption	amounts	set  forth		
Redemption  Price  of  100%  of their  principal  amount	plus	accrued	interest  to		
						
redemption.							

sinking fund	
on May 1 in	
below  at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

$

*

*

Maturity

The Series 2018 Bonds maturing	on [May 1, 20_] are subject	to mandatory		

redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption	amounts	set  forth		
Redemption  Price  of 100%  of their  principal  amount	plus	accrued	interest  to		
						
redemption.							

sinking fund	
on May 1 in	
below  at	a	
the  date	of	

21

Mandatory Sinking Fund

Year	Redemption Amount

$

*

*

Maturity

Bonds

Series

Series

Master

SECTION 3.02.	Notice  of Redemption.	When  required  to  redeem  Series  2018		
			Trust Indenture or directed to redeem		
under any provision of this Second Supplemental			
		of the		
2018	Bonds by the Issuer, the Trustee shall give or cause to be given to Owners			
2018	Bonds to be redeemed, notice of the redemption, as set forth in A1iicle VIII	of the		
Indenture.						
		[END OF ARTICLE III]			

22

ARTICLE IV		
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS;	
ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS;	
LIENS	ASSESSMENT	
REMOVAL OF SERIES 2018 SPECIAL		

SECTION 4.01.

Establishment

of

Ce1iain Funds and Accounts.

(a)	The Trustee shall establish a separate account within the Acquisition and
Construction Fund designated as the "Series 2018 Acquisition	and Construction Account," and		
within such Account,	a "Series 2018 Project Subaccount," and a "Series 2018 Amenity Project		
Subaccount."  Proceeds of the Series 2018 Bonds shall be deposited	into the two Subaccounts		
within the Series 2018 Acquisition and Construction Account in the respective amounts set fmih		
in  Section  2.06  of this  Second  Supplemental	Trust	Indenture,	together	with	any  moneys		
			as		set	fo1ih in this Section 4.0l(a) of this		
transferred thereto, and such moneys shall be applied						
Second Supplemental Trust Indenture,	Section 5.01	of	the Master Indenture,	and the Acquisition		
										
					Funds on deposit in the two Subaccounts within		
Agreement and Joint Acquisition Agreement.			
the Series 2018 Acquisition and Construction	Account shallbe only	requested by the Issuer to	be		
applied to  the  Costs	of	the  Series  2018	Project in compliance with the  requirements  of the		
requisition provisions	of	the Series 2018 Indenture,	and each such requisition shall indicate from		
which Subaccount within the Series 2018 Acquisition and Construction Account disbursement is		
to  be  made.  Except	as	provided further	in this  Section  4.0l(a)  amounts	in	the		Series  2018		
					Project.			
Amenity Project Subaccount shall be applied solely to pay Costs of the Amenity				
						
After the Completion Date with respect to the Series 2018 Project (excluding the		
Amenity Project), and after retaining	funds for the costs	of completing the balance	of the Series		
2018 Project (excluding the Amenity Project), any remaining moneys in the Series 2018 Project		
Subaccount within the Series 2018 Acquisition and Construction Account, shall be transferred to		
the  Series 2018  General  Redemption Subaccount,  as  directed  in writing by the Issuer or the		
District Manager, on behalf of the Issuer to the Trustee.													
With respect to the Amenity Project, no		amounts shall be transferred from the		
Series 2018 Amenity Project Subaccount	to	the Series 2018 General Redemption		Subaccount,		
							
			Project, and only so	long	as	the Trustee shall		
until after the Completion Date for the Amenity						
have retained therein any amount required	to	fund the costs to complete the Amenity Project,	as		
							on behalf of the Issuer to	the Trustee.		
directed in writing by the Issuer or the District Manager,				
				Amenity Project Subaccount		
Provided, no recourse to amounts on deposit in the Series 2018			
shall be available to remedy any Event	of Default under the Series 2018 Indenture,	and instead		
			of		
the proceeds of the Series 2018 Amenity	Project Subaccount shall be used solely for purposes			

completing the Amenity Project.																						
The Trustee shall make no such transfers from the Series 2018 Project Subaccount		
to the Series 2018 General Redemption	S ubaccount if an Event of	Default exists with respect to		
																				
the Series 2018 Bonds.																							
Except  as  provided  in		Section  3.0l(b)(iii)	or  Section  5.06  hereof,  only  upon		
													
presentment to the Trustee of a properly	signed requisition in substantially the form attached		

23

hereto as Exhibit C, shall the Trustee	withdraw moneys from any Subaccount within the Series		
										
2018 Acquisition and Construction Account.									
Pursuant  to  the  Master  Indenture,  the	Trustee  shall  also  establish  a  separate		
account within the Acquisition and Construction Fund designated as the "Series 2018 Costs	of		
			
Issuance Account."  Proceeds	of the Series 2018 Bonds	shall be deposited into the Series 2018		
							to		
Costs of Issuance Account	in the amount set fo1ih in Section 2.06 hereof.  Upon presentment			
				
			requisition in substantially the form attached hereto as Exhibit		
the Trustee of a properly signed			
C, the Trustee shall withdraw moneys from the Series 2018 Costs of Issuance	Account to pay the		
costs of issuing the Series	2018 Bonds.  Six months after the issuance	of the Series 2018 Bonds,		
				of		
					2018 Costs of Issuance Account in excess of the costs			
any moneys remaining in the Series				
issuing the Series 2018 Bonds requested by the Issuer to be disbursed shall be deposited into the		
Series 2018  Interest Account	and the  Series 2018  Costs	of Issuance	Account shall be closed.		
							
	allocated to pay the cost	of	issuing	the Series 2018 Bonds shall be		
Any deficiency in the amount						
									
paid from excess Series 2018 Pledged Revenues on deposit in the Series 2018 Revenue Account		
as provided in Section 4.02 herein.										

(b)	Pursuant  to  Section  6.03  of the  Master  Indenture,  the  Trustee  shall

establish a separate Account within the Revenue Fund designated as the "Series 2018 Revenue		
Account."   Series 2018  Special Assessments  (except for Prepayments	of Series 2018  Special		
Assessments which shall be identified as such by the Issuer to the Trustee and deposited in the		
Series 2018  Prepayment Subaccount)  shall be  deposited by the Trustee  into the  Series 2018		
Revenue Account which shall be applied	as set fo1ih in Section 6.03	of the Master	Indenture and		

Section 4.02 of this Second	Supplemental Trust Indenture.					

(c)	[RESERVED].

(d)	Pursuant to Section	6.04 of the Master Indenture and Section 4.02 of this		
Second Supplemental Trust Indenture, the Trustee shall establish a separate Account within the		
Debt Service Fund designated	as the "Series 2018 Interest	Account."  Moneys deposited into the		
			Indenture and Sections 2.06		
				the Master			
Series 2018 Interest Account	pursuant to Section 6.04 of				
					
			Trust Indenture, shall be applied for the purposes provided		
and 4.02 of this Second Supplemental			
							
therein and used to pay interest on the Series 2018 Bonds.					

(e)	Pursuant  to  Section  6.04  of the  Master  Indenture,  the  Trustee  shall

establish a separate account within the Debt Service Fund designated as the "Series 2018 Sinking		
Fund Account."	Moneys	shall  be  deposited  into  the  Series 2018  Sinking  Fund Account  as		
provided in Section 6.04 of the Master Indenture and Section 4.02	of this Second	Supplemental		
Trust Indenture,  and applied for the purposes provided therein and  in Section 3.0l(c)	of this		
			
SupplementalSecond	Trust Indenture.							
(f)	Pursuant  to  Section  6.05  of the  Master	Indenture,	the  Trustee  shall		
establish a separate Account within the Debt Service Reserve Fund designated as the  "Series		
2018 Reserve Account."	Proceeds	of the Series 2018 Bonds	shall be deposited into the Series		
			of this Second	Supplemental Trust		
			set forth in Section 2.06				
2018 Reserve Account in the amount					
							
Indenture,  and such moneys, together with any  other moneys  deposited into the  Series 2018		
Reserve Account shall be applied for the purposes provided in the Master Indenture and in this		

24

Section 4.0l(f) and Section 4.05 of this Second Supplemental	Trust Indenture.  Notwithstanding		
any provisions in the Master Indenture to the contrary, the Issuer covenants not to substitute the		
cash and Investment Obligations on deposit in the Series 2018 Reserve Account with a Debt		
Service Reserve Insurance Policy or a Debt Service Reserve Letter of Credit.  Except as provided		
in the next paragraph, all investment earnings on moneys in the Series 2018 Reserve Account		
shall remain on deposit therein.														
On each March 15 and September	15	(or,	if such date is not a Business	Day, on		
						
the Business Day next preceding such day), the Trustee shall determine the amount on deposit in		
the Series 2018 Reserve Account and transfer any excess therein above the Series 2018 Reserve		
Requirement  for  the  Series  2018  Bonds  caused  by  investment  earnings  to  the  Series  2018		
Revenue Account in accordance with Section 4.02 hereof.									
In the event of a Prepayment	of Series 2018 Special Assessments	in accordance		
						
with  Section 4.05(a)  of this  Second  Supplemental  Trust  Indenture,  45	days  before the  next		
Quarterly Redemption Date, the Trustee shall recalculate the Series 2018 Reserve Requirement		
taking into account the amount of Series 2018 Bonds that will be outstanding as a result of such		
Prepayment of Series 2018 Special Assessments,	and cause the amount on deposit in the Series		
							resulting from Series		
2018 Reserve Account in excess of	the Series 2018 Reserve Requirement,			
2018 Prepayment Principal, to be transferred to the Series 2018 Prepayment Subaccount to be		
applied toward the  extraordinary mandatory	redemption	of	Series 2018	Bonds in accordance		
	the	Series  2018  Prepayment Principal  otherwise		
with  Section  3.0l(b)(i),  as  a  credit  against				
required to be made by the owner of	such property	subject to Series 2018 Special Assessments.		
													
Notwithstanding  any	of the  foregoing,	amounts  on  deposit in  the  Series  2018		
		in the amounts directed in writing by the		
Reserve Account shall be transfe1Ted by the Trustee,				
								Subaccount,		
Majority Holders of the Series 2018 Bonds to the Series 2018 General Redemption			
if as a result of the application of Article X of the Master Indenture,	the proceeds received from		
lands sold subject to the Series 2018 Special Assessments	and applied to redeem a portion of the		
	of	Series  2018	Bonds  indebtedness		
Series  2018  Bonds  is  less  than  the  principal	amount					
												
attributable to such lands.														

(g)	Pursuant  to  Section 6.06  of  the  Master  Indenture,  the  Trustee  shall

establish  a  separate  Series  Bond  Redemption  Account  within  the  Bond  Redemption  Fund		
designated as the "Series 2018 Bond Redemption Account" and within such Account, a "Series		
2018 General Redemption Subaccount," a "Series 2018 Optional Redemption Subaccount," and		
a  "Series  2018  Prepayment  Subaccount."    Except  as  otherwise  provided  in  this  Second		
Supplemental	Trust  Indenture  regarding  Prepayments	or  in  connection  with  the  optional		
redemption  of	the  Series  2018  Bonds,  moneys	to  be	deposited  into  the  Series  2018  Bond		
		of the Master Indenture,	shall be deposited to		
Redemption Account as provided in Section 6.06				
				
the Series 2018 General Redemption Subaccount.					

(h)	Moneys  that  are  deposited  into  the  Series  2018  General  Redemption

Subaccount (including all earnings on investments extraordinary mandatory redemption (i) in whole, Outstanding amount of Series 2018 Bonds, or (ii) in of a portion of the Series 2018 Bonds.

held therein) shall be used to call for the pursuant to Section 3 .01 (b )(ii) hereof, the part, pursuant to Section 3.01 (b )(iii) hereof,

25

(i)	Moneys in the Series 2018 Prepayment Subaccount (including all earnings

on investments held in such Series 2018 Prepayment Subaccount) shall be accumulated therein		
to be used to call for redemption pursuant to Section 3.0l(b)(i)	hereof an amount of Series	2018		
			of		
	2018 Prepayment Subaccount			
Bonds equal to the amount	of money transfen-ed to the Series				
					
		of such extraordinary	mandatory		
		Account for the purpose				
the  Series 2018  Bond Redemption					
							
redemption on the dates and at the price provided in such Section 3.0l(b)(i) hereof.					
(i)	The Issuer hereby directs	the Trustee to establish a separate account in the		
Rebate Fund designated as the "Series 2018 Rebate Account.''  Moneys shall be deposited into		
the Series 2018  Rebate Account,  as provided in the Arbitrage Ce1iificate and applied for the		
purposes provided therein.									

(k)	Moneys on deposit in the Series 2018 Optional Redemption Subaccount

shall be used to 3.0l(a) hereof.

optionally redeem all

or

a pmiion

of

the Series 2018 Bonds pursuant to Section

SECTION 4.02.	Series	2018  Revenue  Account.  The  Trustee  shall  transfer  from		
amounts on deposit in the Series 2018 Revenue Account to the Funds and Accounts designated		
below, the following amounts, at the following times and in the following	order	of	priority:		
							
FIRST,  upon receipt but no		later than the  Business	Day  next preceding  each		
Interest Payment Date,  commencing	..____	1, 20_], to the Series	2018	Interest		
							
Account of the Debt Service	Fund, an amount from the Series 2018 Revenue Account		
equal to the interest on the  Series 2018  Bonds becoming due on the next succeeding		
Interest Payment Date, less any amount on deposit in the Series 2018 Interest Account		
not previously credited;																		
SECOND,	no  later  than	the  Business	Day  next	preceding	each	May 1,		
commencing [May 1, 20_],	to the Series	2018 Sinking Fund Account, an amount from		
					amount	of Series 2018 Bonds		
the Series 2018 Revenue Account equal to the principal				
subject to  sinking fund redemption	on such May 1,  less any amount	on deposit in the		

Series 2018 Sinking Fund Account not previously credited;									
THIRD,  upon receipt but no  later than the Business Day next preceding each		
Interest Payment Date while Series 2018 Bonds remain Outstanding, to the Series 2018		
Reserve Account, an amount from the Series 2018 Revenue Account equal to the amount,		
if any, which is necessary	to make the amount on deposit therein equal to the Reserve		
																		
Requirement for the Series 2018 Bonds;														
FOURTH, notwithstanding the foregoing, at any time the Series 2018 Bonds are		
subject to redemption on a date which is not a May 1 or November 1 Interest Payment		
Date, the Trustee shall be authorized to transfer from the Series 2018 Revenue Account		
to the Series 2018 Interest Account, the amount necessary to pay interest on the Series		
2018 Bonds subject to redemption on such date; and										
FIFTH, subject to the foregoing	paragraphs, the balance of any moneys	remaining		
					
						into the Series 2018 Costs of		
after making the foregoing deposits shall be first deposited			
Issuance Account to cover any deficiencies	in the amount allocated to pay the cost of		

26

the	issuing	Series 2018 Bonds and next, any balance in the Series 2018 Revenue Account		
	shall remain on deposit in such Series 2018  Revenue Account, unless pursuant to the		
	Arbitrage Certificate, it is necessary	to make a deposit into the Series 2018 Rebate Fund,		
			Trustee to make such deposit thereto.			
	in which case, the Issuertheshall direct					
	SECTION 4.03.	Power to Issue Series 2018 Bonds and Create Lien.  The Issuer is		
duly authorized under the Act and all applicable	laws of the State to issue the Series 2018 Bonds,		
to execute and deliver the Series 2018 Indenture and to pledge the Series 2018 Pledged Revenues		
for the benefit	of the Series 2018 Bonds to the extent set forth herein.  The Series 2018 Pledged		
Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien		
created	in favor  of the  Series  2018  Bonds,	except as  otherwise	permitted under the  Master		
Indenture.  The Series 2018 Bonds and the provisions	of the Series 2018 Indenture are and will		
be valid and legally enforceable obligations	of	the Issuer in accordance with their respective		
										
te1ms.	The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect		
the pledge created by the Series 2018 Indenture	and all the rights	of the Owners of the Series		
						all persons		
2018  Bonds  under the  Series 2018  Indenture	against  all  claims  and  demands  of			
									
whomsoever.													
	SECTION 4.04.	Series 2018 Project to Confmm	to  Consulting Engineers Report.		
					proceed to		
Simultaneously with the issuance of the Series 2018 Bonds, the Issuer will promptly			
construct  or  acquire  the	Series  2018  Project,		as  described	in  Exhibit  A  hereto  and  in  the		
Consulting Engineers Repmi relating thereto,  all pursuant	to the te1ms  and provisions  of the		
						
Acquisition Agreement and the Joint Acquisition Agreement.						

SECTION 4.05.

Prepayments;

Removal

of

Series 2018 Special Assessment Liens.

(a)	At  any time  any  owner of	property	subject to  the  Series  2018  Special		
									
Assessments  may,  at  its  option,  or  as	a  result	of	acceleration  of the  Series  2018  Special		
Assessments because of non-payment thereof, shall, or by operation of law, require the Issuer to		
reduce or release and extinguish the lien upon its prope1iy	by vi1iue of	the levy of	the Series		
2018 Special Assessments by paying or causing there to be paid, to the Issuer all or a p01iion of		
the Series 2018  Special Assessment, which shall constitute Series 2018 Prepayment Principal,		
plus, except as provided below, accrued interest to the next succeeding	Quaiierly Redemption		
					
Date  (or the  first	succeeding  Quarterly	Redemption Date that  is  at least 45  days  after  such		
				45	calendar	days before the next succeeding		
Prepayment, if such Prepayment is made within					
			to the property subject to Series		
Quaiierly Redemption Date, as the case may be), attributable			
2018 Special Assessments owned by such owner.  To the extent that such Prepayments are to be		
used to redeem Series 2018 Bonds pursuant to Section 3.0l(b)(i) hereof, in the event the amount		
on deposit in the Series 2018 Reserve Account will exceed the Series 2018 Reserve Requirement		
for the Series 2018 Bonds as a result of a Prepayment	in accordance with this Section 4.05(a) and		
						of this		
the resulting extraordinary mandatory redemption in accordance with Section 3.0l(b)(i)			
Second  Supplemental  Trust  Indenture	of  Series  2018  Bonds,  the  excess  amount  shall  be		
transferred from the Series 2018 Reserve Account to the Series 2018 Prepayment Subaccount, as		
a credit against the Series 2018 Prepayment Principal otherwise required to be paid by the owner		
of such lot or parcel,  upon written instructions	of the  Issuer together with a ce1iificate of a		
Responsible  Officer of the  Issuer stating that,	after	giving  effect to  such transfers	sufficient		

27

moneys will be on deposit in the Series 2018 Reserve Account to equal or exceed the Series		
2018 Reserve Requirement.									
(b)	Upon  receipt  of  Series	2018  Prepayment  Principal  as  described  in		
		the conditions	set fmih therein, the Issuer shall		
paragraph (a) above, subject	to	satisfaction of				
							
	so	received to the Trustee,	and the Issuer shall take such action as is		
immediately pay the amount					
					that the Series 2018		
			improvement lien book of the District			
necessary to record in the official				
				
Special  Assessment  has  been  paid  in  whole  or  in  part  and  that  such  Series  2018  Special		
Assessment lien is thereby reduced, or released and extinguished, as the case may be.		
				[END OF ARTICLE IV]				

28

					ARTICLE V						
COVENANTS AND DESIGNATIONS OF THE ISSUER				
SECTION 5.01.	Collection	of	Series 2018  Special Assessments.	Pursuant to  the		
							
terms and provisions of the Master Indenture,	the Issuer shall collect the  Series 2018  Special		
Assessments relating to the acquisition	and construction of the Series 2018 Project through the		
						Method")  afforded  by  Chapter  197,  Florida		
Unifo1m  Method  of Collection  (the	"Uniform			
Statutes.  Pursuant to the terms and provisions	of the Master Indenture, the Issuer shall, pursuant		
					directly  collect  the  Series  2018  Special		
to  the  provisions  of the  Assessment		Resolutions,				
			Method with respect to any lands within Series 2018		
Assessments levied in lieu	of the Unifo1m			
														
Assessment Area that have not been platted.  In addition, and not in limitation of, the covenants		
contained elsewhere in this Second Supplemental Trust Indenture and in the Master Indenture,		
the Issuer covenants to comply with the terms	of	the proceedings	heretofore adopted with respect		
								
to  the  Series  2018  Special  Assessments,  and  to  levy  and  collect  the  Series  2018  Special		
Assessments and any required true-up payments set forth in the Assessment Methodology or		
True-Up Agreement in such manner	as	will generate	funds sufficient to pay Debt Service on the		
Series 2018 Bonds when due.	The Assessment Methodology shall not be materially amended		
without the written consent of	the Majority		Owners.								
														
SECTION 5.02.	Continuing  Disclosure.	Contemporaneously  with  the	execution		
								
and delivery hereof, the Issuer and the Series 2018 Landowner have executed and delivered a		
Continuing  Disclosure  Agreement  in  order  to  assist the  Underwriter  in  complying  with  the		
requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of	1934.  The		
Issuer  covenants  and  agrees	to  comply		with		the		provisions	of	the  Continuing	Disclosure		
Agreement applicable to it; however,	as set		f01ih	therein, failure to so comply shall not constitute		
												by mandamus  or any other		
and Event of Default hereunder, but shall instead be enforceable			
					
means of specific perfo1mance.																

SECTION 5.03.	Investment of Funds and	
of the Master Indenture shall apply to the investment	
2018 Funds and Accounts therein created hereunder.	

Accounts. The provisions of and reinvestment of moneys

Section 7.02

in the Series

SECTION 5.04.	Additional  Bonds.  The  Issuer  covenants	not  to  issue  any  other		
				
Bonds or other debt obligations secured by the Series 2018 Special Assessments.  In addition, the		
Issuer covenants not to issue any other Bonds or debt obligations for capital projects, secured by		
Special Assessments on the assessable lands within the Series 2018 Assessment Area, until the		
Series 2018  Special Assessments  are  Substantially Absorbed.   The  District shall  present the		
Trustee with a ce1iification that the Series 2018 Special Assessments are Substantially Absorbed		
and the Trustee may rely conclusively	upon such ce1iification and shall have no duty to verify if		
					
the Series 2018 Special Assessments	are Substantially Absorbed.  In the absence of such written		
ce1iification, the Trustee is entitled to assume that the Series 2018 Assessments have not been		
Substantially Absorbed.   Such covenant shall  not prohibit the  Issuer  from  issuing refunding		
Bonds  or  any  Bonds  or  other  obligations	for  District  Lands  outside  of the  Series  2018		
				
Assessment Area.							

SECTION 5.05. Master Indenture to the

Requisite Owners for Direction or Consent. Anything in the contrary notwithstanding, any direction or consent or similar provision

29

which requires fifty-one percent	of the Owners, shall in each case be deemed	to refer to, and		

shall mean, the Majority Holders.																
	SECTION 5.06.	Acknowledgement	Regarding   Series   2018   Acquisition   and		
				Default.	The  Series  2018  Bonds  are		
Construction  Account  Moneys	Following  an  Event  of				
											
payable solely from the Series 2018 Pledged Revenues and any other moneys held by the Trnstee		
under the Series 2018 Indenture for such purpose.  Anything in the Series 2018 Indenture to the		
contrary notwithstanding, the Issuer hereby acknowledges that, upon the occmTence	of an Event		
of	Default with respect to the Series 2018 Bonds,	(i) the Series	2018 Pledged Revenues includes,		
						Subaccount of the Series		
without limitation, the amounts on deposit in the Series 2018 Project			
2018 Acquisition and Construction	Account of the Acquisition	and Construction Fund then held		
							Issuer (whether to		
the by	Trustee, (ii) the Series 2018 Pledged Revenues may not be usedthe by				
pay costs of the Series 2018 Project	or otherwise) without the consent	of	the Majority Owners		
								
and (iii) the Series 2018 Pledged Revenues may be used by the Trustee, at the direction or with		
the approval of the Majority	Owners, to pay costs and expenses incurred in connection with the		
	the  Series  2018  Indenture,  provided,  however  notwithstanding		
pursuit  of  remedies  under			
		the Trustee is also authorized	to utilize the Series 2018 Pledged		
anything herein to the contrary				
			of the Master	Indenture.		
			as provided in Section 10 .12				
Revenues to pay fees and expenses					

					[END OF ARTICLE	VJ											

30

		ARTICLE VI											
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR				
SECTION 6.01.	Acceptance of Trust.  The Trustee accepts and agrees	to  execute		
the trusts hereby created and agrees to perform	such trusts upon the terms and conditions set		
			act	as Paying Agent and Registrar	for		
forth in the Series 2018 Indenture.	The Trustee agrees to					

the Series 2018 Bonds.																
SECTION 6.02.	Trustee's  Duties.  The	Trustee	shall  not  be  responsible  in  any		
manner for the due execution of this Second Supplemental		Trust Indenture by the Issuer or for		
		authentication on the  Series  2018		
the  recitals  contained herein  (except for  the	certificate	of			
				as otherwise	expressly stated in this		
Bonds), all of which are made solely by the Issuer.	Except				
Second Supplemental Trust Indenture, nothing contained herein shall limit the rights, benefits,		
privileges, protection and entitlement inuring to the Trustee under the Master Indenture.			
SECTION 6.03.	Patriot Act Requirements  of	Trustee  .	To  help the  government		
fight the funding of te1Torism	and money laundering	activities, Federal law requires all financial		
institutions to obtain, verify and record information that identifies each person who  opens an		
account.  For a non-individual person such as	a business	entity, a charity, a trust or other legal		
									formation		
entity, the Trustee will ask for documentation	to	verify such non-individual person's			
						
					to	see financial	statements, licenses,		
and existence as a legal entity.  The Trustee may also ask					
identification and authorization documents from individuals claiming authority to represent the		
entity or other relevant documentation.														

[END

OF

ARTICLE VI]

31

	ARTICLE VII			
	MISCELLANEOUS PROVISIONS			
SECTION 7.01.	Interpretation	of	Second  Supplemental	Trust	Indenture.  This	
Second  Supplemental  Trust  Indenture  amends	and  supplements  the  Master	Indenture  with	
respect to the Series 2018	Bonds, and all of the provisions of the Master	Indenture, to the extent	
not  inconsistent  herewith,  are  incorporated  in  this  Second  Supplemental  Trust  Indenture  by	
reference.  To the maximum extent possible, the Master Indenture and the Second Supplemental	
Trust Indenture shall be read and construed as one document.			

SECTION 7.02. Trust Indenture shall be Indenture.

Amendments. Any amendments to this Second Supplemental made pursuant to the provisions for amendment contained in the Master

SECTION 7.03.	Counterpaiis.	This Second Supplemental Trust Indenture may		
			and delivered shall		
executed in any number	of counterpaiis, each of which when so executed			
an original; but such counterparts shall together constitute but one and the same instrument.		

be be

SECTION 7.04.	Appendices	and Exhibits.  Any  and  all  schedules,  appendices  or		
exhibits  referred to  in and  attached	to  this  Second  Supplemental Trust Indenture are	hereby		
incorporated  herein  and	made	a  paii		of this  Second  Supplemental		Trust  Indenture	for  all		

purposes.													
SECTION 7.05.	Payment	Dates.  In any case in which an Interest Payment Date or		
the maturity date of the Series	2018	Bonds or the date fixed for the redemption	of any Series		
2018  Bonds  shall  be  other  than  a	Business  Day,  then  payment	of  interest,	principal  or		
Redemption Price need not be made on such date but may be made  on the next succeeding		
Business Day, with the same force and effect as if made on the due date, and no interest	on such		
payment  shall  accrue  for  the  period	after  such  due  date  if payment	is  made  on  such  next		

succeeding Business Day.													
SECTION 7.06.	No  Rights		Confened on Others.  Nothing herein  contained  shall		
				and the Holders of the Series 2018		
confer any right upon any Person other than the paiiies hereto			
Bonds, and no other person is intended to be a third paiiy beneficiary hereof to be entitled to		
asse1i or preserve any claim hereunder.										

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

32

IN WITNESS WHEREOF,	Holly Hill Road East Community Development District has		
			by the Chairperson of its Board		
caused this Second Supplemental Trust Indenture to be executed			
of Supervisors and its corporate	seal to be hereunto affixed and attested by the Secretary	of its		
				
Board of Supervisors	and U.S. Bank National Association has caused this Second Supplemental		
		one of its authorized	signatories, all as of the day and year first		
by					
Trust Indenture to be executed							
above written.								

[SEAL]

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT

Attest:							
		By:	---------------		
					
		Name: WmTen K. Heath				
By:		Title:	Chairperson,				
	----------------		Board of Supervisors				
							
Name:  Jane Gaarlandt	of Supervisors						
Title:   Secretary, Board							
							
		U.S. BANK NATIONAL ASSOCIATION,		
				and	Registrar			
		as Trustee, Paying Agent				
		By: ____________	_		
					
		Name: James Audette				
		Title:	Vice President				

33

EXHIBIT A DESCRIPTION OF SERIES 2018 PROJECT

The Series 2018 Project includes, but is not limited to, the following improvements:

												3	6							
				Infrastructure<		lC	l							
							5		7	)												
Offsite lmprovements(ll(	)C													
							1	2	3	5		6	lC	7	)					
Stormwater ManagementC	lC		)(	)C	lC								
Utilities (Water, Sewer,	&									5	7	9	)		
		Street Lighting)Ol(	)(	JC			
1	4	5	lC	7	l																
RoadwayC lC	lC																			
				7	3																
Entry Feature(ll(		)C  l																
						7	J															
Parks and Amenities(ll(																
Contingency								.			·.·		..					
TOTAL																				

Phase 2	
$	125,000	
	1,190,000	
	560,000	
	432,500	
	170,000	
	210,000	
	105,000	
$2,792,500	

Notes:

1.

2.

3. 4. 5. 6. 7. 8. 9. based10.

	improvements,				Stormwater management	facilities, master sanitary sewer		
Infrastructure consists of roadway	landscaping and	signage, and neighborhood	parks.			
lift station and utilities, entry feature,						
				by home		
			with home construction, which will be provided			
Excludes grading of each lot in conjunction				

builder.											
Includes Stormwater pond excavation.								
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.				
Includes subdivision infrastructure and civil/site engineering.					
Stormwater does not include grading associated with building pads.					
Estimates are based on 2018 cost.									
Includes entiy features, signage,	hardscape, landscape, iITigation and fencing.				
			with Duke Energy for the sti·eet light poles and lighting service.		
CDDintowill enter	a Lighting Agreement			
									
Estimates	on 100 lots.										

Source:

Holly Hill Road East Community Development District First Amendment to the Amended		
Restated Engineer's Rep01i dated June 2018,	prepared by Dennis Wood Engineering,	LLC.		

and

A-1

R-1

EXHIBITB [FORM OF SERIES 2018 BOND]
$ ____

HOLLY

UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DAVENPORT, FLORIDA HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND, SERIES 2018

Interest Rate

% ---

Maturity Date
May 1, 20_

Date of Original Issuance
[	-' 2018]

CUSIP 43584F

Registered Owner:

Principal Amount:

CEDE

&

CO.

KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  the  Holly  Hill  Road  East		
Community Development District (the "Issuer"), for value received, hereby promises to pay to		
the registered owner shown above or registered assigns, on the date specified above, from the		
sources hereinafter mentioned, the Principal Amount set fo1th above (with interest thereon at the		
Interest Rate per annum set fo1th above, computed on 360-day year of twelve 30-day months),		
said principal payable on the Maturity Date set forth above.  Principal of and interest on this		
Bond are payable by check or draft of U.S. Bank National Association, in Orlando, Florida, as		
paying agent (said U.S. Bank National Association and/or any bank or trust company to become		
successor paying agent being herein called the "Paying Agent") made payable to the registered		
owner and mailed on each Interest Payment Date commencing	[	1, 20_] to the address		
						
of the registered owner as such name and address shall appear on the registry books of the Issuer		
maintained  by  U.S.  Bank  National  Association,  as  Registrar  (said  U.S.  Bank  National		
Association  and any  successor Registrar being  herein called the  "Registrar")  at the  close  of		
business on the fifteenth day of the calendar month preceding each interest payment date or the		
date on which the principal of a Bond is to be paid (the  "Record Date"), provided, however		
presentation is not required for payment while the Series 2018  Bonds are registered in book-		
entry-only f01m.  Such interest shall be payable from the most recent interest payment date next		
preceding the date of authentication hereof to which interest has been paid, unless the date of		
authentication hereof is a May 1 or November 1 to which interest has been paid, in which case		
from the date of authentication hereof, or unless such date of authentication	is prior to [__ 1,		
		hereof		
20_], in which case from the date of initial delivery, or unless the date	of authentication			
				
is between a Record Date and the next succeeding interest payment date, in which case from		
such interest payment date.  Any such interest not so punctually paid or duly provided for shall		
forthwith cease to be payable to the registered owner on such Record Date and may be paid to		
the person in whose name this Bond is registered at the close of business on a Special Record		
Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof		
shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their		
registered addresses, not less than ten (10) days prior to such Special Record Date, or may be		

B-1

paid, at any time in any	
(defined below).	Any	
the meaning ascribed to	

other lawful manner, as more fully provided	in the Series 2018		
			
capitalized term used in this Bond and not otherwise defined		
such term in the Series 2018 Indenture.			

Indenture shall have

THE  SERIES  2018  BONDS  ARE  LIMITED  OBLIGATIONS  OF  THE  ISSUER		
PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER		
THE  SERIES  2018  INDENTURE  AND  NEITHER  THE  PROPERTY,  THE  FULL  FAITH		
AND   CREDIT,   NOR	THE   TAXING  POWER  OF   THE  ISSUER,   THE   CITY   OF		
DAVENPORT, FLORIDA (THE "CITY"), POLK COUNTY, FLORIDA (THE "COUNTY"),		
THE STATE OF FLORIDA	(THE "STATE"), OR ANY OTHER	POLITICAL SUBDIVISION		
				OF  THE  SERIES  2018		
			SECURITY  FOR THE  PAYMENT			
THEREOF,  IS  PLEDGED		AS				
BONDS,  EXCEPT  THAT	THE  ISSUER  IS  OBLIGATED	UNDER  THE  SERIES		2018		
							OR  CAUSE	TO	BE		
										CERTIFY,					
INDENTURE  TO  LEVY  AND  TO  EVIDENCE  AND						
								
CERTIFIED, FOR COLLECTION, SERIES 2018 SPECIAL ASSESSMENTS (AS DEFINED		
IN THE SERIES 2018 INDENTURE) TO SECURE AND PAY THE SERIES 2018 BONDS.		
THE SERIES 2018 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER,		
THE  CITY,  THE  COUNTY,  THE  STATE,  OR ANY  OTHER POLITICAL  SUBDIVISION		
THEREOF  WITHIN  THE  MEANING  OF  ANY  CONSTITUTIONAL	OR  STATUTORY		
							
PROVISION OR LIMITATION.																					
This Bond shall not be valid or become obligatory for any purpose or be entitled to any		
benefit or security under the	Series 2018  Indenture until	it shall have been authenticated by		
execution of the Trustee, or such other authenticating		agent as may be appointed by the Trustee		
								endorsed hereon.						
under the Series 2018 Indenture,	of the certificate of authentication							

This Bond is one	of	an authorized issue of Series 2018 Bonds of the Holly Hill Road East		
Community Development District,	a community development district duly  created,  organized		
and existing under Chapter 190, Florida Statutes (the Uniform Community Development District		
Act of 1980), as amended (the "Act"),	Ordinance No. 814 enacted	by the City Commission of the		
				by the City Commission on		
			841	enacted			
City on July 10, 2017, as amended	by Ordinance No.					
													
										Development District Special		
March 5, 2018, designated		as "Holly Hill Road East Community				
												of		
Assessment Bonds, Series 2018" (the "Series 2018 Bonds"), in the aggregate principal amount			
			
~------~ and 00/100 Dollars ($ [		l		of like date, tenor and effect,	except as		
to number.  The Series 2018 Bonds are being issued under authority	of the laws and Constitution		
of the State, including particularly the Act, to pay, among other things, the costs of constructing		
and/or acquiring a p01iion	of	the Series 2018 Project	(as defined in the herein referred to Series		
					as	fully registered Series 2018 Bonds	in		
														
2018 Indenture).  The Series 2018 Bonds shall be issued					
					
authorized denominations, as set fo1ih in the Series 2018 Indenture.  The Series 2018 Bonds are		
issued underby and secured				a Master	Trust Indenture dated as of	November	1, 2017 (the "Master		
									Trust Indenture dated as of [~---		
Indenture"), as supplemented by a Second Supplemental			
1, 2018] (the "Second Supplemental Trust Indenture" and together with the Master Indenture, the		
"Series 2018 Indenture"), each by and between the Issuer and the Trustee, executed counterpaiis		
of which are on file at the designated corporate trust office of the Trustee	in Orlando, Florida.			
								
Reference is hereby made to the Series 2018 Indenture for the provisions, among others,		
with respect to the  custody		and application of the proceeds of	the  Series 2018  Bonds	issued		
								
				the  operation  and	application		of the  Series  2018  Reserve		
under  the  Series  2018  Indenture,						

B-2

Account within the Reserve Fund and other Funds and Accounts	(each as		defined in the Series		
		of and the interest on		
2018	Indenture) charged with and pledged to the payment of the principal			
the Series 201? Bonds, the levy and the evidencing and ce1iifying for collection, of the Series		
2018	Special Assessments, the nature and extent of the security for the Series	2018	Bonds, the		
terms	and	conditions  on  which  the  Series  2018	Bonds  are  issued,  the  rights,		duties  and		
obligations	of the Issuer and of the Trustee under the Series 2018 Indenture,	the conditions under		
						owners		
which such Series 2018 Indenture may be amended without the consent of	the registered			
		may  be		
of the  Series  2018  Bonds,  the  conditions	under		which  such  Series  2018  Indenture			
				amount		
amended with the consent of the registered owners	of a majority in aggregate principal			
				
of the  Series  2018  Bonds outstanding,	and as to  other rights  and remedies	of the	registered		

owners of the Series 2018 Bonds.													
	It is expressly agreed by the owner	of this Bond that such owner shall never have the		
right to require or compel the exercise of the ad valorem taxing power of the Issuer, the City, the		
County, the State or any other political subdivision	thereof, or taxation in any form of	any real or		
							subdivision		
personal prope1iy of the Issuer, the City, the County, the State or any other political			
	of any other		
thereof, for the payment of the principal	of	and interest on this Bond or the making			
sinking fund and other payments provided	for in the Series 2018 Indenture,	except for  Series		
2018	Special Assessments to be assessed and levied by the Issuer as set f01ih in the Series 2018		
Indenture.														

By the acceptance Series 2018 Indenture.

of

this Bond, the owner hereof assents to  all the provisions

of

the

This Bond is payable from and secured by Series 2018	Pledged Revenues,	as such te1m	is		
defined in the Series 2018 Indenture, all in the manner provided in the Series 2018	Indenture.		
The Series 2018 Indenture provides	for the levy and the evidencing and certifying,	of non-ad		
					
							to  secure  and pay the		
valorem assessments  in the  f01m	of Series 2018  Special Assessments			
								
Series 2018 Bonds.														
The Series 2018 Bonds are subject to redemption prior to maturity in the amounts, at the		
times and in the manner provided	below.	All payments	of the redemption price of the Series		
						Upon any redemption	of Series 2018		
2018 Bonds shall be made on the dates specified below.				
Bonds other than in accordance with scheduled mandatory sinking fund redemption, the Issuer		
shall  cause  to  be  recalculated  and  delivered  to  the  Trustee  revised  mandatory  sinking  fund		
redemption amounts recalculated so	as	to an10rtize the Outstanding principal amount of Series		
2018  Bonds  in  substantially  equal	annual  installments	of	principal  and	interest	(subject	to		
								
rounding to Authorized Denominations	of	principal) over the remaining term of	the Series 2018		
			amounts	as so recalculated shall not result in an		
Bonds.  The mandatory sinking fund redemption				
increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2018		
					or	occuning less than 45 days prior to		
Bonds in any year.  In the event of a redemptionpurchase		payment	is	due,	the	foregoing		
a  date  on  which  a  mandatory  sinking  fund  redemption							
recalculation shall not be made to the mandatory sinking fund redemption amounts due in the		
year in which such redemption or purchase occurs, but shall be made to the mandatory sinking		
fund redemption amounts for the immediately succeeding and subsequent years.					

B-3

Optional Redemption										
The Series 2018 Bonds maturing after [May 1, 20_]	may, at the option of the Issuer be		
called for redemption prior to maturity	as a whole or in paii, at any time, on or after [May 1,		
		to be selected by lot), at a Redemption Price		
20 _] (less than all Series 2018 Bonds of a maturity			
					plus accrued interest from		
equal to the principal amount of	Series 2018 Bonds to be redeemed,			
the most recent Interest Payment Date through which interest has been paid to the redemption		
date from moneys on deposit in the Series 2018 Optional	Redemption Subaccount of the Series		
2018 Bond Redemption Account.	If such optional redemption shall be in part, the Issuer shall		
							redeemed from each maturity		
select such principal amount of Series 2018 Bonds to be optionally			
so that debt service on the remaining	Outstanding Series 2018 Bonds is substantially level.		
									
Extraordinary Mandatory Redemption in Whole or in Part						
The  Series  2018  Bonds  are  subject  to  extraordinary  mandatory  redemption  prior  to		
maturity by the Issuer in whole or in part, on any date ( other than in the case of clause (i) below,		
which extraordinary mandatory redemption inoccurpart must		on a Quarterly Redemption Date),		
at a Redemption Price equal to  100%	of the principal amount of	the Series 2018 Bonds to be		
redeemed, plus interest accrued to the redemption date, as follows:				

(i)	from  Series  2018  Prepayment Principal  deposited  into  the  Series  2018
Prepayment Subaccount of the Series 2018 Bond Redemption	Account following the payment in		
whole  or in paii of Series  2018  Special Assessments	on any  assessable property  within the		
			of the Second Supplemental	Trust		
District in accordance with the provisions	of Section 4.05(a)				
					
Indenture, together with any  excess moneys transfe1Ted by the Trustee from the  Series  2018		
Reserve Account to the  Series 2018  Prepayment	Subaccount	as	a result	of such Series 2018		
			of	the	Second	Supplemental	Trust		
Prepayment  and  pursuant to  Sections	4.0l(f)  and  4.05(a)							
								
Indenture.	If such redemption shall be in part, the Issuer shall select such principal amount of		
Series 2018 Bonds to be redeemed	from each maturity	so	that debt service on the remaining		
													
Outstanding Series 2018 Bonds is substantially level.									

(ii)	from moneys, if any, on deposit in the Series 2018 Funds and Accounts

( other than the Series 2018 Rebate Fund and the Series 2018 Acquisition and Construction Account and Subaccounts therein) sufficient to pay and redeem all Outstanding Series 2018 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Master Indenture.

(iii)	upon each Completion Date, from any funds remaining on deposit in the
Series 2018 Acquisition and Construction Account in accordance with the provisions	of Section		
4.0l(a)  of the  Second  Supplemental	Trust Indenture,  not othe1wise reserved to  complete  the		
Series  2018  Project  or  the  Amenity  Project,  and  transfe1Ted  to  the  Series  2018  General		
Redemption Subaccount of the Series 2018 Bond Redemption Account.  If such redemption shall		
be in paii, the Issuer shall select such principal	amount of Series 2018 Bonds to be redeemed		
		Outstanding  Series 2018  Bonds  is		
from each maturity so that debt service on the remaining			
				
substantially level.						

B-4

Mandatory Sinking Fund Redemption					
The Series 2018 Bonds maturing	on [May 1,	20_] are subject	to mandatory		

redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption  amounts  set  forth		
Redemption  Price  of  100%  of their  principal  amount  plus  accrned  interest  to		
redemption.					

sinking fund	
on May 1	in	
below  at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

$

*	Maturity.									
										
	The Series 2018 Bonds maturing	on	[May	1, 20_] are subject	to mandatory		
							
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in	the  mandatory  sinking	fund  redemption	amounts  set  forth		
Redemption  Price	of  100%  of their  principal	amount	plus	accrued  interest  to		
							
redemption.									

sinking fund	
on May 1	in	
below  at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

$

*

Maturity.

The Series 2018 Bonds maturing	on	[May	1, 20__]	are subject	to mandatory		

redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in	the  mandatory  sinking	fund  redemption	amounts	set  forth		
Redemption  Price	of 100%  of their  principal	amount	plus	accrued	interest  to		
								
redemption.										

sinking fund	
on May	1	in	
below	at	a	
the  date	of	

B-5

Mandatory Sinking Fund

Year	Redemption Amount

$

				*								
*	Maturity.											
												
	The Series	2018	Bonds maturing on	[May 1, 20_] are subject	to mandatory		
redemption from the moneys	on deposit in the Series 2018 Sinking	Fund Account		
					
		fund	redemption	amounts  set  forth		
the  years  and  in	the  mandatory  sinking					
Redemption  Price	of	100%	of their  principal	amount	plus	accrued  interest  to		
										
redemption.											

sinking fund	
on May	1	in	
below	at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

$

*	Maturity.												
													
	Except as otherwise provided in the Series 2018	Indenture, if less than all of the Series		
2018 Bonds subject to redemption	shall be called for redemption,	the paiiicular such Series 2018		
		shall be	selected by lot by the		
	2018	Bonds to be redeemed				
Bonds or po1iions of such Series						
							
Registrar as provided in the Series	2018	Indenture.							
	Notice of each redemption of the Series 2018	Bonds	is required to  be mailed by the		
Registrar, postage prepaid, not less than thi1iy (30) nor more than sixty (60) days prior to the		
redemption date to  each Registered	Owner	of the  Series 2018	Bonds	to  be redeemed  at the		
							
address of such Registered	Owner recorded on the bond register maintained by the Registrar.		
					redemption of Series 2018	Bonds	issued under the		
The Issuer may provide that the any optional					

B-6

Series 2018  Indenture may be subject to  certain conditions;	provided that the notice of	such		
conditional optional redemption must expressly state that such optional redemption is conditional		
and describe the conditions for such redemption.	On the date designated for redemption, notice		
having been given and money for the payment	of	the Redemption Price being held by the Paying		
														
Agent,  all as provided in the	Series 2018  Indenture, the  Series 2018  Bonds or such portions		
thereof so	called for redemption shall become and be due and payable at the Redemption	Price		
				
provided for the redemption of such Series 2018 Bonds or such portions	thereof on such date,		
		shall cease		
interest on such Series 2018 Bonds or such portions thereof	so called for redemption			
		shall cease		
to accrue, such Series 2018 Bonds or such portions thereof	so	called for redemption			
to be entitled	to any benefit or security under the Series 2018 Indenture	and the Owners thereof		
					called for		
shall have no rights in respect of such Series 2018 Bonds or such portions thereof so			
redemption except to receive payments	of the Redemption Price thereof so held by the Paying		
		shall	be  given  by  the  Registrar  to  certain  registered		
Agent.   Further  notice  of redemption					
	services	as set forth in the Series 2018 Indenture,	but no		
securities depositories and information					
				shall		
										notice						
																						
defect in said further notice nor any failure to give all or any portionfurtherofsuch						
in any manner defeat the effectiveness	of a call for redemption if notice thereof is given as above		
																	
prescribed.																					
The Owner of this Bond shall have no right to enforce the provisions of the Series 2018		
Indenture or to institute action to enforce the covenants therein, or to take any actionrespectwith				
to any Event of Default under the Series 2018 Indenture,	or to institute, appear in or defend any		
											
suitproceedingorother		with respect thereto, except as provided in the Series 2018 Indenture.		
In certain events, on the conditions, in the manner and with the effect set forth in the		
Series 2018  Indenture, the principal	of	all the  Series 2018 Bonds then Outstanding	under the		
							
Series  2018  Indenture may become  and may be declared  due  and payable before the  stated		
maturity thereof, with the interest accrued thereon.											
Modifications or alterations of	the Series 2018 Indenture or of any Series 2018 Indenture		
supplemental thereto may be made only to the extent and in the circumstances permitted by the		
Series 2018 Indenture.																				
Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge		
of any Bond which remain unclaimed	for two  (2)  years  after the  date when  such Bond has		
															
become due and payable, either at its stated maturity date or by call for earlier redemption shall		
be paid to  the Issuer, thereupon and thereafter no  claimant shall have any  rights  against the		
Trustee or Paying Agent to or in respect of such moneys.											
If	the	Issuer  deposits	or  causes  to  be	deposited	with  the  Trustee  funds		or  Federal		
														
Securities	( as	defined in the	Master Indenture)	sufficient to pay the principal or Redemption		
Price of any the Series 2018 Bonds becoming	due at maturity or by call for redemption in the		
manner set forth in the Series 2018 Indenture, together with the interest accrued to the due date		
or date of redemption	as applicable, the lien	of	such Series 2018 Bonds	as to the Trust Estate		
with respect to the Series 2018 Bonds shall be discharged,	except for the rights of	the Owners		
thereof with respect to	the funds so deposited as	provided in the Series 2018 Indenture.				

B-7

This Bond shall have all the qualities and incidents, including negotiability,	of investment		
securities within the meaning and for all the purposes	of the Uniform Commercial Code of the		
											
State.																		
The  Issuer  shall  keep  books  for	the  registration	of the  Series  2018  Bonds  at  the		
										
designated corporate trust office of the Registrar	in Orlando, Florida.  Subject to the restrictions		
													
contained in the Series 2018 Indenture, the Series 2018 Bonds may be transferred or exchanged		
by the registered owner thereof in person ordulyby his attorney		authorized in writing only upon		
the books of the Issuer kept by the Registrar	and only upon sunender thereof together with a		
written instrument of transfer satisfactory	to the Registrar duly executed by the registered owner		
										of transferring or exchanging		
or his duly authorized attorney.  In all cases in which the privilege			
							
Series 2018 Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and		
deliver a new Bond or Series 2018 Bonds in authorized	fo1m	and in like aggregate principal		
								or		
amount in accordance with the provisions	of the Series 2018 Indenture.  Every Bond presented			
				
				duly  endorsed	or  accompanied  by  a  written		
sunendered  for  transfer  or  exchange	shall  be				
instrument of transfer in fmm satisfactory	to the Trustee, Paying Agent or the Registrar, duly		
executed by the Bondholder or his attorney duly authorized in writing.  Transfers and exchanges		
shall  be  made without  charge to  the  Bondholder,	except that the  Issuer or  the  Trustee  may		
require payment of a sum sufficient	to cover any tax or other governmental charge that may be		
							of Series 2018 Bonds.					
imposed in connection with any transfer or exchange						
												
The  Issuer, the  Trustee,  the Paying Agent and the Registrar shall deem and treat the		
person in whose name any Bond shall be registered upon the books kept by the Registrar as the		
absolute owner thereof (whether or not such Bond shall be overdue)	for the purpose of receiving		
						
payment of or on account of the principal of, premium, if	any, and interest on such Bond as the		
same becomes due, and for all other purposes.  All such payments so made to any such registered		
owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon		
such Bond to the extent of the  sum or sums so paid,  and neither the Issuer, the Trustee,	the		
				
Paying Agent, nor the Registrar shall be affected by any notice to the contrary.					
It is hereby certified and recited that all acts, conditions	and things required to exist, to		
								
happen, and to be performed, precedent	to and in the issuance of this Bond exist, have happened		
			due	form  and  time  as  required  by  the  laws  and		
and  have  been  performed  in  regular	and				
Constitution of the State of Florida applicable	thereto, including particularly the Act, and that the		
									which this Bond is one, is in		
issuance of this Bond, and of the issue of the Series 2018 Bonds of			
full compliance with all constitutional and statutory limitations or provisions.					

[REMAINDER OF PAGE

INTENTIONALLY LEFT FOLLOWS]

BLANK

-  SIGNATURE PAGE

B-8

IN WITNESS WHEREOF, Holly Hill Road East Community	Development District has		
		of its Board of		
caused this Bond to be signed by the facsimile	signature of the Chairperson			
		hereon,  and  attested by the facsimile		
Supervisors  and  a facsimile	of its seal to  be imprinted			
						
signature of the Secretary of	its Board of Supervisors, all as of the date hereof.			
	HOLLY HILL ROAD EAST COMMUNITY		
	DEVELOPMENT DISTRICT			

By:

____________	_		
			
Chairperson, Board of Supervisors			

(SEAL)

Attest:

By:

____________

_

Secretary,

Board

of

Supervisors

B-9

CERTIFICATE OF AUTHENTICATION

This Bond is one Series 2018 Indenture.

of

the Series 2018 Bonds delivered pursuant to the within mentioned

Date

of

Authentication:

--------

U.S. BANK NATIONAL ASSOCIATION,

as

Trustee

By:

______________

_

Authorized Signatory

B-10

STATEMENT OF VALIDATION

This

the  Circuit

rendered on

Bond is one	of a series of Series	2018 Bonds which		
			of Florida,  in		
Court	of the	Tenth  Judicial  Circuit			
the 2	nd	day of October, 2017.				

were validated by judgment	of		
			
and for  Polk County,  Florida,		

HOLLY HILL ROAD EAST COMMUNITY

DEVELOPMENT DISTRICT

By:	---------------		
			
	Ch airp er son, Board of Supervisors		

(SEAL)		
Attest:		
By:	---------------		
			
	Secretary, Board of Supervisors		

B-11

ABBREVIATIONS

The following

shall  be  construed  as

regulations:

abbreviations, though they

when used in the inscription on the face were written out in full according to

of the within Bond, applicable laws or

TEN COM TEN ENT JTTEN

as tenants in common

as tenants by the entireties as joint tenants with rights not as tenants in common

of

survivorship and

UNIFORM TRANSFER MIN ACT	-	

-------

Custodian

------

(Cust)	(Minor)
Under Uniform Transfer to Minors Act------------
(St ate)

Additional abbreviations may alsothoughbeused	not in the above list.

B-12

FOR

ASSIGNMENT AND TRANSFER VALUE RECEIVED the undersigned sells, assigns and transfers unto

(please print or typewrite name and address

of

assignee)

the  within  Bond  and  all  rights  thereunder,  and  hereby  inevocably  constitutes  and  appoints

Attorney to transfer the within Bond on the books kept for registration	thereof, with full power of		
							
substitution in the premises.												
Signature Guarantee:												
NOTICE:	Signature(s)  must  be	guaranteed	NOTICE:	The  signature  to  this  assignment		
by  a  member  firm  of the  New	York	Stock	must   conespond   with   the		name	of	the		
Exchange	or  a	commercial  bank  or  trust	registered	owner as it appears upon the face of		
												
company					the  within Bond  in  every  particular,  without		
					alteration	or	enlargement	or	any	change		
					whatsoever.								
Please   insert	social   security	or	other										
identifying number of Assignee.												

B-13

				EXHIBIT C									
		FORMS OF REQUISITIONS								
HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT			
	SPECIAL ASSESSMENT BONDS, SERIES 2018						
		(Acquisition and Construction)								
The	undersigned,  a	Responsible	Officer  of	the  Holly  Hill	Road	East	Community		

Development District (the "District") hereby submits the following requisition for disbursement		
under and pursuant to the terms of the Master	Trust Indenture from the District	to U.S.	Bank		
			1,  2017  as		
				of November			
National  Association,  as  successor	trustee  (the  "Trustee"),  dated  as				
				Indenture	dated as of ___ 1,	2018		
	Trust	Second Supplemental					
supplemented by that ce1iain													
(collectively,  the  "Series  2018  Indenture")  (all  capitalized  terms  used  herein  shall  have  the		
ascribed meaning	to such term in the Series 2018 Indenture):								

(A) (B) (C) (D) (E)

(F)

Requisition Number:										
Identify Acquisition Agreement,	if	applicable;						
										
Name of Payee pursuant to Acquisition	Agreement:						
							
Amount Payable:										
Purpose for which paid or incuned	(refer also to specific contract	if amount is due		

and payable pursuant to a contract involving progress payments):				
Fund or Account and subaccount,	if any, from which disbursement	to be made:		

Series  2018  Acquisition  and  Construction  Account	of	the  Acquisition  and		
						
Construction Fund.										
Identify appropriate Subaccount:										
_	Series 2018 Amenity Project Subaccount;						
	or										

_	Series 2018 Project Subaccount.

The undersigned hereby ce1iifies that:

1.

obligations District,

in

the  stated  amount  set  forth  above  have  been

incuned

by  the

2.	each disbursement set fmih above is a proper charge against the noted Subaccount

within the Series 2018 Acquisition and Construction Account; and

C-1

3.

each disbursement set forth above was incurred in connection with the [Series 2018 Project] [Amenity Project].

Cost

of

the

The undersigned hereby fmiher certifies that there has not been filed with or served upon	
the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to	
receive payment of, any of the moneys payable to the Payee set forth above, which has not been	
released or will not be released simultaneously with the payment hereof.	
The  undersigned  hereby  fmiher  certifies  that  such  requisition  contains  no  item	
representing payment on account of	any retained percentage which the District is at the date of	
such ce1iificate entitled to retain.		
Attached hereto are originals	of the invoice(s) from the vendor of the prope1iy acquired	
or the services renderedrespectwith	to which disbursement is hereby requested.	
	HOLLY HILL ROAD EAST COMMUNITY	
	DEVELOPMENT DISTRICT	

By:

____________

_

Responsible Officer

Date:

--------------

CONSULTING ENGINEER'S APPROVAL FOR

NON-COST OF ISSUANCE OR [NON-OPERATING COSTS REQUESTS ONLY]

The undersigned Consulting Engineer hereby ce1iifies that this disbursement is for the

Cost of the Series 2018 Projectwith:and is consistent	(i) the Acquisition Agreement; and (ii) the
repo1i of the Consulting Engineer, as such repmi shall have been amended or modified.

Consulting Engineer

Date: ________________

C-2

FORMS OF REQUISITIONS

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2018

(Costs

of

Issuance)

The	undersigned,  a  Responsible	Officer  of the  Holly  Hill  Road  East  Community		
					
Development District (the "District") hereby submits the following requisition for disbursement		
under and pursuant to the terms of the Master Trust Indenture	from the District to U.S.  Bank		
National Association,  as  successor	trustee  (the  "Trustee"),  dated  as  of November  1,  2017,  as		
					
supplemented by that certain Second Supplemental Trust Indenture dated as of ____ 1, 2018		
(collectively,  the  "Series  2018  Indenture")  (all  capitalized  terms  used  herein  shall  have  the		
ascribed meaning	to such term in the Series 2018 Indenture):			

(A) (B) (C) (D)

Requisition Number:

Amount Payable:

Purpose for which paid or incun-ed:

Fund or Account and subaccount,

Costs if any,

of Issuance

from which disbursement to

be

made:

Series 2018

Costs

of

Issuance

Account

of

the

Acquisition and Construction

Fund

The

1.

undersigned hereby certifies that:			
this requisition is for  Costs of Issuance	payable from the Series 2018  Costs		
			
Issuance Account that have not previously been paid;		

of

2.	each disbursement set forth above is a proper charge against the Series 2018 Costs

	of Issuance Account;							
3.	each disbursement set f01ih above was incmTed in connection with the issuance	of		
	the Series 2018 Bonds; and							
4.	each disbursement represents	a cost	of issuance which has not previously	been		

	paid.							
The undersigned hereby further certifies that there has not been filed with or served upon		
the District notice of any lien, right to lien, or attachment	upon, or claim affecting the right to		
					
receive payment of, any of the moneys payable to the Payee set f01ih above, which has not been		
released or will not be released simultaneously with the payment hereof.				
The  undersigned  hereby  further  ce1tifies  that  such  requisition  contains  no  item		
representing payment on account of any retained percentage which the District is at the date	of		
such certificate entitled to retain.							

C-3

Attached hereto are originals with respect to which disbursement is

of the invoice(s) from hereby requested.

the

vendor

of

the services rendered

HOLLY

HILL

ROAD

EAST

COMMUNITY

DEVELOPMENT DISTRICT

By:

Responsible Officer

Date:

C-4

		EXHIBITD			
		FORM OF INVESTOR LETTER		
		[Date]			
Hill   Holly	Road East Community Development District			
c/o Fishkind and Associates, Inc.			
12051 Corporate Blvd.				
Orlando, FL  32817				
FMSbonds, Inc.				
20660 W. Dixie Highway			
North Miami Beach, FL	33180			
Re:	$[	]  Holly  Hill  Road  East  Community  Development  District	Special	
	Assessment Bonds, Series 2018			
Ladies and Gentlemen:				
The undersigned is authorized to sign this letter [on behalf of Name of Non-Individual	
Investor], as the beneficial owner (the "Investor") of$[	] of the above-referenced Bonds	
[state maturing on, bearing interest at the rate of[_]%	per annum and CUSIP #] (herein, the	
"Investor Bonds").				
In  connection  with  the  purchase  of the  Investor Bonds  by  the  Investor,  the  Investor	
hereby makes the following representations upon which you may rely:		
1.	The Investor has  authority to purchase the Investor Bonds and to  execute this	
letter,  any  other  instruments  and  documents  required  to  be  executed  by  the  Investor  in	
connection with the purchase of the Investor Bonds.			
2.	The  Investor  is  an  "accredited  investor"  as  described  in  Rule  501	under	
Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and therefore, has	
sufficient knowledge and experience in financial and business matters, including purchase and	
ownership of municipal and other tax-exempt obligations including those which are not rated or	
credit-enhanced, to be able to evaluate the risks and merits of the investment represented by the	
Bonds.  Please check the appropriate box below to indicate the type of accredited investor:	

□ development

a bank, insurance company, registered investment company, business company, or small business investment company;

□	an employee benefit plan, within the meaning of the Employee Retirement	
Income  Security Act,  if a bank,  insurance  company,  or registered  investment adviser	
makes the investment decisions, or if the plan has total assets in excess of $5 million;	

$5

□ million;

a charitable organization, corporation, or paiinership with assets exceeding

D-1

□	a business in which all the equity owners are "accredited investors;"

D a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person except that mortgage indebtedness on the primary residence shall not be included as a liability;

D a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the cunent year; or

D a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Investor Bonds whose purchase is directed by a sophisticated person.

3.	The  Investor  has  been  supplied  with  an  (electronic)  copy  of the  Preliminary

Limited Offering Memorandum dated [ _, 2018] of the Issuer and relating to the Bonds (the "Offering Document") and has reviewed the Offering Document and represents that such Offering Document has provided full and meaningful disclosure in order to make an informed decision to invest in the Investor Bonds.

Capitalized te1ms used herein and not otherwise defined have the meanings given to such te1ms in the Indenture.

Very truly yours, [Name], [Type of Entity]

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

Date:

Or

[Name], an Individual

D-2

Ol~Wf-1

GrnyRobinson, P.A .

August 4, 2018

P{Ul LIM INARY LIM ITED OH ErtlNG MEMORANDUM DATED _  _  _  __, 2018

NEW lSSUltS • BOOK-ENTRY-ONLY	NOT ltAl"F.I)
LIMITED OFnm,rw

/11 //1 e opl11io11 ofGl'ccnberg 7,w,rig; P.A., 8011d Counsel, 1111der e,Yis1/11g sra/11 /es. rag11fnlio11s, mllngs cmd courl dec/s/u11s, assuming co1111u11t11g co111p//011ce with cer1oi11 cov1ma11/s cmd /he accuracy of ce1·/a/r1 repre,ie111a/ious, (a) /11/eresl 011 //te Ser/es 20/ 8 /Jone/$ (as defined lteretin) Is esclridable /r<J111 gross 1m:01ile fur fede /'al l17co111e /ax purpose, (b) inlerest 011h! e Serles 2018 Bonds 111il/ 1101 be! t111 //e111 of la.\' praferencefor p111poses of //1efedeml altema//ve 111/11l11111111 /ax Imposed on i11d/v/duals and corporations, (c) /11/eresl 011 llte Series 20/8 Bonds 111//11 ho,vcvcr, be take11 i,1to acco1111/ In de1ei-mi11/11g ac/f11s1ed c111-rc11/ ear11/11gsfor /lie p111pose ofco111p11//11g the altcmalivc 111/11/11111111 tad.t Impose 011 cerlal11 corporal/011.~. and (d) 1/ie Series 20/8 Bonds m,d lite income 1/tereon 11•i// 1101 be .mbjccl lo laxa/1011 1111der r!,e /a11w of /he Stale of P'/orida, except c.it(lle laxes and taxes 1111de,· Chapter 220, },'for/do Sla//1/es, ns a111r.11ded1 on /11 /eresl, Income or proff/s 011 debt obllgatlo11s 01,111ed by corporallons as defined thre ein. f:or a mare complete dlsc11ss/011 ofthe 10:.: aspects ofrhe Series 20/8 l1011ds, see 'TAX MA17'ERS. 11

HOLLY HILL ROAD EAST COMMUN ITY DEVELOPMENT DlSTRlCT
(CITY OV DAVENPORT, FLORIDA)

$2,680,000*
SPE CCAL ASSESSMENT .BONDS, SE R1 ES 20l8

l>~ted: Date ofDc.liyery	Due: A s described h~rcin

The Holly HiJI Road East Co1m11unity Devclopmcnl Distri ct Special Assessment Bo11ds. Series 2018 (lhc "Series 2018 Bonds") ore being issued by !he Holly Hill Road f:ast Community Development District (the 11Dislrict" or the "Issuer") io fully registered fonn, without coupons, in authori zed denominations of $5,000 11nd any i111cgral multiple thereof, The Series 2018 Bonds will bear interes t at the fixed rates sci forth In the inside cover pnge hereof, cal culated 0 11 the basis of a 360-dny year comprisecl or twelve 30-d&y months, payable semi-nnmaally 011 ench May I and November I, eommcncing _____ l, 20_ . The Series 20 18 Oonds, when issued, will be registered in lhc name of Cede & Co., llS 110111 inea for The Depository Trust Compru1y (1'DTC''), New York, New York. Purchases of beneficial i111eres1s in the Series 20 18 Bonds will be mnde in book-untry-only fonn and purchasers of beneficial interests in the Series 20 I 8 Bonds will 1101 receive phys ical bond ceriifi ca1es. For so long as the book-entry onl y system is maintained, the principal of and interest on the Series 20 18 Bonds will be paid from the sources provided by the lnclcntwe (as defined herein) by U.S. Bank Natioual Association, as trustee (the "Trustee"), to Cede & Co., as nomi nee of DTC, as the registered owner 1hercof. Disburscmcnl of such payrrtenls to U1e DTC PorticipanlS is lhe responsibilily of DTC ru1d disbursement of such payments lo the beneficial owners is. U1e responsibility of the DTC Purticipant~ encl Indirect Participa11ts, as more ful ly described herei n. Any purchaser, as a beneficial owner of a Series 2018 Bond, must 111ai11tnin an account wilh a broker or dealer who is, or acts through, a OTC Partici pant in order 10 receive payment of U1e 11rincipnl of, premium, if ony. find inlcrcst 0 11 such Series 2018 Bond. Sec "DESCRI PTION OF TflE SERIES 2018 BONDS - Book-Ent ry Only System" herein .

The Series 20 18 Bonds ore being issued for the purposes of: (i) providing fimcls lo pay all or a portion of the costs of the planning, financing, ucquisltioo, construction, equipping and instolloti on of the Series 20 18 Project (as define(! heroin). (iQ funding a deposit lo the Series 2018 Reserve Aocou111 in an umounl equal lo the Series 2018 Reserve RequiremenL (as clelincd herein}, (iii) paying a portion of lhe interest coming clue on the Series 20 18 Bond~. and (iv) paying the costs of issuance of ihc Series 20J 8 Bonds. Sec "ESTIMATED SOURCES AND USES" herein,

The l.:> istricl is a local unil of special-purpose government of the Stale of f11orida (the "State"), created in 11ccordn11ce with th e Uni limn Co111 111unily Development Distri ct Act of 1980, Cl11111ter 190, Florida Stat111es, as 11mendcd (the '' Acl''), and by Ordinance No. 814 cm1cted by the City Comn1issio11 of 1hc City of D11vcnpol'l, Florida (the "City") on July 10, 2017, as amended by Ordinance No. 8•t I enacted by the City on March 5, 2018 (collecti vely the "Ordinance"). The Series 20 I& Bonds urc being issued pursuant lo lhc Act, Resolution No. 20 17-25 and Resolution No, 20 18-_ adopted by the Board of Supervisors (lhc "Board") oflhc District on July 19, 2017, and Aus usl 15, 2018, respectively (colluc1ivcly, the "Resolution"), und o Master Trust lndcnlure doled as of November l, 20 I 7 (lh,: "Muster Indenture"), as supplemented by a Second Supplcmcn!al Trusl Indenture, dated us or ______ 1, 2018 (the "Second S11pplc111cnllll lnclcnture'' 1111d, together with lhc MllSter Jndeot11 re, the "Indenture"), each by and between the District and the Trustee. Cupiwlizcd terms not otherwise de.fined herein shall have the rneanings assigned to them in lhc Indenture. See "APPENDIX 13: COPY OF MASTER INDENTURE AND PROPOSED FORM OJ: SECOND SUPP LEMENTAL INDENTU RE" hereto.

The Series 2018 Bonds arc payable from and secured solely by the Series 2018 Pledged Revenues. The Series 20 18 Pledged Revenues for the Series 2018 Bonds consist of (n) nll revenues received by the District from the Series 2018 Spccrnl Assessments (as defined herein) levied and collected on the assessable lands withiu the Scrk:s 20 18 Assess111cn1 Area, incl uding without limitation, ilmounts received from 11ny foreclosure proceeding for the cnforccmeul or collec1io1i of s11cll Series 20 18 Spccinl Assessments or from the issuimce n11d sale of tax certificates with respect to such Ser ies 201 8 Special Assessmenls, and (b) all moneys on deposit in lhe Funds and Accounts established under the J11denh1re, created nnd established with respecl to or for the bcncfil oflhc Series 20 18 Bonds; prov ided, however, thnl the Series 2018 Pledged Rcvcm1cs shall not incl ude (A) any moneys 1mnsferrccl 10 the Serles 20 18 Rebate Fund and investment emnings !hereon, (B) moneys on doposil in the Series 2018 Costs of Issuance Account of the Acq uis ition ancl Construction Fund and (C) "special assessments'' levlcd and eollcc1erl lly lhc District under Section 190.022, Florida Statutes, for 111~i11tc11ancc purposes or "nmin!cnnncc ~ssess mcn ts" lcviud and collected by th e l)islricl under Secti on 190.021(3), Florido Statutes (ii being expressly understood thot the lien and pledge of tltu lndc,llurc shall not a1,ply lo any of lhc moneys described in the foregoing clauses of(A}, (13) 1111d (C) of this proviso). Sec "SECURITY FOR AN D SOURCE OF PAYM ENT OF THE SERIES 20 18 BONDS" herein.

	The Series 2018	Bonds are subject	
times,  in	the  amounts, and	at the  redemption	
BONDS -	Redemption Provisions."	

to optional redemption, mandatory prices more fully described herein

sinking fund and extraordinary mandatory redemption under the caption "DESCRIPTION OF THE SERIES

at the 2018

THE SERIES 2018 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE SERIES 2018		
PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE, AND NEITHER THE PROPERTY, THE FULL FAITH AND		
CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY, POLK COUNTY, FLORIDA (THE "COUNTY"),	THE STATE OF		
FLORIDA (THE "STATE"),OTHERORANY	POLITICAL SUBDIVISION THEREOF,	IS PLEDGED AS SECURITY FOR THE PAYMENT		
OF  THE  SERIES  2018  BONDS,  EXCEPT  THAT  THE  DISTRICT  IS  OBLIGATED	UNDER  THE  INDENTURE  TO  LEVY  AND  TO		
EVIDENCE ANO CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION SERIES 2018 SPECIAL ASSESSMENTS	TO SECURE		
ANO PAY THE SERIES 2018 BONDS.  THE SERIES 2018 BONDS DO NOT CONSTITUTE	AN INDEBTEDNESS OF THE DISTRICT,		
THE CITY, THE COUNTY, THE STATE, OR	ANY OTHER POLITICAL	SUBDIVISION THEREOF WITHIN THE MEANING OF ANY		
									
CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.								
The Series 2018 Bonds involve a degree of risk (see "BONDOWNERS'	RISKS" herein) and are not suitable for all investors (see		
"SUITABILITY  FOR  INVESTMENT"  herein).	Pursuant to  Florida  law,  the  Underwriter  (as  defined  herein)  is  limiting  this  offering  to		
"accredited  investors"  within the  meaning of Chapter  517,  Florida  Statutes,  and  the  rules  of the  Florida Department of Financial  Services		
promulgated thereunder.  The limitation	of the initial offering to accredited investors does not denote restrictions on transfer in any secondary		
market for the Series 20 I 8 Bonds.  The Series 2018 Bonds are not credit enhanced or rated and no application has been made for a rating with		
respect to the Series 2018 Bonds.										

This cover page contains certain information read this entire Limited Offering Memorandum to obtain

for quick reference only. It is not a summary of the Series 2018 Bonds. Investors must information essential to the making of an informed investment decision.

MATURITY SCHEDULE

$ $ $ $

____

- - - -

__ __ __ __

% % % %

Term Bond due Term Bond due Term Bond due Term Bond due

May

May

May
May

I, I, I, I,

20_, Yield __%,
20_, Yield __%,
20_, Yield __%,
20_, Yield __%,

Price __
Price __
Price __

Price

CUSIP CUSIP CUSIP CUSIP

#	_____**
#	_____**
#	_____**
# _____**

The Series 2018 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter,	subject to the	
receipt of the opinion of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel, as to the validity of the Series 2018 Bonds and the excludability	
of interest thereon from gross income for federal  income tax purposes.  Certain legal matters will  be passed upon for the Underwriter by its	
counsel,  GrayRobinson,  P.A., Tampa,  Florida, for  the District by its counsel, Hopping Green	& Sams P.A., Tallahassee, Florida, and for  the	
Developer (as defined herein) by its counsel, Straughn & Turner, P.A., Winter Haven, Florida.	It is expected that the Series 2018	Bonds will be	
delivered in book-entry form through the facilities of OTC on or about _____, 2018.			
FMSbonds, Inc.			

Dated:

----~2018

* **

Preliminary, subject to change.	made		
The District is not responsible for the use ofCUSIP numbers, nor is any representation			
			
for the convenience of the readers of this Limited Offering Memorandum.			

as

to their correctness.  They are included solely

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT

BOARD OF SUPERVISORS

Wanen

K. "Rennie" Heath, Chair*

Scott Shapiro, Vice Chair*

John Mazuchowski, Assistant Secretary*

Andrew Rhinehart, Assistant Secretary*

Lauren Schwenk, Assistant Secretary*

*Affiliated

with the

Developer or

its

affiliates.

DISTRICT MANAGER/METHODOLOGY CONSULTANT/FINANCIAL ADVISOR

Fishkind & Associates, Inc.

Orlando, Florida

DISTRICT ENGINEER

Dennis Wood Engineering LLC

Lakeland, Florida

DISTRICT COUNSEL

Hopping Green & Sams P.A.

Tallahassee, Florida

BOND COUNSEL

Greenberg Traurig, P.A.

Florida Miami,

NO  DEALER,  BROKER,  SALESPERSON  OR  OTHER  PERSON  HAS  BEEN		
AUTHORIZED BY THE DISTRICT TO GIVE ANY INFORMATION OR TO MAKE ANY		
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING		
MEMORANDUM,  AND  IF  GIVEN	OR  MADE,  SUCH  OTHER  INFORMATION  OR		
										
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED		
BY   THE   DISTRICT.   THIS   LIMITED   OFFERING   MEMORANDUM   DOES   NOT		
CONSTITUTE AN OFFER TO  SELL OR THE SOLICITATION OF AN OFFER TO BUY		
ANY   OF   THE   SERIES   2018   BONDS   AND   THERE   SHALL   BE   NO   OFFER,		
SOLICITATION,  OR SALE OF  THE  SERIES  2018  BONDS  BY ANY PERSON  IN  ANY		
JURISDICTION  IN  WHICH  IT IS	UNLAWFUL	FOR SUCH PERSON  TO  MAKE  SUCH		
								
OFFER, SOLICITATION OR SALE.											
THE  INFORMATION  SET FORTH HEREIN HAS  BEEN  OBTAINED FROM THE		
DEVELOPER (AS  HEREINAFTER DEFINED),  THE DISTRICT,  PUBLIC  DOCUMENTS,		
RECORDS  AND  OTHER  SOURCES,	WHICH  SOURCES		ARE	BELIEVED  TO  BE		
RELIABLE BUT WHICH  INFORMATION	IS  NOT GUARANTEED AS  TO ACCURACY		
				AS A REPRESENTATION		
OR COMPLETENESS BY, AND IS	NOT TO BE CONSTRUED			
OF,  THE  UNDERWRITER  NAMED  ON  THE  COVER  PAGE  OF  THIS  LIMITED		
OFFERING    MEMORANDUM.	THE		UNDERWRITER		HAS	REVIEWED	THE		
INFORMATION  IN  THIS  LIMITED  OFFERING  MEMORANDUM  IN  ACCORDANCE		
WITH,  AND  AS  PART  OF,  ITS  RESPONSIBILITIES  TO  INVESTORS  UNDER  THE		
FEDERAL SECURITIES LAWS AS  APPLIED TO THE FACTS  AND  CIRCUMSTANCES		
OF  THIS  TRANSACTION,  BUT THE  UNDERWRITER DOES  NOT  GUARANTEE  THE		
ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE INFORMATION AND		
EXPRESSIONS  OF  OPINION  HEREIN  CONTAINED  ARE  SUBJECT  TO  CHANGE		
WITHOUT  NOTICE  AND  NEITHER  THE  DELIVERY  OF  THIS  LIMITED  OFFERING		
MEMORANDUM,  NOR  ANY  SALE  MADE	HEREUNDER,  SHALL,  UNDER	ANY		
CIRCUMSTANCES,  CREATE  ANY  IMPLICATION  THAT  THERE  HAS  BEEN  NO		
CHANGE  IN  THE  AFFAIRS  OF  THE  DISTRICT  OR  THE  DEVELOPER  OR  IN  THE		
STATUS OF THE DEVELOPMENT OR THE SERIES 2018 PROJECT (AS SUCH TERMS		
ARE HEREINAFTER DEFINED) SINCEHEREOFTHEDATE.						
THE  SERIES   2018   BONDS  HAVE  NOT  BEEN	REGISTERED  WITH  THE		
SECURITIES AND EXCHANGE COMMISSION	UNDER THE SECURITIES ACT OF	1933,		
AS  AMENDED, NOR HAS  THE INDENTURE BEEN QUALIFIED UNDER THE TRUST		
INDENTURE   ACT   OF   1939,   AS   AMENDED,   IN   RELIANCE   UPON   CERTAIN		
EXEMPTIONS  SET FORTH IN  SUCH ACTS.   THE REGISTRATION,  QUALIFICATION		
OR  EXEMPTION  OF  THE  SERIES  2018  BONDS  IN  ACCORDANCE  WITH  THE		
APPLICABLE  SECURITIES  LAW  PROVISIONS  OF  ANY  JURISDICTIONS  WHEREIN		
THESE  SECURITIES  HAVE  BEEN  OR  WILL  BE  REGISTERED,  QUALIFIED  OR		
EXEMPTED  SHOULD  NOT  BE  REGARDED  AS  A  RECOMMENDATION  THEREOF.		
NEITHER THE DISTRICT, THE CITY, THE COUNTY, THE STATE, NOR ANY OTHER		
POLITICAL SUBDIVISIONS THEREOF HAVE GUARANTEED OR PASSED UPON THE		
MERITS OF THE SERIES 2018 BONDS, UPON THE PROBABILITY OF ANY EARNINGS		
THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING		
MEMORANDUM.											

"FORWARD-LOOKING  STATEMENTS"  ARE  USED  IN  THIS  DOCUMENT  BY		
USING   FORWARD   LOOKING   WORDS   SUCH   AS   "MAY,"   "WILL,"   "SHOULD,"		
"INTENDS,"  "EXPECTS,"  "BELIEVES,"  "ANTICIPATES,"  "ESTIMATES,"  OR  OTHERS.		
THE  READER  IS   CAUTIONED  THAT  FORWARD-LOOKING  STATEMENTS	ARE		
			
SUBJECT  TO  A  VARIETY  OF  UNCERTAINTIES  THAT  COULD  CAUSE  ACTUAL		
RESULTS  TO  DIFFER  FROM  THE  PROJECTED  RESULTS.  THOSE  RISKS  AND		
UNCERTAINTIES  INCLUDE  GENERAL  ECONOMIC  AND  BUSINESS  CONDITIONS,		
CONDITIONS  IN  THE  FINANCIAL  MARKETS  AND  REAL  ESTATE  MARKET,  THE		
DISTRICT'S	COLLECTION  OF	ASSESSMENTS,	AND  VARIO US  OTHER  FACTORS		
										
WHICH  MAY  BE  BEYOND  THE  DISTRICT'S  AND  THE  DEVELOPER'S  CONTROL.		
BECAUSE THE DISTRICT AND THE DEVELOPER CANNOT PREDICT ALL FACTORS		
THAT  MAY  AFFECT  FUTURE  DECISIONS,  ACTIONS,  EVENTS,  OR  FINANCIAL		
CIRCUMSTANCES, WHAT ACTUALLY HAPPENS MAY BE DIFFERENT FROM WHAT		
IS INCLUDED IN FORWARD-LOOKING STATEMENTS.							
THE  ACHIEVEMENT  OF  CERTAIN  RESULTS  OR  OTHER  EXPECTATIONS		
CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND		
UNKNOWN  RISKS,  UNCERTAINTIES  AND  OTHER FACTORS  WHICH  MAY  CAUSE		
ACTUAL  RESULTS,  PERFORMANCE  OR  ACHIEVEMENTS   DESCRIBED  TO   BE		
MATERIALLY  DIFFERENT  FROM  ANY  FUTURE  RES UL TS,  PERFORMANCE  OR		
ACHIEVEMENTS   EXPRESSED   OR   IMPLIED   BY   SUCH   FORWARD-LOOKING		
STATEMENTS.  THE DISTRICT AND THE DEVELOPER DO NOT PLAN TO ISSUE ANY		
UPDATES  OR  REVISIONS  TO  THOSE  FORWARD-LOOKING  STATEMENTS  IF  OR		
WHEN  ANY  OF  THEIR  EXPECTATIONS  CHANGE  OR  EVENTS,  CONDITIONS  OR		
CIRCUMSTANCES  ON  WHICH  SUCH  STATEMENTS  ARE  BASED  OCCUR,  OTHER		
THAN AS DESCRIBED UNDER "CONTINUING DISCLOSURE" HEREIN.						
THIS	PRELIMINARY	LIMITED	OFFERING	MEMORANDUM	IS	BEING		
										
PROVIDED  TO  PROSPECTIVE  PURCHASERS  EITHER  IN  BOUND  PRINTED  FORM		
("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE FOLLOWING		
WEBSITES:	WWW.MUNIOS.COM	ANDWWW.EMMA.MSRB.ORG.		THIS		
PRELIMINARY LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY		
IF  IT  IS  IN  ITS  ORIGINAL  BOUND  FORMAT  OR  AS  PRINTED  IN  ITS  ENTIRETY		
DIRECTLY FROM SUCH WEBSITE.									
THIS  PRELIMINARY  LIMITED  OFFERING  MEMORANDUM	IS	IN  A  FORM		
						
DEEMED FINAL BY THE DISTRICT FOR PURPOSES  OF RULE  15C2-12 UNDER THE		
SECURITIES  EXCHANGE  ACT  OF  1934,  AS  AMENDED,  EXCEPT  FOR  CERTAIN		
INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(l).		

TABLE OF CONTENTS

Page

INTRODUCTION

.........................................................................................................................

1

DESCRIPTION

OF

THE

SERIES 2018

BONDS

......................................................................... 3

General Description	3

Redemption Provisions	4

Book-Entry Only System	7

SECURITY

FOR

AND

SOURCE

OF

PAYMENT

OF

THE

SERIES 2018 BONDS	10

General .............................................................................................................................					
Additional Bonds .............................................................................................................					
Covenant Against Sale or Encumbrance	..........................................................................		
				
Acquisition and Construction Account ............................................................................				
Reserve Account ..............................................................................................................					
Deposit and Application of the Pledged Revenues ..........................................................		
Investments ......................................................................................................................		of Development and Contract Rights			
Collateral Assignment and Assumption	...............			
		.......		
Master Indenture Provisions Relating	to Bankruptcy or Insolvency of Landowner			

Events of Default and Remedies ......................................................................................					

10 11 12 12 13 14 15 16 17 18

ENFORCEMENT

OF

ASSESSMENT

COLLECTIONS	20

General .............................................................................................................................

Alternative Uniform Tax Collection Procedure for Series 2018 Special

Assessments .........................................................................................................

Foreclosure .......................................................................................................................

20

20 24

BONDOWNERS'

RISKS	24

Concentration of Land Ownership ...................................................................................					
Bankruptcy and Related Risks .........................................................................................					
Series 2018 Special Assessments Are Non-Recourse .....................................................		
Regulatory and Environmental Risks ..............................................................................			Plans		
Economic Conditions and Changes in Development	.............................................		
			
Other Taxes and Assessments ..........................................................................................					
Limited Secondary Market for Series 2018 Bonds ..........................................................			
Inadequacy of Reserve Account ......................................................................................					
Legal Delays ....................................................................................................................					
IRS Examination and Audit Risk. ....................................................................................					
Loss of Exemption from Securities Registration	.............................................................		
				
Federal Tax Reform .........................................................................................................					
State Tax Refo1m .............................................................................................................					
Insufficient Resources or Other Factors Causing Failure to Complete the Series		
2018 Project or the Construction of Homes within the Series 2018		
Assessment Area ..................................................................................................					
Payment of Series 2018 Special Assessments	after Bank Foreclosure ............................		

25 25 26 26 27 27 28 28 29 29 31 31 32

32 33

-  1 -

TABLE OF CONTENTS

(continued)

Page

ESTIMATED SOURCES AND USES OF FUNDS	..	..	34

DEBT SERVICE REQUIREMENTS	.. ...	..	35

THE DISTRJCT	... ...	....	.. 36

General	..	.	36
Governance	..	..	..	36

Powers and Authority	.. ...	......	37
The District Manager and Other Consul tants ..	.. ...	39
OutstancLing lndcbtedness	..	39

CAPITAL IMPROVEMENT PLAN AND THE SERIES 2018 PROJECT	40

ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS ...	.. .. .. 43

THE DEVELOPMENT	.,	45

General Ovcrvie\v	.. .. 45

Land Acquisition	..	46
Finance and Development Plan	....	..	46

Builder Contracts ..	.. ....	..	.	47
Residential Product Offerings	..	.. . 48
Public Schools ... ..	.. ..	48
Zoning and Pennitting	...	..	..	48
Environmental	.. ..	..	..	..	..	.. ....	..	49

Uti lities	..	49
l ~axes, Fees and Asscssn1ents	..	...	..	.... 49
Amenities	..	.....	... ..	..	.. ..	.. .. ..	..	50
Competition	..	..	..	..	..	50

T.E-lE DEVELOPER	....	......	...	50

General	..	.	..	.. .. .. 50

Dcvclop tn cnt Manage1'	.....	51

TAX MA1'TERS	.. .. ..	.. ..	.. ..	51

General ..	..	..	51
Original Issue Discount and Premium Bonds	..	.. ... 53

Information Reporting a nd Backup W ithholding ...	.. ....	54
Changes in Federal and State Tax Law	.. .. ..	54

AGREEMENT BY THE STATE	.. ...	..	..	,	.. ..	55

LEGALITY FOR INV ESTMEN1~	..	..	..	55

SUITABILITY FOR INVESTMENT	.	..	,	55

ENFORCEABILITY OF REMEDIES	..	.. ..	..	.... ...	55

FINANCIAL STA.TEMENTS ..	56

LITIGATION	..	..	..	....	56

-  II -

TABLE OF CONTENTS ( continued)

Page

The District ......................................................................................................................

The Developer ..................................................................................................................

NO RATING ................................................................................................................................

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .............................

CONTINUING DISCLOSURE ...................................................................................................

UNDERWRITING ......................................................................................................................

CONTINGENT FEES .................................................................................................................

EXPERTS ....................................................................................................................................

VALIDATION .............................................................................................................................

LEGAL MATTERS .....................................................................................................................

MISCELLANEOUS ....................................................................................................................

AUTHORIZATION AND APPROVAL .....................................................................................

56 56

57 57 57 57 58 58 58 58 59 60

APPENDICES APPENDIX A APPENDIX B

APPENDIX C APPENDIX D APPENDIX E APPENDIX F

Engineer's Report
Copy of Master Indenture and Proposed Form of Second

Indenture

Proposed Form of Opinion of Bond Counsel
Proposed Form of Continuing Disclosure Agreement

Assessment Methodology

District's Financial Statements

Supplemental

-

111

-

			LIMITED OFFERING MEMORANDUM						
HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT			
			(CITY OF DAVENPORT, FLORIDA)						
					$2,680,000*										
			SPECIAL ASSESSMENT BONDS, SERIES 2018						
					INTRODUCTION										
The purpose of this  Limited Offering Memorandum,	including the cover page,  inside		
									
cover, and appendices hereto, is	to provide certain info1mation in connection with the issuance		
and  sale	by	Holly  Hill  Road  East  Community  Development	District  (the  "District"  or  the		
										
"Issuer")	of	its  $2,680,000*  aggregate principal amount of	Special Assessment Bonds,  Series		
2018 (the "Series 2018 Bonds").											
PROSPECTIVE INVESTORS SHOULD BE AWARE OF	CERTAIN RISK FACTORS,		
ANY OF WHICH, IF MATERIALIZED TO A SUFFICIENT DEGREE, COULD DELAY	OR		
PREVENT  PAYMENT  OF	PRINCIPAL  OF  AND/OR INTEREST  ON THE  SERIES  2018		
BONDS.   THE SERIES  2018  BONDS  ARE NOT A SUITABLE INVESTMENT	FOR ALL		
		IS		
INVESTORS.   PURSUANT  TO  APPLICABLE  STATE  LAW,  THE  UNDERWRITER			
			
LIMITING	THIS  INITIAL	OFFERING  OF  THE  SERIES	2018  BONDS	TO  ONLY		
ACCREDITED  INVESTORS  WITHIN  THE  MEANING		OF	CHAPTER  517,		FLORIDA		
										
STATUTES,  AND  THE  RULES  OF  THE  FLORIDA  DEPARTMENT  OF  FINANCIAL		
SERVICES  PROMULGATED  THEREUNDER.THE  LIMITATION  OF  THE  INITIAL		
OFFERING TO  ACCREDITED  INVESTORS  DOES  NOT  DENOTE  RESTRICTIONS  ON		
TRANSFER  IN  ANY  SECONDARY  MARKET  FOR  THE  SERIES  2018  BONDS.   See		
"SUITABILITY FOR INVESTMENT" and "BONDOWNERS' RISKS" herein.					
The District is a local unit of special-purpose government of the	State of	Florida (the		
"State"), created in accordance with the Unifo1m Community Development	District Act of 1980,		
						
Chapter 190, Florida Statutes, as	amended (the "Act"), and by Ordinance No. 814 duly enacted		
by the  City Commission of	the	City of Davenport,  Florida (the	"City")	on July  10, 2017  as		
amended	by	Ordinance  No.	841  enacted  by  the  City  on  March  5,  2018  (collectively,	the		
						
"Ordinance").	The District was established for the purpose of	financing the acquisition and		
constrnction	of	and managing the maintenance and operation of	certain community development		
services and facilities within and without its boundaries.  The Act authorizes the District to issue		
bonds for purposes, among others, of financing and refinancing the costs of planning, financing,		
acquisition, design constrnction, reconstruction, equipping and installation	of potable water and		
wastewater facilities.												

The District encompasses located within the boundaries of more complete info1mation about

approximately 111.52 gross acres of land (the "District Lands")	
the City, situated in Polk County, Florida (the "County").	For	
the District, its Board of Supervisors and the District Manager,	

*

Preliminary, subject to change.

1

see  "THE  DISTRICT"  herein.    The  District  Lands  are  being  developed  as  a  residential		
community	known  as	"Citrus	Isle"  (the		"Development"),  which  at  build-out  is	expected  to		
consist	of	approximately  486  single-family  homes,  recreation	and  amenity  areas,  parks  and		
									
associated infrastructure. The Development is being developed in approximately three phases.		
See "THE DEVELOPMENT" herein for more information.							
	The District previously issued its $4,160,000 Special Assessment Bonds, Series 2017 (the		
"Series 2017 Bonds") to fund a portion of	the public infrastructure improvements for Phase 1 of		
the Development. The Series 2017 Bonds are secured by the Series 2017 Special Assessments,		
which are secured by [lands planned for 204] single-family units in Phase	1 of the Development,		
which lands  are  separate  and  distinct from the  lands that will  be  subject to  the  Series  2018		
Special Assessments (each as defined herein) which will secure the Series 2018 Bonds. For more		
information regarding Phase  1	of the Development	see  "THE DEVELOPMENT -	Update on		
										
Phase 1" herein.														
	Phase 2 of the Development consists of approximately 21.92 acres of land planned for		
100 single-family homes on fifty-five-foot lots and sixty-foot lots (the "Series 2018 Assessment		
Area").	HHR East, LLC, a Florida limited liability company (the "Developer"), owns all of the		
assessable land in the Series 2018 Assessment Area.  See "THE DEVELOPER" herein for more		
info1mation.  Lennar Homes, LLC (defined below) is under contract to acquire 50 lots in the		
Series 2018  Assessment Area,  and Holiday Builders Inc.,  (define below) is under contract to		
acquire the remaining 50 lots in the Series 2018 Assessment Area. See "THE DEVELOPMENT		
- Builder Contracts" herein for more information.										
	The Series 2018 Bonds are being issued pursuant to the Act, Resolution No. 2017-25 and		
Resolution No. 2018-_ adopted by the Board of Supervisors (the "Board") of the District on		
July 19, 2017 and August 15, 2018, respectively (collectively, the "Resolution"), and a Master		
Trust Indenture dated as of November 1,	2017 (the "Master Indenture"), as supplemented	by a		
				
Second	Supplemental	Trust	Indenture,		dated	as	_____	1,	2018   (the   "Second		
												each by and		
Supplemental Indenture" and, together with the Master Indenture, the "Indenture"),			
	Capitalized		
between the District and U.S. Bank National Association, as trustee (the "Trustee").			
terms not othe1wise defined herein shall have the meanings assigned to them in the Indenture.		
See  "APPENDIX B:  COPY  OF  MASTER	INDENTURE AND  PROPOSED  FORM OF  SECOND		

SUPPLEMENTAL INDENTURE"

hereto.

The Series 2018 Bonds are being issued for the purposes of: (i) providing funds to pay all		
or a pmiion  of the  costs  of the  planning,	financing,  acquisition,  construction,  equipping and		
				
installation of the Series 2018 Project (as defined herein),  (ii) funding  a deposit to the  Series		
2018 Reserve Account in an amount equal to the Series 2018 Reserve Requirement (as defined		
herein),  (iii) paying	a pmiion of the interest coming due  on the Series  2018  Bonds,  and (iv)		
paying the costs of	issuance of the Series 2018  Bonds.	See "ESTIMATED SOURCES AND		
				
USES" herein.						
The Series 2018 Bonds are payable from and secured solely by the Series 2018 Pledged		
Revenues.   The  Series  2018  Pledged	Revenues  for the  Series  2018  Bonds  consist of (a)  all		
revenues received by the District from the Series 2018 Special Assessments ( as defined herein)		
levied and collected on the assessable lands within the Series 2018 Assessment Area, including		

2

without limitation, amounts received from any foreclosure proceeding for the enforcement	of		
	tax		
collection	of such  Series  2018  Special  Assessments  or  from  the  issuance	and	sale  of			
certificates with respect to such Series 2018 Special Assessments,	and	(b) all moneys on deposit		
							
in the Funds and Accounts established under the Indenture, created and established with respect		
to or for the benefit of the Series 2018 Bonds; provided, however, that the Series 2018 Pledged		
Revenues  shall not include (A)  any moneys transferred to the  Series 2018  Rebate Fund and		
investment	earnings  thereon,  (B)  moneys  on  deposit  in  the	Series  2018  Costs	of Issuance		
Account		of	the Acquisition and Construction Fund and (C)		"special assessments"	levied and		
									
collected by the District under Section 190.022, Florida Statutes, for maintenance purposes or		
"maintenance  assessments"  levied  and  collected  by  the  District  under  Section  190.021(3),		
Florida Statutes (it being expressly understood that the lien and pledge	of the Indenture shall not		
apply to  any  of the  moneys  described  in the  foregoing  clauses	of	(A),  (B)	and	(C)  of this		
proviso).		See  "SECURITY  FOR  AND  SOURCE  OF  PAYMENT	OF  THE  SERIES  2018		
BONDS	II	herein.									
												
Set forth herein are brief descriptions of the District, the Series 2018 Assessment Area,		
the Series 2018 Project, the Developer and the Development,	together with summaries of te1ms		
									
of each Series of the Series 2018 Bonds, the Indenture, and certain provisions of the Act.  All		
references herein to the Indenture and the Act are qualified in their entirety by reference to such		
documents and the Act and all references to the Series 2018 Bonds are qualified by reference to		
the definitive fo1ms thereof and the infmmation with respect thereto contained in the Indenture.		
Copy of		the Master Indenture and proposed fmm of the Second Supplemental	Indenture appear		
							
as APPENDIX B attached hereto.									

This Limited Offering Memorandum speaks only contained herein is subject to change.

as

of

its  date  and  the  infmmation

DESCRIPTION OF THE SERIES 2018 BONDS			
General Description				
The Series 2018 Bonds will be dated, will bear interest at the rates per annum (computed		
on  the  basis  of  a  360-day  year  consisting  of twelve  30-day  months)  and,  subject  to  the		
redemption provisions set forth below, will mature on the dates and in the amounts set forth on		
the inside cover pages of this Limited Offering Memorandum.	Interest on the Series 2018 Bonds		
	1, commencing _____ 1,		
will be payable semi-annually on each May 1 and November			
20_, until maturity or prior redemption.  U.S. Bank National Association is the initial Trustee,		
Paying Agent and Registrar for the Series 2018 Bonds.				
The  Series  2018  Bonds  will  be  issued  in fully  registered  form,  without  coupons,  in		
authorized  denominations  of $5,000  and  any  integral  multiple  thereof provided,  except  as		
otherwise provided in the Indenture.  The Series 2018 Bonds will initially be offered only to		
"accredited investors" within the meaning of Chapter 517, Florida Statutes, as amended, and the		
rules  of  the  Florida  Department  of  Financial  Services  promulgated	thereunder;  provided,		
			
however, the limitation of the initial offering to Accredited Investors does not denote restrictions		
on transfer  in any  secondary market for  the  Series  2018  Bonds.   See  "SUITABILITY FOR		
INVESTMENT" herein.				

3

Upon initial issuance, the Series 2018 Bonds shall be issued as one fully registered bond		
for  each maturity of	Series  2018  Bonds	and deposited		with The Depository Trust  Company		
									maintaining records	of		
("DTC"), New York,	New						and					for establishing					
		York, which is responsible																			
ownership for its pmiicipants.	As long as the Series 2018 Bonds are held in book-entry-only		
form,  Cede & Co.  shall be considered the registered owner for all purposes	of	the Indenture.		
									
DTC shall be responsible for maintaining a book-entry-only system for recording the ownership		
interest  of	its	pmiicipants  (' DTC  Participants")		and  other  institutions  that  clear  through  or		
				1																														
maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect		
Pmiicipants").	The	DTC	Pmiicipants	and	Indirect		Participants		will	be  responsible		for		
maintaining records with respect to the beneficial	ownership interestspurchasersof individual				of		
							
												on the Series 2018 Bonds		
the Series 2018 Bonds ("Beneficial	Owners").		Principal and interest			
																												
registered in the name of Cede	&	Co. prior to and at maturity shall be payable directly to Cede	&		
Co. in care	of	DTC. Disbursal	of	such amounts		to DTC Pmiicipants shall be the responsibility	of		
									
DTC.  Payments by  DTC  Pmiicipants	to  Indirect Pmiicipants,  and  by  DTC  Participants  and		
																	of	DTC Participants and		
Indirect Participants to Beneficial Owners shall be the responsibility					
Indirect Participants and not of DTC nor its nominee,	the Trustee or the District.  During the		
																		
period for which Cede & Co.	is	registered owner		of	the Series 2018 Bonds, any notices to be		
provided to any Beneficial Owner will be provided	to Cede	& Co.  DTC shall be responsible	for		

notices to DTC Participants and DTC Pmiicipants shall be responsible for notices to  Indirect		
Participants, and DTC Participants and Indirect Participants shall be responsible for notices to		
Beneficial	Owners.	In the  event  DTC,	any		successor	of	DTC  or  the  District,  but  only  in		
								the book-entry only system for the		
accordance with the procedures of DTC, elects to discontinue			
														
Series 2018 Bonds, the Trustee shall deliver bond certificates in accordance with the instructions		
from DTC or its successor, and after such time the Series 2018 Bonds may be exchanged for an		
equal aggregate principal amount of such Series 2018 Bonds in other Authorized	Denominations		
								
								corporate trust office of the Trustee.  See		11						
upon surrender thereof at the designated			-Book-Entry		
																											
Only System" herein.																																
Redemption Provisions																															
Optional Redemption																														
The	Series 2018  Bonds maturing on or after May	1, 20_		may,  at the option of	the		
Issuer be called for redemption prior to maturity	as a whole or in	part, at any time, on or	after		
				of a		maturity	to  be  selected  by  lot),  at	a		
May  1,  20		(less	than	all	Series  2018  Bonds								
																		plus		
Redemption Price equal to the principal	amount		of	Series 2018 Bonds to be redeemed,			

accrued interest from the most recent Interest Payment Date through which interest has been paid		
to  the  redemption  date  from	moneys  on  deposit	in	the	Series	2018	Optional  Redemption		
Subaccount of the Series 2018 Bond Redemption Account.	If such optional redemption	shall be		
							
in pmi, the	District shall	select such principal	amount		of	Series 2018  Bonds to be optionally		
							on	the remaining	Outstanding Series 2018		
redeemed from  each maturity so that debt service					
													
Bonds is substantially level.																														
Mandatory Sinking Fund Redemption																							

The redemption

Series 2018 Bonds maturing from the moneys on deposit

on in

May 1, 20_ are subject to mandatory the Series 2018 Sinking Fund Account

sinking fund on May 1 in

4

the years and in Redemption Price redemption.

the of

mandatory  sinking  fund	redemption	amounts  set  fo1ih		
100%	of their  principal	amount  plus	accrued	interest  to		

below at the date

a of

Mandatory Sinking Fund

Year	Redemption Amount

$

*

*Maturity

The Series 2018 Bonds maturing on May 1, 20_ are subject to mandatory		
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption  amounts  set  forth		
Redemption  Price  of  100%  of their  principal	amount  plus  accrued  interest  to		
			
redemption.			

sinking fund	
on May	1	in	
below	at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

$

*

*Maturity			
The Series 2018 Bonds maturing on May 1, 20_ are subject to mandatory		
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption  amounts  set  forth		
Redemption  Price  of 100%  of their  principal	amount  plus  accrued  interest  to		
			
redemption.			

sinking fund	
on May 1 in	
below  at	a	
the  date	of	

Mandatory Sinking Fund

Year	Redemption Amount

$

*

*Maturity

The Series 2018 Bonds maturing on May 1, 20_ are subject to mandatory		
redemption from the moneys on deposit in the Series 2018 Sinking Fund Account		
the  years  and  in  the  mandatory  sinking  fund  redemption  amounts  set  forth		
Redemption  Price  of  100%  of their  principal	amount  plus  accrued  interest  to		
			
redemption.			

sinking fund	
on May	1	in	
below	at	a	
the  date	of	

5

	Mandatory Sinldng Fund						
Year		Redemption Amount							
						$							
*													
*Maturity													
Upon any redemption of Series 2018  Bonds  other than in accordance	with scheduled		
mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to		
the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize		
the Outstanding principal amount of Series 2018 Bonds in substantially	equal annual installments		
				over the		
of principal and interest (subject to rounding to Authorized Denominations of principal)			
remaining te1m of the Series 2018 Bonds.  The mandatory	sinking fund redemption amounts as		
			of the mandatory	sinking fund		
so recalculated shall not result in an increase	in the aggregate				
					or		
					In the event of	a redemption			
redemption amounts for all  Series 2018 Bonds in any year.					
					
purchase  occurring  less  than  45  days  prior  to		a  date  on  which  a	mandatory	sinking  fund		
redemption payment is  due,  the  foregoing  recalculation  shall  not be made to  the  mandatory		
sinking fund redemption amounts due in the year in which such redemption occurs, but shall be		
made to the mandatory sinking fund redemption amounts for the immediately succeeding and		
subsequent years.													
Extraordinary Mandatory Redemption												
The  Series  2018  Bonds  are  subject  to		extraordinary		mandatory  redemption  prior  to		
						clause (i) below,		
maturity by the Issuer in whole or in part, on any date (other than in the case of			
which extraordinary mandatory redemption in part must occur on a Quaiierly Redemption Date),		
at a Redemption Price equal to  100% of the principal amount		of the Series 2018 Bonds to be		
redeemed, plus interest accrued to the redemption	date, as follows:							

(i)	from   Series   2018  Prepayment  Principal   deposited   into  the  Series   2018

Prepayment Subaccount of the Series 2018 Bond Redemption	Account following the payment in		
whole  or in part  of Series  2018  Special  Assessments	on any  assessable  property within the		
					together		
District in accordance with the provisions	of the Second Supplemental Trust Indenture,			
					
with any excess moneys transferred by the Trustee from the Series 2018 Reserve Account to the		
Series 2018 Prepayment Subaccount	as a result of	such Series 2018 Prepayment	and pursuant to		
							
	If such redemption shall be in part, the Issuer shall select		
the Second Supplemental Indenture.			
						from each maturity so that debt		
such principal amount of Series 2018  Bonds to be redeemed			
						
service on the remaining Outstanding Series 2018 Bonds is substantially level;					
(ii)	from  moneys,  if any,  on  deposit  in  the  Series  2018  Funds,  Accounts	and		
				
Subaccounts in the Funds and Accounts (other than the Series 2018 Rebate Fund and the Series		
2018 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series		
2018  Bonds  and  accrued  interest thereon to  the  redemption  date  or  dates  in  addition to  all		
amounts owed to Persons under the Master Indenture; and							

6

(iii)	upon the Completion Date, from  any funds  remaining on deposit in the  Series	
2018 Acquisition and Construction Account not otherwise reserved to complete the Series 2018	
Project and transfeITed to the Series 2018 General Redemption Subaccount of the Series 2018	
Bond Redemption Account.	If such redemption shall be in part,  the Issuer shall select such	
principal amount of Series 2018 Bonds to be redeemed from each maturity so that debt service	
on the remaining Outstanding Series 2018 Bonds is substantially level.	

Notice

of

Redemption

When required to redeem Series 2018 Bonds under the Indenture or when directed to do		
so by the District, the Trustee shall cause notice of the redemption, either in whole or in part, to		
be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption date to all		
Owners of Series 2018 Bonds to be redeemed (as such Owners appear on the Bond Register on		
the fifth (5	th	)  day prior to such mailing), at their registered addressed, but failure	to mail any such		
					
notice  or  defect  in  the  notice  or  in  the  mailing  thereof shall  not  affect the  validity  of the		
redemption of the Series 2018 Bonds for which notice was duly mailed in accordance with the		
Indenture.		If, at the time of mailing of notice	of an optional redemption, the District shall not		
have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all of		
the  Series  2018  Bonds  called  for  redemption,  such  notice  shall  expressly  state  that  the		
redemption  is  conditional  and  is  subject to  the  deposit  of the  redemption  moneys  with the		
Trustee  or Paying Agent,  as the case may be,  not later than the  opening	of	business  on the		
redemption date, and such notice shall be of no effect unless such moneys are	so	deposited.		
Book-Entry Only System												
The	Depository Trust Company (	11	DTC	), New York, New York, will act	as securities		
						11									
depository for the Series 2018 Bonds.  The Series 2018 Bonds will be issued as fully-registered		
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name		
as may be requested by an authorized representative of DTC.  One fully-registered Series 2018		
Bond certificate will be issued for each maturity of the Series 2018 Bonds, each in the aggregate		
principal amount	of such maturity, and will be deposited with DTC.									
DTC,  the	world's  largest  securities  depository,  is  a  limited-purpose  trust  company		
organized under the New York Banking Law, a "banking organization"	within the meaning of		
								
the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"		
within the  meaning  of the  New  York  Uniform  Commercial  Code,  and  a		"clearing  agency"		
registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934.		
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity		
issues,  corporate  and municipal  debt  issues,  and money  market  instruments  (from  over  100		
countries) that DTC's participants ("Direct Participants") deposit with DTC.  DTC also facilitates		
the post-trade settlement among Direct Participants of sales and other securities transactions in		
deposited securities, through electronic computerized book-entry transfers and pledges between		
Direct Participants'  accounts.   This  eliminates  the  need  for  physical  movement  of securities		
certificates.	Direct Participants include both U.S. and non-U.S. securities brokers and dealers,		
banks, trust companies, clearing corporations, and certain other organizations.		DTC is a wholly-		
				DTCC is the		
owned subsidiary of The Depository Trust &	11	DTCC	11				
	Clearing Corporation (			).			
holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing		

7

Corporation, all of which are registered	clearing agencies.	DTCC		is owned	by the users of its		
											to others such as both U.S.		
regulated subsidiaries.  Access to the	DTC system is also available				
					and clearing corporations		
and non-U.S.  securities brokers and dealers, banks, trust companies,				
										
that clear through or maintain a custodial	relationship with a Direct Participant, either directly or		
					& Poor's rating of AA+.   The  DTC		
indirectly ("Indirect Participants").		DTC	has	a  Standard			
															Commission.		
Rules applicable to its  Participants	are	on file with the  Securities and Exchange			

More info1mation about DTC	can be found at www.dtcc.com.															
	Purchases  of Series 2018  Bonds  under the DTC  system must be made by  or through		
Direct Participants, which will receive a credit for the Series 2018 Bonds on DTC's records.	The		
				
ownership interest of each actual purchaser of each Series 2018 Bond ("Beneficial Owner") is in		
tum to be recorded on the Direct and Indirect Participants'	records.  Beneficial Owners will not		
		Beneficial  Owners		are,  however,		
receive written confirmation from		DTC		of their purchase.					
																			
expected to receive written confirmations providing details of the transaction, as well as periodic		
statements of their holdings, from the Direct or Indirect Participant	through which the Beneficial		
					in the Series 2018 Bonds		
Owner entered into the transaction.		Transfers	of ownership interests				
																			acting on		
are to be accomplished by entries made on the books of Direct and Indirect Participants			
					
behalf	of Beneficial Owners.	Beneficial		Owners will not receive certificates representing their		
														of the book-entry system		
ownership interests in Series 2018 Bonds, except in the event that use			
for the Series 2018 Bonds is discontinued.																				
	To facilitate subsequent transfers, all Series 2018 Bonds deposited by Direct Participants		
with DTC are registered in the name	of	DTC's partnership nominee, Cede & Co.,	or such other		
name as may be requested by an authorized representative	of	DTC.		The deposit	of Series 2018		
Bonds	with DTC and their registration in the name of Cede & Co.			or	such other	DTC nominee		
do  not	affect  any  change  in  beneficial		ownership.	DTC	has  no		knowledge		of the  actual		
Beneficial Owners of the Series 2018 Bonds; DTC's records reflect only the identity of the Direct		
Participants to whose accounts such Series 2018 Bonds are credited,	which	may	or may not	be		
										
the Beneficial Owners.  The Direct and Indirect Participants will remain responsible for keeping		
account of their holdings on behalf	of their customers.																	
	Conveyance  of notices  and  other  communications  by	DTC	to  Direct Participants,  by		
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to		
Beneficial Owners will be governed by arrangements among them, subject to any statutory	or		
			
regulatory requirements as may be	in	effect from time to time.  Beneficial Owners		of Series 2018		
Bonds	may  wish  to  take  certain  steps  to  augment  the  transmission  to  them		of notices	of		
significant events with respect to the Series 2018 Bonds, such as redemptions, tenders, defaults,		
and proposed amendments to the Series 2018 Bond documents.	For		example, Beneficial Owners		
														
of Series 2018 Bonds may wish to ascertain that the nominee holding the Series 2018 Bonds for		
their benefit has agreed to obtain and transmit	notices to Beneficial Owners.	In	the alternative,		
								to the registrar and request		
Beneficial Owners may wish to provide their names and addresses			
											
that copies of notices be provided directly to them.																	

Redemption notices shall be sent to DTC. If less than a series or maturity are being redeemed, DTC's practice is to interest of each Direct Participant in such series or maturity to

all of the Series 2018 Bonds within dete1mine by lot the amount of the be redeemed.

8

Neither DTC nor Cede &	Co. (nor any other DTC nominee) will consent or vote with		
respect to Series 2018 Bonds unless authorized by a Direct Participant in accordance with DTC's		
MMI Procedures.  Under its usual procedures, DTC mails an Omnibus Proxy to the District as		
soon as possible after the record date.  The Omnibus Proxy assigns Cede & Co.'s consenting or		
voting rights to those Direct Participants to whose accounts Series 2018 Bonds are credited on		
the record date (identified in a listing attached to the Omnibus Proxy).						
Redemption proceeds,  distributions, and dividend payments on the  Series 2018  Bonds		
will  be made to  Cede  &  Co.,  or such other nominee  as  may be requested by an authorized		
representative of DTC.   DTC's practice  is to  credit Direct Participants'  accounts upon DTC's		
receipt of funds and con-esponding detail inf01mation from the District or the Trustee, on payable		
date  in  accordance  with  their  respective  holdings  shown  on  DTC's  records.   Payments  by		
Participants  to  Beneficial  Owners  will  be  governed  by  standing  instructions  and  customary		
practices,  as  is the	case with securities held for the accounts  of customers  in bearer fo1m	or		
registeredname,"in "street	will and	be the responsibility	of such Participantnot and	of DTC, the		
					as may be in effect		
Trustee, or the District, subject to any statutory or regulatory requirements			
					
from time to time.	Payment of redemption proceeds, distributions,	and dividend payments to		
					of		
Cede &  Co.  (or such other nominee as	may be requested by  an authorized representative			
				
DTC) is the responsibilityorof the District	the Trustee, disbursement	of such payments to Direct		
Participants  will  be  the  responsibility  of	DTC,  and  disbursement	of such  payments  to  the		
Beneficial Owners will be the responsibility	of Direct and Indirect Participants.				
A Beneficial Owner shall give notice to elect to have its Series 2018 Bonds purchased or		
tendered, through its Participant, to the Trustee, and shall effect delivery	of such Series 2018		
Bonds by causing the Direct Participant to transfer the Participant's interest in the Series 2018		
Bonds, on DTC's records, to the Trustee.	The requirement for physical delivery	of Series 2018		
Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied		
when the ownership rights in the Series 2018 Bonds are transfen-ed by Direct Participants on		
DTC's  records  and  followed  by	a  book-entry  credit  of tendered	Series	2018	Bonds  to	the		
Trustee's DTC account.										
DTC may discontinue providing its services as depository with respect to the Series 2018		
Bonds  at  any  time  by  giving  reasonable  notice  to  the  District  or  the  Trustee.   Under  such		
circumstances,  in  the  event  that	a  successor  depository  is  not  obtained,  Series  2018  Bond		
certificates are required to be printed and delivered.							
The District may decide to  discontinue use of the system of book-entry-only transfers		
through DTC (or a successor securities deposito1y) pursuant to the procedures of DTC.  In that		
event, Security ce1iificates will be printed and delivered to DTC.						
The information in this section concerning DTC and DTC's book-entry system has been		
obtained  from  sources  that  the  District  believes  to  be  reliable,  but  the  District  takes  no		
responsibility for the accuracy thereof.									

9

SECURITY FOR AND SOURCE OF PAYMENT OF2018THE SERIES		BONDS			
General												
THE  SERIES  2018  BONDS  ARE  LIMITED  OBLIGATIONS	OF	THE	DISTRICT		
									
PAYABLE   SOLELY  FROM  THE  SERIES   2018  PLEDGED  REVENUES   PLEDGED		
THEREFOR  UNDER  THE  INDENTURE,  AND  NEITHER  THE  PROPERTY,  THE  FULL		
FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY, THE		
COUNTY,  THE  STATE  OF  FLORIDA  (THE  "STATE"),	OR  ANY	OTHER  POLITICAL		
SUBDIVISION THEREOF,  IS  PLEDGED  AS  SECURITY	FOR THE  PAYMENT  OF  THE		
SERIES  2018  BONDS,  EXCEPT  THAT  THE  DISTRICT	IS  OBLIGATED	UNDER  THE		
							
INDENTURE  TO	LEVY  AND  TO  EVIDENCE	AND  CERTIFY,	OR	CAUSE  TO  BE		
							TO  SECURE		
CERTIFIED,  FOR	COLLECTION  SERIES  2018  SPECIAL  ASSESSMENTS			
		CONSTITUTE		
AND PAY THE SERIES 2018 BONDS.  THE SERIES 2018 BONDS DO	NOT			
AN INDEBTEDNESS  OF THE DISTRICT, THE CITY,  THE COUNTY, THE  STATE,  OR		
ANY OTHER POLITICAL  SUBDIVISION THEREOF WITHIN THE  MEANING OF ANY		
CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.								
The Series 2018 Bonds are payable from and secured solely by the Series 2018 Pledged		
Revenues.   The  Series 2018  Pledged Revenues  for  the  Series  2018  Bonds  consist of	( a)	all		
revenues received by the District from the Series 2018 Special Assessments (as defined herein)		
levied and collected on the assessable lands within the Series 2018 Assessment Area, including		
without limitation,  amounts received from any foreclosure  proceeding for the  enforcement	of		
	tax		
collection  of such  Series  2018  Special  Assessments  or  from  the  issuance  and  sale	of			
certificates with respect to such Series 2018 Special Assessments, and (b) all moneys on deposit		
in the Funds and Accounts established under the Indenture, created and established with respect		
to or for the benefit of the Series 2018 Bonds; provided, however, that the Series 2018 Pledged		
Revenues  shall  not  include  (A)  any moneys transfen-ed to  the  Series  2018  Rebate  Fund and		
investment  earnings  thereon,  (B)  moneys  on  deposit  in  the  Series  2018  Costs	of Issuance		
Account of the  Acquisition and  Construction Fund and  (C)	"special  assessments"	levied and		
		purposes or		
collected by the District under Section 190.022, Florida Statutes, for maintenance			
					
"maintenance  assessments"  levied  and  collected  by  the  District  under  Section  190.021(3),		
Florida Statutes (it being expressly understood that the lien and pledge of the Indenture shall not		
apply  to  any  of the  moneys  described  in the  foregoing  clauses  of (A),  (B)  and  (C)	of this		
proviso).												
The   "Series  2018   Special  Assessments"  consist	of  the  non-ad	valorem	special		
assessments imposed and levied by the District against the assessable  lands within the  Series		
2018 Assessment Area specially benefited by the Series 2018 Project, or any portions thereof,		
pursuant to  Section  190.022  of the  Act,  and  the  Assessment  Resolutions  (as  defined  in the		
Indenture) and assessment proceedings conducted by the District (together with the Assessment		
Resolutions,  the  "Assessment Proceedings").   Non-ad valorem  assessments  are  not based  on		
millage and are not taxes, but are a lien against the homestead as permitted in Section 4, Article		
X of the Florida State Constitution.  The Series 2018 Special Assessments	will constitute a lien		
								
against  the  land  as  to  which  the  Series  2018  Special  Assessments  are  imposed.  See		
"ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.									

10

The Series 2018 Special Assessments are levied in an amount c01Tesponding to the debt		
service on the Series 2018 Bonds on the basis of benefit received	by the lands within the District		
					
as a result of the Series 2018 Project.	The Assessment Methodology (as hereinafter defined),		
which  describes  the  methodology  for  allocating  the  Series  2018  Special Assessments  to  the		
assessable lands within the Series 2018 Assessment	Area, is included as APPENDIX E attached		
									
hereto.											
In the Master Indenture, the District will covenant	that,	if any Special Assessment shall		
					of any comi, or if the		
be either in whole or in pmi annulled, vacated or set aside by the judgment			
				
District shall be satisfied that any such Special Assessment	is	so in-egular or defective that the		
							
same cannot be enforced or collected,	or if the District shall have omitted to make such Special		
Assessment when it might have done so, the District shall either (i) take all necessary steps to		
cause a new Special Assessment to be made for the whole or any pmi of	such improvement	or		
against any prope1iy benefited by such improvement or (ii) in its sole discretion, make up the		
amount of such Special Assessment	from any legally available moneys, which shall be deposited		
							In  case  such  second  Special		
into  the  applicable  Series  Account  in  the  Revenue  Fund.				
Assessment shall be annulled, the District shall obtain and make other Special Assessments until		
a valid Special Assessment shall be made.									

Prepayment

of

Series 2018 Special Assessments

The Assessment Proceedings provide that an owner of property	subject to the Series 2018		
						
Special Assessments may prepay all or a pmiion of the remaining balance of such Series 2018		
Special Assessments at any time, if there is also paid, in addition to the prepaid principal	balance		
of the Series 2018 Special Assessment,	an amount equal to the interest that would otherwise be		
												
due on such prepaid amount on the next succeeding interest payment date for the Series 2018		
Bonds or, if prepaid during the f01iy-five (45) day period preceding	such interest payment date,		
							
to the interest payment date following such next succeeding interest payment date.				
Pmsuant to the Act and the Assessment	Proceedings, an owner	of prope1iy subject to the		
			of the Series 2018 Special		
levy of Series 2018 Special Assessments may pay the entire balance			
Assessments remaining due, without interest, within thiliy (30) days after the Series 2018 Project		
has been completed or acquired by the District, and the Board has adopted a resolution accepting		
the Series 2018 Project pursuant to Chapter 170.09, Florida Statutes.  The Developer, as the sole		
owner of the assessable property within Series 2018 Assessment Area, will covenant to	waive		
this right on behalf of itself and its successors	and assigns in connection with the issuance	of the		

Series 2018 Bonds.												
The  Series  2018  Bonds  are  subject  to  extraordinary	redemption  as	indicated	under		
				-  Extraordinary		
"DESCRIPTION OF  THE  SERIES  2018  BONDS -  Redemption  Provisions			
Mandatory  Redemption"  from  optional	and  required  prepayments	of  Series  2018  Special		
											
Assessments by prope1iy owners.												
Additional Bonds												
Under the Indenture, the District will covenant not to issue any other Bonds or other debt		
obligations  secured  by  the  Series  2018  Special  Assessments.	In	addition,	the  District  will		

11

covenant not to issue any other Bonds or debt obligations for capital projects, secured by Special		
Assessments on the assessable lands within the Series 2018 Assessment Area, until the Series		
2018 Special Assessments are Substantially Absorbed.  "Substantially Absorbed" means the date		
at least [ninety percent (90%)] of the principal portion	of the Series 2018 Special Assessments		
have been assigned to residential units within Series 2018 Assessment Area that have received		
certificates of occupancy.	The District shall present the Trustee with	a certification that the		
Series  2018  Special  Assessments  have  been  Substantially  Absorbed  and  the  Trustee  may		
conclusively rely upon such certification and shall have no  duty to verify if the  Series 2018		
Special Assessments  are  Substantially Absorbed.   Nothing in the  Indenture  shall  restrict the		
District from issuing refunding Bonds or any Bonds or other debt obligations for District Lands		
outside the Series 2018 Assessment Area.								
The District and/or other public entities may impose taxes or other special assessments on		
the same properties encumbered by the Series 2018 Special Assessments	without the consent of		
				
the Owners of the Series 2018 Bonds. The District expects to	impose certain non-ad valorem		
special assessments called maintenance assessments,	which are	of equal dignity with the Series		
							
2018 Special Assessments on the same lands upon which the Series 2018 Special Assessments		
are imposed, to fund the maintenance and operation of the District.  See "THE DEVELOPMENT		
-Taxes, Fees and Assessments" and "BONDOWNERS'	RISKS" herein for more information.		
						
Covenant Against Sale or Encumbrance							
In the Master Indenture, the District will covenant that (a) except for those improvements		
comprising the Projects that are to be conveyed by the District to the City, the County, the State		
Department of Transportation or another governmental entity, as to which no assessments	of the		
District will be imposed and (b) except as	otherwise permitted in the Master Indenture, it will not		
sell,  lease  or	otherwise	dispose  of  or	encumber  any  Projects  or  any  part  thereof.	See		
"APPENDIX	B:  COPY  OF  MASTER  INDENTURE	AND  PROPOSED  FORM  OF  SECOND		

SUPPLEMENTAL INDENTURE"

herein.

Acquisition and Construction Account			
The  Indenture establishes  a separate account within the Acquisition and  Construction		
Fund designated as the "Series 2018 Acquisition and Construction	Account" and, within such		
			
Account, a "Series 2018 Project Subaccount" and an "Amenity Project Subaccount."  A portion		
of the proceeds of the Series 2018 Bonds shall be deposited into the two Subaccounts within the		
Series 2018 Acquisition and Construction Account in the respective amounts set forth in the		
Second Supplemental Indenture, together with any moneys transferred thereto, and such moneys		
shall be applied as set forth in the Indenture and the Acquisition Agreement (as defined in the		
Indenture).	Funds on deposit in the two Subaccounts within the Series 2018 Acquisition and		
Construction Account shall only be applied to the Costs of the Series 2018 Project in compliance		
with the requirements of the requisition provisions of the Indenture, and each such requisition		
shall  indicate  from  which  Subaccount  within  the  Series  2018  Acquisition  and  Construction		
Account  disbursement  is to  be  made.   Except as  provided in the  Indenture,  amounts  in the		
Amenity Project Subaccount shall be applied solely to pay Costs of the Amenity Project.		

12

The  Indenture defines the  "Amenity Project"  to	mean that portion	of the  Series 2018		
Project that relates to the construction of	amenities for the benefit of the Series 2018 Assessment		
Area.   See also  "THE  SERJES  2018  PROJECT"  and  "THE DEVELOPMENT	Amenities"		
herein  for  more  information regarding  the  Amenities.   The  Indenture  further  provides  that,		
notwithstanding other provisions of the Indenture, there shall be two distinct "Completion Dates"		
with respect to	the Series 2018 Project: (a) one applicable to the Amenity Project and (b) the		
other applicable	to the balance of	the Series 2018 Project.								
The Trustee shall withdraw moneys from the Series 2018 Acquisition and Construction		
Account only upon presentment to the Trustee of	a properly signed requisition in substantially		
the fmm attached to the Indenture.  After the Completion Date with respect to the Series 2018		
Project (excluding the Amenity Project), and after retaining funds for the costs of completing the		
balance of the Series 2018 Project (excluding the Amenity Project), any remaining moneys in the		
Series 2018 Project Subaccount within the Series 2018 Acquisition and Construction Account,		
after retaining costs to complete the Series 2018 Project, shall be transfened to the Series 2018		
General Redemption  Subaccount of the  Series 2018  Bond Redemption Account,  as	shall be		
evidenced in writing from the District or from the District Manager, on behalf of	the District to		
the Trustee.  The Trustee shall make no such transfers from either Subaccount to the Series 2018		
General Redemption Subaccount	if	an Event of Default exists with respect to the Series 2018		
Bonds.																
With respect to	the Amenity Project, no amounts shall be transfened from the Amenity		
Project  Subaccount  to  the  Series  2018  General  Redemption  Subaccount  until  after  the		
Completion Date for the Amenity Project, and only so	long	as the Trustee shall have retained		
therein any amount required to fund the costs to complete the Amenity Project,	as directed in		
writing by the District, or the District Manager on behalf of the District, to the Trustee.  No		
recourse to amounts on deposit in the Amenity Project Subaccount shall be available to remedy		
any Event of Default under the  Indenture,  and  instead the  proceeds  of	the  Amenity Project		
Subaccount shall be used solely for purposes	of completing the Amenity Project.				
Reserve Account															
The  Indenture  establishes  an  Series  2018  Reserve  Account  within  the  Debt  Service		
Reserve Fund solely for the benefit	of the Series 2018 Bonds.  A portion of the proceeds of the		
Series 2018 Bonds in the amount	of	the Series 2018 Reserve Requirement	will be deposited into		
					or	"Reserve		
the  Series  2018  Reserve  Account.	"Series	2018	Reserve	Requirement"				
Requirement" shall be an amount equal	to	[fifty percent (50%)]	of the maximum annual debt		
service  on the  Series  2018  Bonds.   For the purpose  of calculating the  Series 2018  Reserve		
Requirement, maximum annual debt service shall be calculated	as  of the date of the original		
issuance  and  delivery  and  recalculated  in  connection  with  each  extraordinary  mandatory		
redemption  of the  Series  2018  Bonds  resulting  from	a prepayment  of	Series  2018  Special		
Assessments, as	described in the Indenture (but not upon the optional or mandatory sinking fund		
redemption  thereof).	Initially,	the	Series	2018	Reserve	Requirement	shall	be	equal  to		
											
$																
-----																
Notwithstanding any provisions in the Master Indenture to	the contrary, the District will		
covenant in the Indenture not to substitute the cash and Investment Obligations on deposit in the		

13

Reserve Account with a Debt Service Reserve Insurance Policy or a Debt Service Reserve Letter		
of Credit.  Except as provided in the next paragraph,	all investment earnings on moneys in the		
											
Reserve Account shall remain on deposit therein.  Amounts on deposit in the Reserve Account		
may, upon final maturity or redemption	of all Outstanding Bonds of the Series 2018 Bonds, be		
															
used to pay principal of	and interest on the Series 2018 Bonds, at that time.					
On each March	15  and  September	15	(or,  if	such date is not a Business	Day,  on the		
Business Day next preceding such day), the Trustee shall dete1mine the amount on deposit in the		
Reserve  Account and transfer any  excess  therein  above the Reserve  Requirement caused by		
investment earnings to Series 2018 Revenue Account in accordance with the Indenture.				
In the event of a prepayment of Series 2018 Special Assessments	in accordance with the		
						
Indenture, then forty-five (45)thedays before		next Qumierly Redemption Date, the Trustee shall		
recalculate the Reserve Requirement,	taking into account the amount of	the Series 2018 Bonds		
	such prepayment,	and cause the amount on deposit in the		
that will be outstanding as a result of				
Reserve  Account in excess  of the Reserve		Requirement to  be transfened to  the  Series  2018		
								redemption of the Series 2018		
Prepayment Subaccount to be applied toward the extraordinary			
				Principal		
Bonds in accordance with the Indenture,	as	a credit against the applicable Prepayment			
						
		of such prope1iy	subject to such Series 2018 Special		
otherwise required to be made by the owner				
									
Assessments.																	
Notwithstanding any of the foregoing,	amounts on deposit in the Reserve Account shall		
										of		
be transfened by the Trustee, in the amounts	directed in writing by a majority of the Holders			
							Subaccount of the Series 2018		
the Series 2018 Bonds, to the Series 2018 General Redemption			
Bond Redemption Account,  if,  as  a result	of the application of the provisions  of the Master		
Indenture with respect to Events of Default, the proceeds	received from lands sold subject to the		
Series 2018  Special Assessments and applied to redeem a portion of the Series 2018 Bonds is		
less than the principal amount of Series 2018 Bonds indebtedness	attributable to such lands.			
							
It shall be an event of default under the Indenture if at any time the amount in the Reserve		
Account is less than the Reserve Requirement therefor as	a result of the Trustee withdrawing	an		
amount therefrom to satisfy the Debt Service Requirement for the Series 2018 Bonds and such		
amount has not been restored within ninety (90) days of	such withdrawal.						

Deposit and Application

of

the Pledged Revenues

Pursuant to the Indenture, the Trustee shall transfer from amounts on deposit in the Series		
2018 Revenue Account to the Funds and Accounts designated below, the following amounts, at		
the following times and in the following order of priority:			
FIRST, upon receipt but no  later than the Business	Day next preceding each Interest		
			
Payment Date, commencing November	1, 2018, to the Series 2018 Interest Account of the Debt		
Service Fund, an amount from the Series 2018 Revenue Account equal to the interest on the		
Series 2018 Bonds becoming due on the next succeeding Interest Payment Date, less any amount		
	not	credited;		
on deposit in the Series 2018 Interest Accountpreviously			

1,

20

_

SECOND, no , to the Series

laterthe than	Business Day next preceding	each May 1,	commencing May		
					
2018 Sinking Fund Account of the Debt Service Fund, an amount from the		

14

Series 2018  Revenue Account equal	to	
sinking fund redemption on such May	1,	
Fund Account not previously credited;			

the principal amount of Series 2018 Bonds subject to less any amount on deposit in the Series 2018 Sinking

THIRD, upon receipt but no later than the Business Day next preceding each Interest		
Payment  Date  while  Series  2018  Bonds  remain  Outstanding,  to  the  Series  2018  Reserve		
Account, an amount from the Series 2018 Revenue	Account equal to the amount, if any, which is		
		for the Series		
necessary to make the amount on deposit therein equal to the Reserve Requirement			
			
2018 Bonds;				

FOURTH, notwithstanding the to redemption on a date which is not a shall be authorized to transfer from the Account, the amount necessary to pay on such date; and

foregoing, at any time the Series 2018 Bonds are subject		
May 1 or November 1 Interest Payment	Date, the Trustee		
			
Series 2018 Revenue Account to the Series 2018 Interest		
interest on the Series 2018 Bonds subject to redemption		

FIFTH, subject to the foregoing paragraphs,	the balance	of any moneys remaining	after		
					
			into the Series 2018  Costs	of Issuance		
making the foregoing  deposits shall be first		deposited				
				to pay the cost of issuing the Series		
Account to cover any deficiencies in the amount allocated			
2018 Bonds and next, any balance in the Series 2018 Revenue Account shall remain on deposit		
in the Series 2018 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary		
to make a deposit into the Series 2018	Re bate Fund, in which case, the Issuer shall direct the		
Trustee to make such deposit thereto.																	
Investments																		
The Trustee shall, as directed by the District in writing, invest moneys held in the Series		
Accounts in the Debt Service Fund and any Series Account within the Bond Redemption Fund		
only in Government Obligations and ce1iain specified	types		of Investment Securities (as defined		
												
in the Master Indenture).  The Trustee shall, as directed by the District in writing, invest moneys		
held in the  Series 2018  Reserve Account	of	the Reserve Fund in Investment	Securities.   All		

deposits in time accounts shall be subject to withdrawal without penalty and all investments shall		
mature or be subject to redemption by the holder without penalty, not later than the date when		
the  amounts  will foreseeably  be needed for purposes  set fmih  in the Master Indenture.   All		
securities securing investments under the Indenture shall be deposited with a Federal Reserve		
Bank, with the trust department of the Trustee, as authorized	by law with respect to trust funds in		
the State, or with a bank or trust company	having a combined net capital and surplus of not less		
																
than $50,000,000.  The interest and income received upon such investments and any interest paid		
by the Trustee or any other depository	of	any Fund or Account and any profit or loss resulting		
							to the Fund or Account	for which such		
from the sale of securities shall be added or charged				
					equals or		
investments are made; provided, however,	that if the amount in any Fund or Account			
					
									the Indenture,	any interest and		
exceeds the amount required to be on deposit therein, subject to				
		of	the Revenue		
other income so received shall be  deposited	in the applicable Series Account				
														
Fund.  Upon written request of the District,	or on its own initiative whenever payment is to be		
made out of any Fund or Account,	the Trustee shall sell such securities as may be requested to		
					to  the  respective Fund or Account	in which the		
make the  payment  and restore the proceeds				
							
						for any depreciation in the value of		
securities were held.  The Trustee shall not be accountable				

15

any such security or for any loss resulting from the sale thereof, except as provided in the Master		
Indenture.  If net proceeds from the sale of securities held in any Fund or Account shall be less		
than the amount invested and, as a result, the amount on deposit in such Fund or Account is less		
than the amount required to be on deposit in such Fund or Account, the amount of such deficit		
shall be transferred to such Fund or Account from the related Series Account of the Revenue		
Fund.  The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting		
from any investment or sale upon the investment instructions of the District or otherwise. See		
"APPENDIX  B:  COPY  OF  MASTER  INDENTURE	AND  PROPOSED  FORM  OF  SECOND		

SUPPLEMENTAL INDENTURE"

attached hereto.

Collateral Assignment and Assumption

of

Development and Contract Rights

	[As a condition precedent to the issuance	of the Series 2018 Bonds, and as an inducement		
for the Bondholders to purchase the Series 2018	Bonds, the Developer will execute and deliver		
to the District a Collateral Assignment and Assumption of Development	Rights to the	Series		
								
2018 Project (the "Assignment"), pursuant to which the Developer will collaterally assign to the		
District, to the extent assignable, and to the extent that they are solely owned or controlled by the		
Developer, ce1iain of its development rights relating to the Series 2018	Project (collectively,	the		
				
"Development Rights"), subject to the terms and conditions therein.  The Development Rights		
include the following, as they pertain to the Series 2018	Project: (a) engineering and construction		
plans  and  specifications  for  grading,  roadways,  site  drainage,  stormwater  drainage,  signage,		
water distribution, waste water collection, and other improvements; (b) preliminary and final site		
plans;	(c)	architectural   plans	and   specifications	for	recreational   buildings   and   other		
															
improvements to the developable prope1iy within the District; (d) pe1mits, approvals, resolutions,		
variances, licenses and franchises granted by governmental	authorities, or any of	their respective		
		improvements	within the		
agencies, for or affecting the Series	2018	Project and construction of				
								
the  Series	2018  Assessment  Area;	(e)	contracts  with  engineers,  architects,  land  planners,		
landscape architects, consultants, contractors, and suppliers for or relating to the construction of		
the Series 2018 Project or the construction of improvements within the Series 2018 Assessment		
Area;	(f) all prepaid impact fees	and impact fee  credits;  and (g) all future creations, changes,		
extensions,	revisions,  modifications,	substitutions,  and replacements	of	any  of the  foregoing.		
							Rights	listed		
The  Development  Rights  specifically  exclude  any  portion  of the  Development				
						
above which relate solely to Lots (as defined in the respective Assignment) which have been or		
are conveyed to homebuilders or homebuyers effective as	of such conveyance or any property		
which has been transfeITed, dedicated and/or conveyed, or is in the future conveyed, to the City,		
the  County,  the  State,  the  District,  any  utility  provider,  any  unaffiliated  homebuilder,  any		
governmental  or  quasi-governmental  entity,  any  applicable homeowners'  or prope1iy  owners'		
association or other governing entity or association as may be required by applicable pe1mits,		
approvals, plats, entitlements or regulations affecting the District, if any, in each case effective as		
of suchand/ortransfer, conveyance	dedication, as applicable, or to end user residents.]					
	Notwithstanding the above provisions to the contrary, in the event the District foreclosed		
on the lands subject to the Series 2018  Special Assessments as a result	of the Developer's or		
other landowner's failure to pay such assessments, there is a risk that the District will not have all		
permits and entitlements necessary to complete the Series 2018 Project.  Fmihermore, ce1iain of		
the   Development  Rights   may  have   previously  been  assigned	to		the	Builder.		See		
"BONDOWNERS' RISKS" and "THE DEVELOPMENT" herein.										

16

Master Indenture Provisions

Relating

to

Bankruptcy

or

Insolvency

of

Landowner

For purposes  the following,  (a)  the  Series 2018  Bonds  secured by  and payable  from	
Special Assessments levied against prope1iy owned by any Insolvent Taxpayer (defined below)	
are  collectively referred to  herein as  the  "Affected Bonds"  and  (b) the  Special  Assessments	
levied against any Insolvent Taxpayer's property and pledged under a Supplemental Indenture as	
security  for  the  Affected Bonds  are  collectively  refened  to  herein  as  the  "Affected  Special	
Assessments."  The Master Indenture contains the following provisions which, pursuant to the	
Indenture, shall be applicable both before and after the commencement, whether voluntary or	
involuntary, of any case, proceeding or other action by or against any owner of any tax parcel	
subject to the Affected Special Assessments (herein, an "Insolvent Taxpayer") under any existing	
or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment	
for the benefit of creditors, or relief of debtors (a "Proceeding").	For as long as any Affected	
Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the	
Affected Bonds or the  Affected Special Assessments, the District shall be obligated to  act in	
accordance with any direction from the Trustee with regard to all matters directly or indirectly	
affecting  at  least  three  percent  (3%)  of the  Outstanding  aggregate  principal  amount  of the	
Affected Bonds or for as long as any Affected Bonds remain Outstanding, in any proceeding	
involving  the  District,  any  Insolvent  Taxpayer,  the  Affected  Bonds  or  the  Affected  Special	
Assessments or the Trustee.  The District has agreed in the Master Indenture that it shall not be a	
defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not	
complying with this covenant.					
In  the  Master  Indenture,  the  District  will  acknowledge  and  agree  that,  although  the	
Affected Bonds were issued by the District, the Owners of the Affected Bonds are categorically	
the party with the ultimate financial stake in the transaction and, consequently, the pmiy with a	
vested and pecuniary interest in a Proceeding.	In the event of any Proceeding involving any	
Insolvent Taxpayer:  (a) the District has agreed in the Master Indenture that it shall follow the	
direction of the Trustee in making any election, giving any consent, commencing any action or	
filing  any  motion,  claim,  obligation,  notice  or  application  or  in taking  any  other  action  or	
position in any Proceeding or in any action related to a Proceeding that affects, either directly or	
indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee	
under the Indenture; (b) the District has agreed in the Master Indenture that it shall not make any	
election, give any consent, commence any action or file any motion, claim, obligation, notice or	
application or take any other action or position in any Proceeding or in any action related to a	
Proceeding  that  affects,  either  directly  or  indirectly,  the  Affected  Special  Assessments,  the	
Affected Bonds or any rights of the Trustee under the Indenture that is inconsistent with any	
direction from the Trustee; (c) the Trustee shall have the right, but is not obligated to, (i) vote in	
any such Proceeding any and all claims of the District, or (ii) file any motion, pleading, plan or	
objection in any such Proceeding on behalf	of the District, including without limitation, motions	
seeking relief from the automatic stay, dismissal	of the Proceeding, valuation of the prope1iy	
belonging to  the Insolvent Taxpayer,  termination	of exclusivity,  and objections to  disclosure	
statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking	
approval of sales or post-petition financing.	If the Trustee chooses to exercise any such rights,	
the District shall be deemed to have appointed the Trustee as its agent and granted to the Trustee	
an irrevocable power of attorney coupled with an interest,  and	its proxy,  for the purpose  of	

17

exercising any and all rights and taking any and all actions available to the District in connection	
with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file	
and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan,	
and to make any election under Section 1111 (b) of the Bankruptcy Code andshall(d)the District	
not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in	
good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the	
Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is	
adverse to Trustee's enforcement of the District claim and rights with respect to the Affected	
Special Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy	
Code).	Without limiting the generality	of the foregoing, the District has agreed in the Master	
Indenture that the Trustee shall have the right (i) to file a proof of claim with respect to the	
Affected  Special  Assessments,  (ii)  to  deliver  to  the  District  a  copy  thereof,  together  with	
evidence  of the  filing  with the  appropriate  court  or  other authority,  and  (iii)  to  defend  any	
objection filed  to  said proof of claim.	See  "BONDOWNERS' RISKS  -  Bankruptcy Risks"	
herein.			

Events

of

Default and Remedies

The Master Indenture provides that each of the following shall be an "Event of Default"	
under the Indenture, with respect to the Series 2018 Bonds:	
(a)	if payment of any installment of interest on any  Series 2018 Bond is not made	
when it becomes due and payable; or		
(b)	if payment of the principal or Redemption Price of any Series 2018 Bond is not	
made when it becomes due and payable at maturity or upon call or presentation for redemption;	
or			
(c)	if the District, for any reason, fails in, or is rendered incapable of, fulfilling its	
obligations under the Indenture or under the Act, as determined by a majority of the Holders of	
the Series 2018 Bonds; or		
(d)	if the District proposes  or makes	an assignment for the benefit of creditors or	
enters  into	a composition agreement with all  or	a material part of its  creditors,  or a trustee,	
receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or	
dissimilar, is appointed for the District or any of its assets or revenues, or there is commenced	
any  proceeding  in  liquidation,  bankruptcy,  reorganization,  arrangement  of  debts,  debtor	
rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the District	
and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or	
(e)	if the District defaults in the due and punctual performance of any other covenant	
in the Indenture or in any Series 2018 Bond and such default continues for sixty (60) days after	
written notice requiring the same to be remedied shall have been given to the District by the	
Trustee, which may give such notice in its discretion and shall give such notice at the written	
request  of the  Holders  of not  less  than  a  majority  in  aggregate  principal  amount  of the	
Outstanding Series 2018 Bonds; provided, however, that if such performance requires work to be	
done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably	

18

be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of		
Default shall be deemed to have occuned or exist if, and so long as the District shall commence		
such  performance  within  such  sixty  (60)  day  period  and  shall  diligently  and  continuously		
prosecute the same to completion; or			
(f)	if at any time the amount in the  Series 2018 Reserve Account is less than the		
Reserve Requirement as a result of the Trustee withdrawing	an amount therefrom to satisfy the		
			
Debt Service Requirement on the  Series 2018  Bonds and such amount has not been restored		
within ninety (90) days of such withdrawal; or			

(g)	if on an Interest Payment Date the amount in the Series 2018 Interest Account, the Series 2018 Principal Account or the Series 2018 Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on the Series 2018 Bonds on such Interest Payment Date (without regard to any amount available for such purpose in the Reserve Account); or

(h)	if, at any time after eighteen months following issuance of the Series 2018 Bonds, more than twenty percent (20%) of the "maintenance special assessments" levied by the District on District lands upon which the Series 2018 Special Assessments are levied to secure the Series
2018 Bonds pursuant to Section 190.021 (3), Florida Statutes, as amended, and collected directly	
by the Districtduehave become	and payable and have not been paid, when due.	
The Trustee shall not be required to rely on any official action, admission or declaration	
by the District before recognizing that an Event of Default under (c) above has occurred.	
No Series 2018 Bonds shall be subject to acceleration.  Upon occurrence and continuance	
of an  Event  of Default  with  respect  to  the  Series  2018  Bonds,  no  optional  redemption  or	
extraordinary mandatory redemption of Series 2018 Bonds pursuant to the Indenture shall occur	
unless all of the Series 2018 Bonds will be redeemed or if 100% of the Holders of the Series	
2018 Bonds agree to such redemption.	
If any  Event  of Default  with respect  to  the  Series  2018  Bonds  has  occurred  and  is	
continuing, the Trustee, in its discretion may, and upon the written request of the Holders of not	
less than a majority of the aggregate principal amount of the Outstanding Series 2018 Bonds and	
receipt of indemnity to its satisfaction shall, in its own name:	

(a)	by mandamus, or other suit, action or proceeding at law or in equity, enforce all

rights of the Holders of the the District to carry out any 2018 Bonds and to perform

Series 2018 Bonds, including, without limitation, the right to require agreements with, or for the benefit of, the Bondholders of the Series its or their duties under the Act;

(b)	bring suit upon the Series 2018 Bonds;

(c)	by action or suit in equity require the District to

an express trust for the Holders of the Series 2018 Bonds;

account

as

if

it were the trustee of

(d)	by action or suit in equity enjoin any acts or things which may be unlawful or in

violation

of

the rights of the Holders of the Series 2018 Bonds; and

19

(e)	by other proceeding in law or equity, exercise all rightsremediesand		provided for		
by any other document or instrument securing the Series 2018 Bonds.							
If any proceeding taken by the Trustee on account of any Event	of	Default with respect to		
the  Series	2018  Bonds	is  discontinued  or  is  determined  adversely	to	the	Trustee,  then  the		
District, the Trustee, the Paying Agent and the Bondholders	of the Series 2018 Bonds shall be		
		though no such proceeding		
restored to their fmmer positions and rights under the Indenture as			
had been taken.										
Subject  to  the  prov1s10ns  of the  Indenture,  the  Holders	of	a	majority  in  aggregate		
principal amount of the  Outstanding Series 2018  Series then subject to  remedial proceedings		
under the Master Indenture shall have the right to direct the method and place of conducting all		
remedial proceedings by the Trustee under the Indenture, provided that such directions shall not		
be otherwise than in accordance with law or the provisions of the Indenture.					
	ENFORCEMENT OF ASSESSMENT COLLECTIONS					
General											
The primary sources of payment for the Series 2018 Bonds are the Series 2018 Special		
Assessments  imposed on lands  in the District specially benefited by the  Series 2018  Project,		
pursuant to the Assessment Proceedings.  See "ASSESSMENT METHODOLOGY AND THE		
ALLOCATION   OF   ASSESSMENTS"   herein   and   "APPENDIX	E:	ASSESSMENT		
METHODOLOGY" attached hereto.									
The determination, order, levy, and collection of Series 2018 Special Assessments	must		
			
be  done  in  compliance  with procedural  requirements  and  guidelines  provided by  State  law.		
Failure by the District, the Polk County Tax Collector (the "Tax Collector") or the Polk County		
Property Appraiser (the "Property Appraiser") to comply with such requirements could result in		
delay in the collection of, or the complete inability to collect, Series 2018 Special Assessments		
during any year.  Such delays in the collection of Series 2018 Special Assessments,	or complete		
				
inability to  collect any Series of the Series 2018  Special Assessments,	would have a material		
		of the debt service		
adverse effect on the ability of the District to make full or punctual payment			
requirements  on  the  corresponding  Series  of Series  2018  Bonds.    See  "BONDOWNERS'		
RISKS." To the extent that landowners fail to pay the Series 2018 Special Assessments, delay		
payments,  or  are  unable  to  pay the  same,  the  successful  pursuance	of collection procedures		
available to  the District	is  essential to  continued payment	of principal	of and interest on the		
corresponding Series of	Series 2018 Bonds.  The Act provides for various methods	of collection		
of delinquent Series 2018 Special Assessments by reference to other provisions of the Florida		
Statutes.	See  "BONDOWNERS'  RISKS"  herein.   The  following  is  a	description  of ce1iain		
statutory provisions of assessment payment and collection procedures appearing in the Florida		
Statutesin but is qualified	its entirety by reference to such statutes.								
Alternative Uniform Tax Collection Procedure for Series 2018 Special Assessments			
Initially, the Developer and any subsequent landowners will directly pay the Series 2018		
Special  Assessments  to  the  District.   As  District Lands  are  platted,  the  Series  2018  Special		
Assessments will be collected pursuant to the Uniform Method (as hereinafter defined), unless		

20

otherwise directed by the Trustee acting at the direction of the majority Owners of the Series		
2018	Bonds.	At such time as the Series 2018 Special Assessments are collected pursuant to	the		
Unifo1m Method, the provisions of	this section shall become applicable.  The Florida Statutes		
provide that, subject to certain conditions, non-ad valorem special assessments may be collected		
by using the uniform method (the "Uniform Method") of collection.  The Uniform Method of		
collection  is  available  only  in the  event the  District complies  with  statutory  and  regulatory		
requirements  and  enters  into  agreements  with  the  Tax  Collector  and  Prope11y	Appraiser		
providing for the Series 2018 Special Assessments to be levied and then collected in this manner.		
The District's election to use a certain collection method with respect to the Series 2018 Special		
Assessments does not preclude it from electing to use another collection method in the future.		
See  "-Foreclosure"  below with respect to  collection of delinquent assessments not collected		
pursuant to the Unifo1m Method.									
	If the Unifmm Method of collection is utilized, the Series 2018	Special Assessments	will		
					
be collected together with City, County, special district, and other ad valorem taxes and non-ad		
valorem assessments, all of which will appear on the tax bill (also referred to as	a "tax notice")		
issued to each landowner in the District.  The statutes relating to enforcement	of ad valorem		
					
taxes and non-ad valorem assessments provide that such taxes and assessments become due and		
payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is		
received by the Tax Collector, and constitute a lien upon the land from January 1 of such year		
until paid or bmred by operation of law.  Such taxes and assessments (including the Series 2018		
Special  Assessments,  if any,  being collected  by  the Uniform  Method)  are  to		be	billed,	and		
landowners in the District are required to pay all such taxes and assessments, without preference		
in payment of any pm1icular increment of the tax bill, such as the increment owing for the Series		
2018	Special Assessments.  Upon any receipt of moneys by the Tax Collector from the Series		
2018	Special Assessments, such moneys will be delivered to the District, which will remit such		
Series 2018 Special Assessments to the Trustee for deposit to the corresponding	Series Revenue		
		2018  Special		
Account  within  the  Revenue  Fund,  except  that  any  Prepayments	of	Series			
								
Assessments shall be deposited to the conesponding Series Prepayment Subaccount within the		
con-esponding Series Bond Redemption Account of the Bond Redemption Fund created under		
the applicable Indenture and applied in accordance therewith.								
	All  City,	County, school and special district, including the District,  ad valorem taxes,		
non-ad valorem special assessments, including the Series 2018 Special Assessments,	and voter-		
				
approved ad valorem taxes levied to pay principal of and interest on bonds, are payable at one		
time, except for partial payment schedules as may be provided by Sections	197.374 and 197.222,		
Florida Statutes.	Pm1ial payments	made pursuant to  Sections  197 .3	7 4	and  197 .222,  Florida		
Statutes,  are  distributed  in  equal  prop011ion  to  all  taxing  districts  and  levying  authorities		
applicable to that account.  If a taxpayer does not make complete payment	of the total amount, he		
or she cannot designate specific line items on his or her tax bill as deemed paid in full.  In such		
cases, the tax Collector does not accept such pm1ial payment and the pm1ial payment is returned		
to the taxpayer.	Therefore, in the event the Series 2018 Special Assessments m·e	to be collected		
pursuant to the Unifo1m Method, any failure to pay any one line item, would cause the Series		
2018	Special Assessments to not be collected to that extent,  which could have  a	significant		
adverse effect on the ability of the District to make full or punctual payment of	the debt service		
requirementsSeries	on the conesponding	of Series 2018 Bonds.								

21

Under  the  Uniform  Method,  if	the  Series  2018  Special  Assessments	are  paid	during		
											
November when due or during the following three months, the taxpayer is granted a variable		
discount equal to 4% in November and decreasing one percentage point per month to	1% in		
February. All unpaid taxes and assessments	become delinquent on April 1 of the year following		
																										
assessment. The Tax Collector is required to collect the ad valorem taxes and non-ad valorem		
special  assessments  on the  tax bill	prior to  April  1 and,  after	that  date,  to		institute		statutory		
procedures upon  delinquency  to  collect such taxes  and		assessments	through the  sale	of	"tax		
									may result in a		
certificates," as discussed below.  Delay in the mailing of tax notices to taxpayers			
									
delay throughout this process.																													
Neither the District nor the Underwriter		can give any assurance to  the  holders	of the		
																								
Series 2018 Bonds (1) that the past experience	of the Tax Collector with regard to tax and special		
																									
assessment delinquencies is applicable in any way to the Series 2018 Special Assessments, (2)		
that  future  landowners  and  taxpayers  in	the		District		will  pay  such		Series		2018	Special		
Assessments, (3) that a market may exist in the future for tax certificates	in the event	of sale	of		
		eventual  sale	of	tax		
such  certificates  for  taxable  units	within	the  District,		and	(4)		that	the						
																				pay		
certificates for real property within the District,	if any, will be for an amount sufficient to			
										of the Series 2018 Special		
amounts due under the Assessment	Proceedings to discharge the lien			
																													
Assessments and all other liens that are coequal therewith.																			
Collection of delinquent Series 2018 Special Assessments	under the Uniform Method is,		
																
in essence, based upon the sale by the Tax Collector	of	"tax certificates" and remittance of the		
																				In		
proceeds of such sale to the District for payment of the Series 2018 Special Assessments due.			
the  event  of a  delinquency  in  the	payment	of	taxes	and	assessments	on		real	property,	the		
											ad		
landowner  may,  prior  to  the  sale	of	tax  certificates,	pay	the	total	amount		of		delinquent			
													
valorem taxes and non-ad valorem	assessments plus the cost of advertising	and the applicable		
													
							taxes and assessments.	If the landowner does		
interest charge on the amount of such delinquent				
not act, the Tax Collector is required	to attempt to sell tax certificates on such property to the		
																												
person who pays the delinquent taxes and assessments owing, penalties and interest thereon and		
certain costs, and who accepts the lowest interest rate per annum to be borne	by the certificates		
(but not more than 18% ).  Tax certificates are sold by public bid.		If there are no bidders, the tax		
certificate is issued to the County.  The County is to hold, but not pay for, the tax certificate with		
respect to the property, bearing interest at the maximum	legal rate of interest	( cunently 18% ).		
				are "struck off' (issued) to the		
The Tax Collector does not collect any money if tax certificates				
																	
County.  The County may sell such certificates to the public at any time at the principal amount		
thereof plus interest at the rate of not more than 18% per annum and a fee.		Proceeds	from the		
								
sale of tax certificates are required to be used to pay taxes and assessments	(including the Series		
				described  in the		
2018  Special Assessments),  interest,	costs	and		charges		on	the		real	property			

certificate. The demand for such certificates is dependent upon various factors, which include the		
rate of interest that can be earned by ownership	of such certificates and the underlying value	of		
the land that is the subject of such certificates and which may be subject to sale at the demand of		
the certificate holder.  Therefore, the underlying	market value of the property within the District		
																								
may affect the demand for certificates	and the successful collection of the Series 2018 Special		
									of the  c01Tesponding Series		of Series		
Assessments, which are the primary	source of payment						
																			by	or		against	a		
2018  Bonds.    Legal  proceedings  under  Federal  bankruptcy  law  brought							
landowner who has not yet paid his or her property taxes or assessments would likely result in a		
delay in the sale of tax certificates.																													

22

Any tax certificate in the hands of a person other than the County may be redeemed and	
canceled, in whole or in part (under certain circumstances), at any time before a tax deed is	
issued or the property is placed on the list of lands available for sale, at a price equal to the face	
amount of the certificate or portion thereof together with all interest, costs, charges and omitted	
taxes due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax	
ce1iificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates	is	
zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits	to	
the holder of the tax certificate such proceeds less service charges, and the ce1iificate is canceled.	
Redemption of tax certificates held by the County is	effected by purchase of such certificates	
from the County, as described in the preceding paragraph.			
Any holder, other than the County, of a tax certificate that has not been redeemed has	
seven years from the date of issuance of the tax ce1iificate during which to act against the land	
that is the subject of	the tax ce1iificate. After an initial period ending two years from April 1	of	
the year of issuance	of a certificate, during which period actions against the land are held in	
abeyance to  allow for  sales and redemptions  of tax  certificates,  and before the expiration	of	
seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the	
subject land. The applicant is required to	pay to the Tax Collector at the time of application all	
amounts required to redeem or purchase all outstanding tax ce1iificates covering the land, plus	
interest, any omitted taxes or delinquent taxes and interest, and current taxes,  if due.	If the	
County holds a tax certificate on prope1iy valued at $5,000 or more and has not succeeded in	
selling it, the County must apply for a tax deed two years after April 1 of the year of issuance	of	
the  certificate.  The  County pays  costs  and fees  to the Tax Collector but not any  amount to	
redeem any other outstanding ce1iificates covering the land. Thereafter, the prope1iy is advertised	
for public sale.							
In any such public sale conducted by the Clerk	of the Circuit Comi, the private holder	of	
the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a	
minimum bid equal to the amount required to redeem the tax ce1iificate, charges for the cost	of	
sale, including costs incurred for the service of notice required by statute, redemption of other	
tax certificates on the land, and the amount paid by such holder in applying for the tax deed, plus	
interest thereon. In the case	of homestead property, the minimum bid is also deemed to include,	
in addition to the amount of	money required for the minimum bid on non-homestead prope1iy, an	
amount equal to one-half of the latest assessed value	of the homestead. If there are no higher	
bids, the holder receives title to the land, and the amounts paid for the certificate and in applying	
for a tax deed are credited toward the purchase price.	If there are other bids, the holder may	
enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds	of such	
sale needed to redeem the tax certificate, and all other amounts paid by such person in applying	
for a tax deed, are forwarded to the holder thereof or credited to such holder if such holder is the	
successful bidder.  Excess proceeds are distributed first to satisfy governmental liens against the	
land and then to the  former title holder	of the prope1iy (less  service  charges),  lienholder	of	
record, mo1igagees of record, vendees of	recorded contracts for deeds, and other lienholders and	
any other person to whom the land was last assessed on the tax roll for the year in which the land	
was assessed, all as their interest may appear.				

23

	Except for certain governmental liens and certain restrictive covenants and restrictions,		
no right, interest, restriction or other covenant survives the issuance of a tax deed.  Thus, for		
example, outstanding m01igages on prope1iy subject to a tax deed would be extinguished.		
	If there are no bidders at the public sale, the County may, at any time within ninety (90)		
days  from  the  date  of offering  for  public  sale,  purchase  the  land  without  fmiher  notice  or		
advertising for  a statutorily prescribed opening bid.  After ninety  (90)  days  have passed,  any		
person or governmental unit may purchase the land by paying the amount of the opening bid.  Ad		
valorem taxes and non-ad valorem assessments  accruing after the date  of public sale do  not		
require repetition of the bidding process but are added to the minimum bid. Three years from the		
date of delinquency, unsold lands escheat to the County in which they are located and all tax		
certificates and liens against the property are canceled and a deed is executed vesting title in the		
governing board of such County.				
Foreclosure				
	The  following  discussion  regarding  foreclosure  is  not  applicable  if the  Series  2018		
Special Assessments are being collected pursuant to the Unifo1m Method.  In the event that the		
District itself directly levies and enforces, pursuant to Chapters 170 and 190, Florida Statutes, the		
collection of the Series 2018 Special Assessments levied on the land within the District, Chapter		
170.10,	Florida Statutes provides that upon the failure of any property owner to pay all or any		
paii of the principal of a special assessment, including a Series 2018 Special Assessment, or the		
interest thereon, when due, the governing body of the entity levying the assessment is authorized		
to	commence  legal  proceedings  for  the  enforcement	of  the	payment  thereof,  including		
			foreclosure  proceeding in the		
commencement of an action in chancery,  commencement of a			
same manner as the foreclosure of a real estate mortgage, or commencement of an action under		
Chapter	173, Florida Statutes relating to foreclosure  of municipal tax and special assessment		
liens.  Such a proceeding is in rem, meaning that it is brought against the land not against the		
owner.	In light of the one year tolling period required before the District may commence a		
foreclosure action under Chapter 173, Florida Statutes, it	is likely the District would commence		
an action to foreclose in the same manner as the foreclosure of a real estate m01igage rather than		
proceeding under Chapter 173, Florida Statutes.				

Enforcement of the obligation to pay Series 2018 Special		
foreclose the lien of such Series 2018 Special Assessments	upon		
			
2018 Special Assessments may not be readily available or may be		
dependent upon judicial action which is often subject to discretion		

Assessments and the ability to the failure to pay such Series limited as such enforcement is and delay.

	BONDOWNERS' RISKS			
There are ce1iain risks inherent in an investment in bonds issued by a public authority or		
governmental body in the State and secured by special assessments.	Certain of these risks are		
			
described in other sections of this Limited Offering Memorandum.  Ce1iain additional risks are		
associated  with the  Series	2018  Bonds  offered hereby  and  are  set fo1ih below.   Prospective		
investors in the Series 2018	Bonds should have such knowledge and experience in financial and		
business matters to be capable of evaluating the merits and risks of an investment in the Series		
2018  Bonds  and have the ability to  bear the economic risks of such prospective investment,		

24

including a complete loss of such investment. This section does not purpmi to summarize all risks that may be associated with purchasing or owning the Series 2018 Bonds, and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the Series 2018 Bonds.

Concentration

of

Land Ownership

As  of the  date  of delivery of	the  Series 2018  Bonds,  the  Developer owns  all  of the		
assessable lands within the Series 2018	Assessment Area, which are the lands that will be subject		
to the Series	2018 Special Assessments securing the Series	2018 Bonds.	Payment	of the Series		
2018 Special Assessments is primarily dependent upon their timely payment by the Developer		
and the other future landowners in Series 2018 Assessment Area.	Non-payment	of the Series		
2018  Special Assessments by any of the landowners would have	a substantial adverse impact		
upon  the  District's  ability  to  pay  debt  service  on  the  Series	2018	Bonds.		See	"THE		
DEVELOPER" and "SECURITY FOR AND SOURCE OF	PAYMENT OF THE SERIES	2018		
BONDS" herein.													
Bankruptcy and Related Risks											
In the event	of the institution of bankruptcy or similar proceedings with respect to the		
Developer or any other owner of	benefited property, delays could occur in the payment of debt		
service on the Series 2018 Bonds,	as such bankruptcy could negatively impact the ability of:  (i)		
the Developer and any other landowner to pay the Series 2018 Special Assessments;	(ii) the Tax		
					
Collector to  sell tax ce1iificates  in relation to  such property  with respect to the  Series	2018		
Special Assessments being collected pursuant to the Uniform Method; and (iii) the District to		
foreclose the lien of the Series 2018	Special Assessments	not being collected pursuant to the		
					of the Series		
Uniform Method.  In addition, the remedies available to the Owners of each Series			
2018 Bonds under the Indenture are in many respects dependent upon judicial actions which are		
often subject to discretion and delay.  Under existing constitutional and statutory law and judicial		
decisions, the remedies specified by federal,  state and local law and in the Indenture and the		
Series 2018	Bonds, including, without limitation, enforcement of the obligation to pay Series		
2018 Special Assessments and the ability of the District to foreclose the lien of the Series 2018		
Special Assessments if not being collected pursuant to the Uniform Method, may not be readily		
available or may be limited.  The various legal opinions to be delivered concunently with the		
delivery	of	the	Series  2018  Bonds	(including  Bond  Counsel's	approving  opinion)  will  be		
qualified	as	to the	enforceability	of the  various  legal instruments  by limitations  imposed by		
bankruptcy,  reorganization,  insolvency  or other similar laws  affecting the  rights		of	creditors		
enacted before or after such delivery.  The inability, either partially or fully, to enforce remedies		
available with respect to a Series of the Series 2018 Bonds could have a material adverse impact		
on the interest of	the Owners thereof.										
A	2011	bankruptcy  comi  decision  in  Florida  held  that  the  governing  body	of  a		
community development district, and not the bondholders or indenture trustee, was the creditor		
of the landowners/debtors in bankruptcy with respect to claims for special assessments,	and thus		
				
only the  district could vote to  approve  or disapprove  a reorganization	plan submitted by the		
							
debtors in the case.	The district voted in favor of the plan.	The governing body of the district		
was  at  that	time	elected  by  the  landowners  rather  than  qualified	electors.		Under  the		

25

reorganization  plan  that  was  approved,  a  two-year  moratorium  was  placed  on  the  debtor		
landowners' payment	of special assessments. As	a result of this non-payment	of assessments,		
debt service payments on the district's bonds were delayed for two years or longer. The Master		
Indenture provides for the delegation of certain rights from the District to the Trustee in the event		
of a bankruptcy or similar proceeding with respect to		an insolvent "Landowner"	(as previously		
							
defined).	See  "SECURITY FOR  AND  SOURCE	OF  PAYMENT	OF	THE  SERIES  2018		
BONDS -	Master Indenture Provisions Relating to Bankruptcy or Insolvency	of	a Landowner."		
The District cannot express any view whether such delegationbe would	enforceable.				
Series 2018 Special Assessments Are Non-Recourse														
The principal security for the payment of	the principal and interest on the Series 2018		
Bonds is the timely collection of the Series 2018 Special Assessments.	The Series 2018 Special		
			of	the land subject		
Assessments	do  not constitute	a personal indebtedness of	the landowners				
thereto, but are secured by a lien on such land.	There is no assurance that the Developer or		
subsequent landowners will be able to pay the Series 2018 Special Assessments	or that they will		
	so.  Neither the		
pay such Series 2018 Special Assessments even though financially able to	do			
Developer nor any other subsequent landowners have any personal obligation to	pay the Series		
2018 Special Assessments.  Neither the Developer nor any subsequent landowners are guarantors		
of payment  of any  Series 2018  Special Assessment,  and the  recourse  for  the  failure  of	the		
Developer or any subsequent landowner to pay the Series 2018 Special Assessments is limited to		
the  collection  proceedings  against  the  land  subject  to  such  unpaid  Series  2018  Special		
Assessments,	as  described  herein.  Therefore  the  likelihood  of	collection  of	the  Series  2018		
Special Assessments may ultimately depend on the market value	of the land subject to the Series		
2018 Special Assessments.  While the ability of the Developer or subsequent landowners to pay		
the Series 2018  Special Assessments is a relevant factor, the willingness	of the Developer or		
subsequent landowner to pay the taxes, which may also be affected by the value of	the land		
subject  to	taxation,	is  also  an  important  factor  in  the  collection	of	Series	2018	Special		
Assessments.	The failure of the Developer or subsequent landowners to	pay the Series 2018		
Special Assessments could render the District unable to collect delinquent Series 2018 Special		
Assessments, if any, and provided such delinquencies	are significant, could negatively impact		
				of	debt	service	on	the		
the  ability	of the  District  to	make  the  full  or  punctual  payment							
conesponding Series	of Series 2018 Bonds.															
Regulatory and Environmental Risks															
The  development of the District Lands is subject to  comprehensive	federal,  state	and		
							
local regulations  and future  changes to  such regulations.	Approval is required from  various		
												
public agencieswith, in connection	among other things, the design, nature and extent of planned		
improvements, both public and private, and construction of	the infrastructure	in accordance with		
									
applicable zoning, land use and environmental regulations.  Although all such approvals required		
to date have been received and any further approvals are anticipated	to be received as	needed,		
failure  to  obtain any  such approvals  in a timely  manner could delay  or adversely  affect the		
completion of the development of the District Lands.  See "THE DEVELOPMENT-Zoning	and		
Permitting,"for herein	more infmmation.															

26

The  value	of	the  land  within  the  District,	the  success	of  the  Development,  the	
development of Series	2018 Assessment Area and the likelihood of	timely payment of principal	
and interest on the Series 2018 Bonds could be affected by environmental factorsrespectwith		to	
the land in the District.   Should the land be contaminated by hazardous materials, this could	
materially and adversely affect the value of the land in the District, which could materially and	
adversely affect the success of the development of the lands within the District and the likelihood	
of the timely payment	of the Series 2018 Bonds.  The District has not perfo1med, nor has the	
District requested that there  be performed  on  its  behalf,  any independent  assessment	of	the	
environmental conditions within the District.  See "THE DEVELOPMENT - Environmental" for	
infmmation on environmental site assessments obtained or received.  Nevertheless, it is possible	
that hazardous environmental conditions could exist within the District or in the vicinity	of	the	
District and that such conditions could have a material and adverse impact upon the value	of	the	
benefited  lands  within  the  District.   No  assurance  can  be  given  that  unknown  hazardous	
materials, protected animals or vegetative species, etc., do not currently exist or may not develop	
in the future,  whether originating within the District or from  surrounding prope1iy,  and what	
effect such may have on the development or sale of the lands in the District.			
The  value	of the lands  subject to the  Series 2018  Special Assessments could also  be	
adversely impacted by flooding or wind damage caused by hurricanes, tropical sto1ms, or other	
catastrophic events. In addition to potential damage or destruction to any existing development	
or  construction in  or near the  District,  such catastrophic  events  could potentially render the	
District Lands unable to suppo1i future development. The occurrence of any such events could	
materially adversely impact the District's ability to pay principal and interest on the Series 2018	
Bonds. The Series	2018 Bonds are not insured, and the District's casualty insurance policies do	
notlossesinsure against		incuned on private lands within its boundaries.			
Economic Conditions and Changes in Development Plans				
The  successful  development  of the  Series  2018  Assessment  Area  and  the  sale	of	
residential units therein, once such homes are built, may be affected by unforeseen changes in	
general economic conditions, fluctuations in the real estate market and other factors beyond the	
control of the Developer.  Moreover, the Developer has the right to modify or change plans for	
development  of the  Development from  time  to  time,  including,  without  limitation,  land  use	
changes, changes in the overall land and phasing plans, and changes to the type, mix, size and	
number of units to be developed, and may seek in the future, in accordance with and subject to	
the provisions of the Act, to contract or expand the boundaries of the District.			
Other Taxes and Assessments					
The  willingness  and/or  ability  of an  owner  of	benefited  land to  pay the  Series	2018	
Special Assessments could be affected by the existence	of other taxes and assessments imposed	
upon such property by the District, the County or any other local  special purpose  or general	
purpose governmental entities. County, school, special district taxes and special assessments, and	
voter-approved ad valorem taxes levied to pay principal of and interest on debt, including the	
Series 2018 Special Assessments, collected pursuant to the Unifo1m Method are payable at one	
time.  Public entities whose boundaries overlap those of the District, could, without the consent	
of the owners of the land within the District, impose additional taxes on the prope1iy within the	

27

District.  The District anticipates imposing operation and maintenance assessments encumbering	
the  same  prope1iy  encumbered by the  Series  2018  Special  Assessments.	In  addition,  lands	
within the District may also  be subject to  assessments by prope1iy owners'  and homeowners'	
associations.	See  "THE	DEVELOPMENT	Taxes,  Fees  and  Assessments"  for  additional	
information.					
Under Florida law,	a landowner may contest the assessed valuation dete1mined for its	
prope1iy that forms the basis of ad-valorem taxes such landowner must pay. During this contest	
period, the sale of a tax ce1iificate under the Uniform Method will be suspended. If the Series	
2018  Special  Assessments  are  being  collected  along  with  ad  valorem  taxes  pursuant  to  the	
Uniform  Method,  tax  certificates  will  not  be  sold  with  respect  to  such  Series  2018  Special	
Assessment, even though the landowner is not contesting the amount of the Series 2018 Special	
Assessment.  However,  Section  194.014,  Florida  Statutes,  requires  taxpayers  challenging  the	
assessed value	of their property to pay all non-ad valorem taxes and at least 75% of their ad	
valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of	
an exemption or classification or a determination that their improvements were  substantially	
complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they	
admit in good faith to be owing. If a taxpayer fails to pay prope1iy taxes as set fo1ih above, the	
Value Adjustment Board considering the taxpayer's challenge is required to deny such petition	
by written decision by April 20 of such year.			
Limited Secondary Market for Series 2018 Bonds		
The Series 2018 Bonds may not constitute a liquid investment, and there is no assurance	
that a liquid secondary market will exist for the Series 2018 Bonds in the event an Owner thereof	
determines to solicit purchasers for the Series 2018 Bonds.  Even if a liquid secondary market	
exists, there can be no assurance as to the price for which the Series 2018 Bonds may be sold.	
Such price may be lower than that paid by the current Owners of each Series	of the Series 2018	
Bonds,  depending on the progress  of development of the  Development and the  lands  within	
Series 2018  Assessment Area of the  District,  as  applicable,  existing real estate  and financial	
market conditions and other factors.			

Inadequacy

of

Reserve Account

Some of	the risk factors discussed herein, which, if materialized, would result in a delay	
in the collection	of the Series 2018 Special Assessments, may not adversely affect the timely	
payment of debt service on a Series of the Series 2018 Bonds because of the Reserve Account	
conesponding to such Series. The ability of the Reserve Account to fund deficiencies caused by	
delinquencies in the cmTesponding Series 2018 Special Assessments is dependent on the amount,	
duration and frequency of such deficiencies. Moneys on deposit in the Reserve Account may be	
invested in ce1iain obligations pe1mitted under the Indenture.  Fluctuations in interest rates and	
other market factors  could affect the amount of moneys in such Reserve Account to make up	
deficiencies.  If the District has difficulty in collecting the Series 2018 Special Assessments, the	
Reserve Account could be rapidly depleted and the ability of the District to pay debt service on	
the conesponding Series of the Series 2018 Bonds could be materially adversely affected.  In	
addition,  during an Event of Default under the Indenture, the Trustee may withdraw moneys	
from the Reserve Account and such other Funds, Accounts and subaccounts created under the	

28

Indenture to pay its extraordinary fees and expenses incmTed in connection with such Event of	
Default.  If in fact the Reserve Account is accessed for any purpose, the District does not have a	
designated revenue source for replenishing such account.   Moreover, the District may not be	
pe1mitted to re-assess real prope1iy then burdened by the  Series 2018  Special Assessments in	
order to provide for the replenishment of the Reserve Account.   See "SECURITY FOR AND	
SOURCE OF PAYMENT OF THE SERIES 2018 BONDS	Reserve Account" herein for more	
infmmation about the Reserve Account.					
Legal Delays								
shouldtheIf	District	commence a foreclosure action against a landowner for nonpayment	
of  Series  2018  Special  Assessments,  such  landowner  and/or  its  m01igagee(s)  may  raise	
affomative  defenses  to  such  foreclosure  action.  Although  the  District  expects  that  such	
affomative defenses would likely be proven to be without merit, they could result in delays in	
completing the foreclosure  action.	In addition, the District is required under the Indenture to	
fund the costs of such foreclosure.	It is possible that the District will not have sufficient funds	
and will be compelled to request the Holders of conesponding Series of the Series 2018 Bonds to	
allow funds on deposit under the Indenture to be used to pay the costs of	the foreclosure action.	
Under the Code, there are limitations on the amounts of proceeds from each Series	of the Series	
2018 Bonds that can be used for such purpose.					
IRS Examination and Audit Risk						
The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and	
local governments, including bonds issued by community development districts.	In 2016, the	
IRS  concluded  its  lengthy  examination  of  certain  issues	of  bonds  (for  purposes  of this	
subsection, the  "Audited Bonds") issued by Village Center Community Development District	
(the  "Village  Center CDD").	During the  course  of the  audit	of the  Audited Bonds,  Village	
Center CDD received a ruling dated May 30, 2013, in the fo1m	of a non-precedential technical	
advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision	
for purposes	of Section  103(a)	of	the  Code because Village Center CDD was  organized and	
operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either	
directly or throughelected another		state or local government body.  Such a conclusion could lead	
to the fmiher conclusion that the interest on the Audited Bonds was not excludable from gross	
income of the  owners  of	such bonds for federal  income tax purposes.	Village  Center CDD	
received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from	
retroactive  application  of	the  IRS's  conclusion regarding  its  failure  to  qualify  as  a political	
subdivision.  Prior to  the conclusion of the audits, the Audited Bonds were all refunded with	
taxable bonds.  The audit	of the Audited Bonds that were issued for utility improvements were	
closed without change to the tax exempt status of those Audited Bonds on April 25, 2016, and	
the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions	
from entities related to the principal landowner in the Village Center CDD) was closed on July	
14, 2016, without the IRS making a final dete1mination that the interest on the Audited Bonds in	
question was required to be included in gross income.  However, the IRS letter to the Village	
Center CDD with respect to this second set of Audited Bonds noted that the Agency found that	
the Village Center CDD was not a "proper issuer of tax-exempt bonds" and that those Audited	
Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax-	

29

exemption. Although the TAMs  and the letters to the Village Center CDD from the IRS refeITed		
to above are addressed to, and binding only on, the IRS and Village Center CDD in connection		
with the Audited Bonds, they reflect the audit position	of the IRS, and there can be no assurance		
that  the  IRS  would  not  commence  additional  audits  of bonds  issued  by  other  community		
development districts raising issues similar to the issues raised in the case of the Audited Bonds		
based on the analysis set forth in the first TAM or on the related concerns addressed in the July		
14, 2016 letter to the Village Center CDD.							
On  February  23,  2016,  the  IRS  published  proposed  regulations  designed  to  provide		
prospective guidance with respect to potential private business control of issuers by providing a		
new  definition  of	political  subdivision for  purposes	of dete1mining  whether  an  entity  is  an		
appropriate issuer	of bonds the interest on which is excluded from gross income for federal tax		
purposes.  The proposed regulations require that	a political subdivision (i)  have the power to		
exercise at least one sovereign power, (ii) be fo1med and operated for a governmental purpose,		
and  (iii)  have  a governing body controlled by  or have  significant uses	of its fund  or assets		
otherwise controlled by a government unit with all three sovereign powers or by an electorate		
that is not controlled by an unreasonably small number of unrelated electors.   On October 4,		
2017,  the  Treasury  Department  ("Treasury")  announced  that  it  will  withdraw  the  proposed		
regulations, stating that, "while Treasury and the IRS continue to study the legal issues relating		
to political subdivisions, Treasury and the IRS cmTently believe that these proposed regulations		
should  be  withdrawn  in  their  entirety,  and  plan  to  publish  a  withdrawal  of the  proposed		
regulations shortly in the Federal Register.  Treasury and the IRS may propose more targeted		
guidance in the future after further study of the relevant legal issues." Notice of withdrawal of		
the proposed regulations was published in the Federal Register on October 20, 2017.			
It has been reported that the  IRS  has  closed audits  of other community development		
districts in Florida with no change to such districts' bonds' tax-exempt status, but has advised		
such districts that such districts must have public electors within the timeframe established by the		
applicable state law or their bonds may be determined to be taxable retroactive to the date of		
issuance.  Pursuant to the Act, general elections are not held until the later	of six years from the		
date of establishment of the community development	district or the time at which there are at		
					
least 250 qualified electors in the district.  The District, unlike Village Center CDD, was fmmed		
with the intent that it will contain a sufficient number of residents to allow for a transition to		
control by a general electorate. [CmTently, all of the members of the Board of the District were		
elected by the landowners and none were elected by qualified electors.]	The Developer will		
ce1iify as to  its expectations as to the timing of	the transition of control	of the Board of the		
District to qualified electors pursuant to the Act, and its expectations as to compliance with the		
Act by any members of the Board that it elects.	Such ce1iification by the Developer does not		
ensure that such certification shall be determinative	of, or may influence the outcome of any		
						
audit by the IRS, or any appeal from such audit, that may result in an adverse ruling that the		
District is not a political subdivision for purposes	of	Section 103(a) of the Code.  Fmiher, there		
can be no assurance that an audit by the IRS of either Series of the Series 2018 Bonds will not be		
commenced. The District has no reason to believe that any such audit will be commenced, or that		
any  such  audit,  if commenced,  would  result  in  a	conclusion  of  noncompliance	with  any		
				
applicable state or federal law.							

30

Owners of the Series 2018 Bonds are advised that, if the IRS does audit the Series 2018		
Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat		
the District as the taxpayer, and the Owners of the Seriesmay2018 Bonds	have limited rights to		
participate in those proceedings.  The commencement	of such an audit could adversely affect the		
							
market value and liquidity of the Series 2018 Bonds until the audit is concluded, regardless of		
the ultimate outcome.   In addition,  in the event of an adverse dete1mination	by the IRS  with		
					
respect to the tax-exempt status of interest on the Series 2018 Bonds, it is unlikely the District		
will have available revenues to enable it to contest such dete1mination or enter into a voluntary		
financial settlement with the IRS. Further, an adverse determination	by the IRS with respect to		
						
the tax-exempt status of interest on the Series 2018 Bonds would adversely affect the availability		
of any secondary market for the Series 2018 Bonds.  Should interest on the Series 2018 Bonds		
become includable in gross income for federal  income tax purposes, not only will  Owners of		
Series 2018 Bonds be required to pay income taxes on the interest received on such Series 2018		
Bonds and related penalties, but because the interest rate on such Series 2018 Bonds will not be		
adequate to  compensate  Owners of the  Series 2018  Bonds for the income taxes  due on such		
interest, the value of the Series 2018 Bonds may decline.						
THE  INDENTURE  DOES  NOT  PROVIDE  FOR  ANY	ADJUSTMENT	IN	THE		
					
INTEREST  RATE  ON  THE  SERIES  2018  BONDS  IN  THE  EVENT  OF	AN  ADVERSE		
DETERMINATION BY THE  IRS  WITH RESPECT TO  THE  TAX-EXEMPT STATUS  OF		
INTEREST  ON  THE  SERIES  2018  BONDS.   PROSPECTIVE	PURCHASERS  OF  THE		
						
SERIES 2018 BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE SERIES		
2018  BONDS  IN  THE  EVENT  THAT  THE  INTEREST  ON  THE  SERIES  2018  BONDS		
BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT	BE A		
POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES	ACT		
			
(AS HEREINAFTER DEFINED).							

Loss

of

Exemption from Securities Registration

Since the Series 2018 Bonds have not been and will not	be registered under the Securities		
Act of 1933,  as  amended  (the  "Securities Act"),  or  any  state  securities  laws,  because	of the		
exemption for political  subdivisions,  if the District is  ever deemed,  by the  IRS, judicially or		
otherwise, not to be a political subdivision for purposes of	the Code, it is possible that federal or		
state regulatory authorities could also determine that the District is not a political subdivision for		
purposes of the federal  and state securities laws.   Accordingly, the District and purchasers of		
Series  2018  Bonds  may  not  be  able  to  rely  on  the  exemption  from  registration  under  the		
Securities Act relating to securities issued by political subdivisions.  In that event, the Owners of		
the Series 2018 Bonds would need to ensure that subsequent transfers of the Series 2018 Bonds		
are  made pursuant to  a transaction that  is  not  subject to  the registration requirements	of the		
			
Securities Act.						
Federal Tax Reform						
During recent years, legislative proposals have been introduced in Congress, and in some		
cases  enacted,  that  altered  certain federal  tax  consequences	resulting  from  the  ownership  of		
				
obligations  that  are  similar  to  the  Series  2018  Bonds.	In  some  cases  these  proposals  have		
contained provisions that altered these consequences	on a retroactive basis.  Such alteration of		

31

federal tax consequences may have affected the market value of obligations similar to the Series	
2018 Bonds.  From time to time, legislative proposals are pending which could have an effect on	
both the federal tax consequences resulting from ownership of the Series 2018 Bonds and their	
market value.   No  assurance  can be  given that  additional  legislative  proposals  will  not  be	
introduced or enacted that would or might apply to, or have an adverse effect upon, the Series	
2018 Bonds. Prospective purchasers of the Series 2018 Bonds should consult their tax advisors	
as  to  the  impact  of any  proposed  or  pending  legislation  as  well  as  the  impact  of federal	
legislation enacted in December 2017. See also "TAX MATTERS."	
State Tax Reform		
It is impossible to predict what new proposals may be presented regarding ad valorem tax	
refo1m and/or community development districts  during upcoming legislative sessions, whether	
such new proposals or any previous proposals regarding the same will be adopted by the Florida	
Senate and House  of Representatives  and signed by the  Governor,  and,  if adopted, the  fo1m	
thereof.  On October 31, 2014, the Auditor General of the State released a 31-page repmi which	
requests  legislative  action  to  establish  parameters  on  the  amount  of bonds  a  community	
development district may issue  and provide additional oversight for  community development	
district bonds.  This report renews requests madethe by	Auditor General in 2011 that led to the	
Governor of the State issuing an Executive Order on January 11, 2012 (the "Executive Order")	
directing the Office of Policy and Budget in the Executive Office of the Governor ("OPB") to	
examine the role of special districts in the State.  As of the date hereof, the OPB has not made	
any recommendations pursuant to the Executive Order nor has the Florida legislature passed any	
related legislation.  It is impossible to predict with certainty the impact that any existing or future	
legislation will or may have on the security for the Series 2018 Bonds.  It should be noted that	
Section 190 .16(14) of the Act provides in pe1iinent paii that "The state pledges to the holders of	
any bonds issued under the Act that it will not limit or alter the rights of the district to levy and	
collect the ... assessments ... and to fulfill the terms of any agreement made with the holders of	
such bonds ... and that it will not impair the rights or remedies of such holders."	

Insufficient Resources or Other Factors Causing Failure Project or the Construction of Homes within the Series 2018

to Complete the Series 2018 Assessment Area

The cost to finish the Series 2018 Project will exceed the net proceeds from the Series	
2018  Bonds.   There  can be no  assurance,  in the  event the District does  not have  sufficient	
moneys  on hand to  complete the  Series 2018  Project, that the District will be  able to  raise,	
through the issuance of additional bonds or otherwise, the moneys necessary to complete the	
Series 2018 Project.  Further, pursuant to the Indenture, the District will covenant and agree that	
the  District shall not to  issue  any other Bonds  or other debt  obligations  secured by  Special	
Assessments on assessablethelands within	Series 2018 Assessment Area for any capital project	
until the Series 2018 Special Assessments are Substantially Absorbed.  See "SECURITY FOR	
AND  SOURCE OF  PAYMENT OF  THE Series 2018  Bonds -  Additional Bonds"  for  more	
info1mation.		
Although the Developer will agree to fund or cause to be funded the completion of the	
Series 2018 Project regardless of the insufficiency of proceeds from the Series 2018 Bonds and	
will enter into a completion agreement with the District as evidence thereof, there can be no	

32

assurance that the Developer will have sufficient resources to do so. Such obligation of the Developer is an unsecured obligation, and the Developer is a special-purpose entity whose assets consist primarily of its interest in the Series 2018 Assessment Area. See "THE DEVELOPER" herein for more information.

Further, there is a possibility that, even if the Series 2018 Assessment Area is developed, the Builders may not close on all or any of the lots therein, and such failure to close could negatively impact the construction of homes in the Series 2018 Assessment Area. The Builder Contracts may also be te1minated by the Builders upon the occmTence or failure to occur of certain conditions set forth therein. Further, even if the lots in the Series 2018 Assessment Area are sold pursuant to the Builder Contracts, there are no assurances that homes will be constructed and sold within the Series 2018 Assessment Area. See "THE DEVELOPMENT - Builder Contracts" herein for more inf01mation about the Builders and the Builder Contracts.

Payment

of

Series 2018 Special Assessments after Bank Foreclosure

In the event a bank forecloses on property because of a default on a mortgage on any of		
the  assessable  lands  within  the  District,  and  then  the  bank  itself fails,  the  Federal  Deposit		
Insurance  Corporation  (the  "FDIC"),  as  receiver,  will  then  become  the  fee  owner  of such		
property.  In such event, the FDIC will not, pursuant to its own rules and regulations, likely be		
liable to pay the  Series 2018  Special Assessments  levied on such property.	In addition, the		
District would require the consent of the FDIC prior to commencing	a foreclosure action.		

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33

ESTIMATED SOURCES AND USES OF FUNDS

The table that follows summarizes the estimated sources and uses of proceeds Series 2018 Bonds:

of

the

Sources of Funds:

Principal Amount

[Less Original Issue Discount]

Total Sources

Total

Series 2018 Bonds
$___

$

Use of Funds: Series 2018 Project Subaccount within the Acquisition and Construction Account Amenity Project Subaccount within the Acquisition and Construction Account Deposit to Series 2018 Interest Account Deposit to Series 2018 Reserve Account Costs oflssuanceOl Total Uses

$----

$ ----

$ =====

(1) Costs of issuance include, without limitation, underwriter's discount, legal fees and other costs associated with the issuance of the Series 2018 Bonds.

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34

DEBT SERVICE REQUIREMENTS

The following tablethesets forth

scheduled debt

service

on

the Series 2018 Bonds:

Period Ending
Mayl

Series 2018 Bonds	Total Debt	
Principal	Interest	Service	

Totals

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35

		THE DISTRICT				
General							
The  District is  an  independent local  unit  of special-purpose  government	of the  State	
created  in  accordance  with  the  Act  by  the  Ordinance  (described  below).	The  District	
encompasses approximately 111  gross acres	of land, located within the City of Davenport (the	
"City") in Polk County.* The District is located along both sides	of North Boulevard west of	
Holly Hill Road.  The District was established under City Ordinance No. 814, which was enacted	
by the City Commission of the City on July 10, 2017, as amended by Ordinance No.	841 enacted	
by the City on March 5,	2018 ( collectively, the "Ordinance").				
Governance							
The Act provides that a five-member Board of Supervisors (the "Board") serves as the	
governing body	of the District.  Members of	the Board (the "Supervisors") must be residents of	
the State and citizens	of the United  States.	Initially,  the  Supervisors were  appointed  in the	
Ordinance.   Within 90	days after formation	of the District, an election was held pursuant to	
which new Supervisors were elected on an at-large basis by the owners of the property within the	
District.   Ownership of land within the District entitles the owner to one vote per acre  (with	
fractions  thereof rounded  upward to  the nearest  whole number).	A  Supervisor serves  until	
expiration of his or her	te1m and until his or her successor is chosen and qualified.	If, during a	
te1m  of office,	a  vacancy  occurs,  the  remaining  Supervisors  may  fill  the  vacancy  by  an	
appointment of	an interim Supervisor for the remainder of the unexpired term.			
The  landowners  in  the  District  elect  two  Supervisors  to  four-year  te1ms  and  three	
Supervisors to two-year te1ms at bi-annual elections.  After the first election of	the Board, the	
next election by landowners will be the first Tuesday in the applicable November.  Thereafter,	
the elections will take place every two years on a date in November established by the Board.	
Upon the later	of six years after the initial appointment of Supervisors and the year when the	
District next attains at least 250 qualified electors, Supervisors whose te1ms are expiring will	
begin to  be elected (as  their te1ms  expire)  by qualified electors	of the District.	A qualified	
elector is a registered voter who is at least eighteen years of age, a resident of the District and the	
State and a citizen of the United States.  At the election where Supervisors are first elected by	
qualified  electors,  two  Supervisors  must  be  qualified  electors  and  be  elected  by  qualified	
electors, each elected to four-year te1ms.  The seat of the remaining Supervisor whose te1m is	
expiring at such election shall be filled by a Supervisor who is elected by the landowners for a	
four-year te1m and who is not required to be a qualified elector.  Thereafter, as te1ms expire, all	
Supervisors  must  be  qualified  electors  and  must  be  elected  by  qualified  electors  to  serve	
staggered four-year terms.					

Notwithstanding the valorem taxing power, prior Supervisors shall be elected

foregoing,  if at  any  time  the  Board	proposes  to  exercise  its  ad	
to the exercise of such power, it shall call an election at which all	
by qualified electors in the District.	Elections subsequent to such	

*

[Discuss expansion]

36

decision shall be held in a manner such that the Supervisors will serve four-year te1ms with staggered expiration dates in the manner set f 01ih in the Act.

The Act provides that it shall not be an impermissible conflict of interest under State law governing public officials for a Supervisor to be a stockholder, officer or employee of an owner of the land within the District.

The are set fo1ih

cunent below:

members

of

the Board and the

date

of

expiration

of

the term

of

each member

Name

Wanen "Rennie" Heath*

Scott Shapiro*

John Mazuchowski*

Andrew Rhinehart*

Lauren Schwenk*

Title

Chair

Vice-Chair

Assistant Secretary

Assistant Secretary

Assistant Secretary

Term Ex:Qires

November 2021

November 2021

November 2019

November 2019

November 2019

*

Elected

by

the landowners; affiliated with the Developer or its affiliates.

A majority of the Supervisors constitutes a quorum for the purposes of conducting the	
business of the District and exercising its powers and for all other purposes.  Action taken by the	
District shall be upon a vote of the majority of the Supervisors present unless general law or a	
rule of the District requires a greater number.	All meetings of	the Board are open to the public	
under the State's "sunshine" or open meetings law.							
Powers and Authority									
As a special district, the District has only those powers specifically delegated to it by the	
Act and the Ordinance, or necessarily implied from powers specifically delegated to it.  The Act	
provides  that  the  District  has  the  power  to  issue  general  obligation,  revenue  and  special	
assessment  bonds  in  any  combination  to  pay  all  or  paii	of  the  cost  of  infrastructure	
improvements authorized under the Act.  The Act further provides that the District has the power	
to levy and assess taxes on all taxable real and tangible personal prope1iy, and to levy Special	
Assessments  on  specially  benefited  lands,  within  its  boundaries  to  pay  the  principal  of	and	
interest on bonds issued and to provide for any sinking or other funds established in connection	
with  any  such bond  issues.   The  Act  also  authorizes  the  District to  impose  assessments  to	
maintain assets of the District and to pay operating expenses	of the District.  The District may	
also  impose user fees,  rates and  charges and may enter into agreements with prope1iy owner	
associations  within  and  without  the  boundaries	of  the	District  in	order  to	defray	its	
administrative, maintenance and operating expenses.							
Among other provisions,  the  Act gives  the  District the  right  (i)  to  hold,  control,  and	
acquire by donation,  purchase, condemnation, or dispose of, any public easements, dedications	
to public use, platted reservations for public purposes,  or any reservations for those purposes	
authorized by the Act and to make use of such easements, dedications,  or reservations for any of	
the purposes authorized	by the Act,  (ii) to finance,  fund,  plan,  establish, acquire,  construct or	
reconstruct,  enlarge  or	extend,  equip,  operate	and	maintain systems and	facilities	for various	

37

basic  infrastructures,  including  District roads  equal  to  or exceeding the  specifications	of the		
					
County in which such district roads are located, facilities for indoor and outdoor recreational,		
cultural	and	educational uses,  and any other project within or without the	boundaries		of the		
District	when  a  local  government  has  issued  a  development		order	approving	or  expressly		
					the project is the		
requiring the	construction or funding of the project by the District, or when			
subject	of an	agreement between the District and a governmental	entity and is consistent with the		
												
local government comprehensive plan of the local government within which the project is to be		
located,  (iii)  to  borrow money  and  issue  bonds  of	the  District,  and  (iv)  to  exercise  all  other		
powers  necessary,  convenient,  incidental,  or proper	in connection with any	of the  powers  or		
duties of the District stated in the Act.												
	Also, pursuant to the Ordinance, the District has been granted special powers pursuant to		
Sections 190.012(1), 190.012(2)(a) and (d) of the Act and 190.012(3)	of the Act.	Such special		
powers include the right to  (i) finance,  fund,  plan, establish, acquire,  construct or reconstruct,		
enlarge or extend, equip, operate, and maintain systems, facilities, and basic infrastructures for		
(a) water management and control for the lands within the District and to connect some or any	of		
such facilities with roads  and bridges,  (b)  water  supply,  sewer,  and wastewater management,		
reclamation,  and  reuse  or any  combination thereof,  and to  construct  and  operate  connecting		
intercepting or outlet sewers and sewer mains and pipes and water mains, conduits or pipelines,		
in along, and under any street, alley, highway or other public place or ways, and to dispose	of		
any effluent, residue, or other byproducts of such system or sewer system, (c) bridges or culverts		
that may be	needed across any drain, ditch, canal, floodway, holding basin, excavation, public		
highway, tract, grade, fill, or cut and roadways over levees and embankments, and to construct		
any and all of such works and improvements across, through, or over any public right-of-way,		
highway,  grade,  fill  or cut,  ( d)  District roads  equal to  or exceeding the  specifications		of the		
County	in which  such District roads  are  located,  and  street lights,  (e)  buses,  trolleys,  transit		
shelters,  ridesharing  facilities  and  services,  parking  improvements,  and  related  signage,  (f)		
investigation  and  remediation  costs  associated  with  the  cleanup	of  actual  or  perceived		
environmental  contamination  within  the  District  under  the  supervision  or  direction	of	a		
competent  governmental  authority  unless  the  covered  costs  benefit  any  person  who  is	a		
landowner  within  the  District  and  who  caused  or  contributed  to  the  contamination,  (g)		
conservation areas, mitigation areas, and wildlife habitat, including the maintenance of any plant		
or animal species, and any related interest in real or personal property, and (h) any other project		
within or without the boundaries of the District when a local government issued a development		
order approving or expressly requiring the construction or funding of the project by the District,		
or when the project is the subject of an agreement between the District and a governmental	entity		
				
and is consistent with the local government comprehensive	plan	of the local government within		
											
which the project is to be located, (ii) parks and facilities for indoor and outdoor recreational and		
cultural  uses,  (iii)  security,  including,  but  not  limited  to,  guardhouses,  fences  and  gates,		
electronic intrusion detection systems, and patrol cars, or industrial waste,  and (iv)  adopt and		
enforce appropriate rules in connection with the provision	of one or more services through the		
District's systems and facilities.												
	The Act does not empower the District to  adopt and enforce land use plans or zoning		
ordinances, and the Act does not empower the District to grant building permits; these functions		
are  performed  by  the  City  and  the  County,  as  applicable,  acting  through  their  respective		
Commissions and departments of government.												

38

The Act exempts all prope1iy of the District from	
and from judgment liens, but does not	limit the right of	
pursue any remedy for enforcement of	any lien or pledge	

levy and sale by vi1iue of an execution any owner of bonds of the District to of the District in connection with such

bonds, including the Series 2018 Bonds.

The District Manager and Other Consultants				
The chief administrative official of the District is the District Manager.  The Act provides		
that the District Manager shall have charge and supervision of the works of the District and shall		
be responsible for preservingmaintainingand	any improvement	or facility constructed or erected		
					
pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the		
District, and for perfmming such other duties as may be prescribed	by the Board.  Fishkind &		
Associates, Inc., serves as District Manager.  ThecorporateDistrict Manager's	office is located at		
			
12051 Corporate Boulevard, Orlando, Florida 32817.				
The  Act fmiher  authorizes  the  Board to  hire  such  employees  and  agents  as  it  deems		
necessary.   Thus,  the  District  has  employed  the  services  of	Hopping  Green  &  Sams  P.A.,		
Tallahassee,  Florida,  as  District  Counsel;  Greenberg  Traurig,  P.A.,  Miami,  Florida,  as  Bond		
Counsel; and Fishkind & Associates, Inc., also serves as Methodology Consultant and Financial		
Advisor for the Series 2018 Bonds.					
Outstanding Indebtedness					
On November	9, 2017, the District issued its Special Assessment Bonds, Series 2017 (the		
"2017 Bonds") in the	original aggregate principal amount of $4,160,000 of which$___ is		
outstanding as of _____, 2018. The 2017 Bonds are secured	by the Series 2017 Special		
Assessments, which are levied on lands separate and distinct from the lands subject to the Series		
2018 Special Assessments that secure the Series 2018 Bonds.				

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39

CAPITAL IMPROVEMENT PLAN AND THE SERIES 2018 PROJECT		
General								
The  "Holly Hill  Road East Community Development District Amended  and Restated		
Engineer's Report" dated March 21, 2018, as amended by the First Amendment to the Amended		
and  Restated  Engineer's  Report"  dated  June  2018  (collectively,	the  "Engineer's  Rep01i"),		
				
prepared  by  Dennis  Wood  Engineering,  LLC  (the  "District Engineer")  sets  forth  the  public		
infrastructure  improvements  to  be  constructed  in  the  District,  including  without  limitation		
stormwater ponds, roadways, water and sewer facilities and off-site improvements ( collectively,		
the "Capital Improvement Plan" or "CIP").  The District Engineer estimates the total cost of the		
CIP to be	$13,160,113.						
The  District Lands  are  being developed  in phases.  The  District previously issued its		
Series 201 7 Bonds to fund a p01iion	of the CIP associated with the development of	Phase 1 of		
the District Lands (the "Series 2017 Project").  The Series 2017 Project [is complete/ is expected		
to be complete ________.] Phase 1 [is planned for/ has been platted to contain] 204		
single-family residential units.  See  "THE DISTRICT -  Outstanding Indebtedness"	and  "THE		
DEVELOPMENT- Update on Phase	1" herein for more information.				
The net proceeds from the Series 2018 Bonds will fund a portion of the CIP associated		
with the development of	Phase 2 of	the District Lands (the "Series	2018 Project"), as fu1iher		
described below. Phase 2	is cunently planned for 100 single-family residential units. Phase 3 is		
planned for 182 single-family residential units and will not be subject to the 2018 Assessments.		
Phase 3 will be developedfinancedand	in the future.*				
The Series 2018 Project						
The Series 2018 Project consists of a p01iion of the CIP associated with the development		
of  Phase	2	of  the  District  Lands,  including  ce1iain  offsite  improvements,	stormwater		
					
management  facilities,  water,  sewer,  street  lighting,  roadway  improvements  and  parks  and		
amenities. According to the District Engineer, the costs associated with the Series 2018 Project		
are approximately $2,792,500, as set f01ih below:				

[Remainder

of

page intentionally left blank.]

*

[Discuss expansion for Phase 3.]

40

Infrastructure

Off-Site Improvements

Stormwater Management

Utilities (Water, Sewer & Street Lighting)

Roadway

Entry Feature

Parks and Amenities*

Contingency

TOTAL

Series 2018	
	Project	
$	125,000	
	1,190,000	
	560,000	
	432,500	
	170,000	
	210,000	
	105,000	
$2,792,500	

*	Includes the regarding the

Series 2018 Assessment Area's estimated portion of the shared Amenity. planned Amenity, see "THE DEVELOPMENT-Amenities" herein.

For more information

[Based on bids received to  date,  the  Developer anticipates  that the  actual  cost  of	the		
Series 2018 Project will be lower than estimated and will be approximately			million.		See		
"THE  DEVELOPMENT	Finance  and Development Plan"  herein.]  The  net proceeds  of	the		
Series 2018  Bonds,  consisting of approximately  $1.540  million,  will be  used to  construct or		
purchase  a  portion	of the  Series  2018  Project.	The  Developer will  enter  into  a  completion		
agreement at closing on the Series 2018 Bonds to complete the Series 2018 Project to the extent		
the proceeds of the Series 2018 Bonds are insufficient therefor. See "BONDOWNERS'	RISKS -		
					
Insufficient Resources or Other Factors Causing Failure to Complete the Series 2018 Project or		
the Construction of Homes within the Series 2018 Assessment Area.	11								
									
The District expects to issue additional  series  of bonds to fund the p01iion of the CIP		
associated with Phase 3 in the future.	Such additional bonds would be secured by assessments		
levied on assessable lands outside of	the Series 2018 Assessment Area.  See "SECURITY	FOR		
			for		
AND SOURCE OF	PAYMENT OF THE SERIES 2018	BONDS	-Additional Obligations"			
						
limitations on additional bonds contained in the Indenture.											
Construction	of	the	Series  2018  Project	[ commenced	I	is  expected to  commence]  in		
___ 20_ and is expected to be complete by	__	20_.	[The District has entered into a		
management  agreement	with  Heath	Construction	and	Management,  LLC,	a	Florida  limited		
liability  company  (the	"Development Manager")	to  oversee	development	of	the  Series  2018		
											
Assessment Area.	See	"THE DEVELOPER -	Development	Manager"  for  more  information		
														
regarding the Development Manager.]															
Upon completion, the water and sewer facilities	in the Development		will be owned and		
									
maintained  by  the  City.   The  sidewalks,  entry  feature  and  signage,  and  the  improvements		
comprisingstormwaterthe		management system will be owned and maintained by the District.		

CIP

The District Engineer has indicated that all engineering pe1mits that are set f01ih in the Engineer's Rep01i have been obtained. In

necessary to construct the addition to the Engineer's

41

Report, please refer to "THE DEVELOPMENT - Development Approvals" for a more detailed description of the entitlement and permitting status of the Development, including certain additional pe1mits needed for development of District Lands.

See "APPENDIX A: ENGINEER'S REPORT" for more information regarding the above improvements.

[Remainder

of

page intentionally left blank]

42

ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS		
The Amended and Restated Master Assessment Methodology	Report dated March 21,		
						
2018, as supplemented by the  Supplemental Assessment Methodology Report (Phase 2)  dated		
August 3, 2018 ( collectively, the "Assessment Methodology"), which allocates the Series 2018		
Special Assessments to the lands within the Series 2018 Assessment Area, has been prepared by		
Fishkind & Associates, Inc., Orlando, Florida (the "Methodology Consultant"). See "EXPERTS"		
herein for more information.  The Assessment Methodology	is included herein as APPENDIX E.		
					will		
Once the final terms of the Series 2018 Bonds are dete1mined, the Assessment Methodology			
			
be further supplemented to reflect such final terms.  Once levied and imposed, the Series 2018		
Special Assessments  are a first lien on the assessed lands within the  Series 2018 Assessment		
Area until paid or barred by operation of law, co-equal with other taxes and assessments levied		
by  the  District  and  other  units  of government.  See  "ENFORCEMENT  OF	ASSESSMENT		
COLLECTIONS" herein.								
The Series 2018  Bonds are payable from  and  secured by a pledge of	the  Series 2018		
Pledged Revenues, which consist primarily of the Series 2018 Special Assessments levied on the		
assessed  lands  within the  Series  2018  Assessment  Area.  The  Series  2018  Assessment  Area,		
which corresponds to Phase 2 of the Development, consists of approximately	21.92 gross acres		
					
planned for 100 single-family homes consisting of 55	fifty-foot (50') lots and 48 sixty-foot (60')		
residential units. The District will initially impose the Series 2018 Special Assessments across all		
of the lands within the Series 2018 Assessment Area on an equal per acre basis.  As parcels are		
initially platted within the Series 2018 Assessment Area, the debt will be transferred from gross		
acres to platted lots in accordance with the Assessment Methodology.	The Series 2018 Special		
						
Assessments will be allocated to the 100 lots planned for the Series 2018 Assessment Area.  See		
"APPENDIX E: ASSESSMENT METHODOLOGY"	for more information.					

Upon platting of the Series 2018 Assessment Area, the estimated Series 2018 Assessments levied and allocated to platted units to pay debt service on the Series 2018 and the Series 2018 Bond estimated par per unit are expected to be as follows:

Special

Bonds

	Number of	
	Planned	
Product	Units	
Single-Family 50' & 60'	100	

Annual		
Series 2018	Series 2018 Bonds	
Assessment*	Total Par Per Unit*	
$1,850	$26,817	

*

Preliminary, subject to change. Annual assessments collected via the Uniform Method will be subject to a gross up to account for County collection costs/payment discounts, which may fluctuate. In accordance with the Builder Contracts, the Developer is required to pay down the Series 2018 Special Assessments at lot closings with the Builders to provide for a net annual assessment level of $1,300, which represents a paydown of approximately . __* per lot.

The District anticipates levying assessments costs that are initially expected not to exceed [$600] amounts are subject to change. The land within the subject to taxes and assessments imposed by taxing

to cover its operation and administrative per single-family unit annually, but such District has been and will continue to be authorities other than the District. These

taxes

would

be  payable  in  addition  to  the  Series  2018  Special  Assessments  and  any  other

43

assessments levied by the District.	In addition, exclusive of voter approved	millages levied for		
				
		limit applies, the City, the County and the School Board		
general obligation bonds,noas to which			
of Polk County each levy ad valorem	taxes upon the land in the District.  The District has no		
	taxes  and/or special assessments  levied by other taxing		
control  over the  level  of ad valorem			
authorities.	It  is  possible  that  in  future  years  taxes  levied  by  these  other entities  could  be		
substantially higher than in the cmTent year.  See "THE DEVELOPMENT -  Taxes, Fees and		
Assessments" for more information.					

Set fo1ih

below

is

a map showing the proposed development plan for the District Lands.

[Need updated map].

44

The following information appearing below under the captions "THE DEVELOPMENT"		
and  "THE DEVELOPER" has  been fitrnished  by the  Developer for  inclusion  in  this Limited		
Offering Memorandum  and,  although  believed to  be reliable,  such  information has not been		
independently verified by the District or its counsel,	or the  Undenvriter or its counsel,	and	no		
persons other than the Developer make any representation or warranty as to the accuracy or		
completeness ofsuch information supplied by them.							
The following information is provided by the Developer as a means for the prospective		
bondholders	to  understand  the  anticipated  development plan  and  risks  associated ·with  the		
development	of the Series 2018 Assessment Area.  The Developer's obligations to pay the Series		
2018 Special Assessments  are  no  greater  than	the	obligation  of any other fi1ture  landowner		
within the District subject to  such Series 2018 Special Assessments.	The  Developer is  not a		
			for	the		
guarantor  of payment  as  to  any  land  within	the	District,  and  the	only	recourse				
Developer's or any other landowner's failure to	pay	is limited to its ownership interests in	the		
land subject to such unpaid Series 2018 Special Assessments.						
	THE DEVELOPMENT						
General Overview								
The District consists of approximately  111.52 non-contiguous acres located within the		
City. The District Lands are being developed as a planned residential community under the name		
Citrus  Isle  (the  "Development").*  At  build-out,  the  Development	is  planned  to	contain		
approximately 486 single-family homes and recreation and amenity areas connected by walking		
trails.  Phase 1 of the Development is located on the north side of Davenport Boulevard east of		
10th Street, Phase 2 of the Development is located east of Holly Hill Road ori the north and south		
sides of North Boulevard West and Phase 3 of the Development is located on the north side of		
North Boulevard West and to the east of Holly Hill Road, all located within the City.				
The Development is being developed in phases. Phase  1 of the Development	contains		
				
[201] platted lots. Phase 1 is subject to the Series 2017 Special Assessments,	which secure the		
					
2017 Bonds. See "-Update on Phase 1" herein.								
The Series 2018 Assessment Area, which conesponds to Phase 2 of	the Development,		
consists of approximately 21.92 acres and is planned for 100 single-family residential units on		
fifty-five-foot lots and sixty-foot lots.  HHR East, LLC, a Florida limited liability company (the		
"Developer"), owns all of the  assessable land within the  Series 2018  Assessment Area.   See		
"THE  DEVELOPER"  herein  for  more  information.  Lennar Homes,  LLC  (defined  below)  is		
under contract to acquire fifty lots in the Series 2018 Assessment Area, and Holiday Builders		
Inc.,  (define  below)  is  under  contract to  acquire  the remaining  fifty  lots  in the  Series  2018		
Assessment Area. See"- Builder Contracts" herein for more information. The Builder Contracts		
provide for a lot price of $54,000 per lot in Phase 2. Home prices in Phase 2 are expected to		
range  from	approximately $209,990 to  approximately  $291,990.   See	"- Residential	Product		
Offerings" herein.								

*	.	.
[Discuss expans10n.]

45

			the					success of other nearby communities	in the		
	[The Development is intended to continue							which is  located		
northeastern portion  of the  County.	The Highland Meadows  development,			
			of	the		
															
approximately one mile from the Development, is being developed in phases by affiliates				
Developer.  Highland Meadows has achieved	annual net sales	of	homes under contract in		
		months of	2018, with an average sales price		
2017, and_ homes under contract in the first __				
of approximately $205,000.]															
Update on Phase 1																
	The	District previously  issued  its	Series  2017  Bonds	to	fund  a	portion  of the  costs		
associated with the development of	Phase	1,		which contains	L_ developed and platted lots].		
								1	Builders")],	which		
Homes within Phase  1 are being built by [Pulte and ___ (the "Phase					
						
have closed on ___ lots and are under contract to acquire an additional	___ lots in Phase		
1,	as of ____, 2018.	As of _____	,	2018, the Phase 1 Builders have sold and closed		
								homes	under contract,	of		
_	finished  homes  with homebuyers,  and have  an  additional  _					
						
which  _	are  currently	under  construction.	Home  sale  prices	in  Phase		1 have  averaged		
approximately $___.	The lands in Phase		1 are separate and distinct from the District Lands		
on which the Series 2018 Special Assessments	are levied.										
												
Land Acquisition																

The transactions $1,919,674.

Developer  acquired  title  to  the  Series  2018  Assessment	Area  in	a  series	of		
	price	of approximately		
from May 2017 through October 2017, for a total purchase				
						
[Mortgages _____,						

Finance and Development Plan

[It is  expected that total  development		
approximately $__ million, based on actual		
_____,  2018,  the  Developer	has  spent		
			
permitting costs developing the Development.		

costs  for  Phase  2  of the  Development	will		be		
						
bids received for the Series 2018 Project.]	As	of		
		and		
approximately	$____	in  engineering			

Land development costs in the amount of approximately	$1.540 million will be funded		
					
with proceeds from the Series 2018 Bonds, with any remainder to be funded by the Developer.		
The Developer will  enter into  a completion agreement at closing on the  Series  2018  Bonds		
agreeing to fund the completion of the Series 2018 Project in the event that the net proceeds	of		
			
the  Series  2018  Bonds  are  not  sufficient.    See  "BONDOWNERS'  RISKS	Insufficient		
Resources  or Other Factors  Causing Failure to  Complete the Projects  or the  Construction	of		
			
Homes within Assessment Area" herein.					

be

Development of the complete by ___ 20

Series 2018

Project commenced

in

___

201_ and is expected to

46

Builder Contracts																						
Lennar Homes																						
The Developer has entered into an Agreement	for the Purchase and Sale of Real Property		
(Citrus Pointe) dated July 27, 2018  (the "Lennar Purchase Agreement") with Lennar Homes,		
LLC,  a  Florida  limited  liability  company	("Lennar	Homes")  for		the  bulk  sale	of	50  fully-		
							of	30	fifty-foot lots and	20		
developed lots planned in Phase 2	of the Development, consisting						
sixty-foot lots. The Lennar Purchase Agreement provides for a purchase	price of	$54,000 per lot		
										
for  an aggregate purchase price of $2,700,000.  Pursuant to	the Lennar Purchase Agreement,		
Lennar Homes has made a deposit of $270,000 in [the fmm of a letter	of	credit in lieu	of a cash		
deposit]. The Lennar Purchase Agreement	established a closing date	of	fifteen (15)	days after		
									15,	2020.	The	Developer		
satisfaction of certain closing conditions, but no  later than January						
expects that closing under the Lennar Purchase Agreement will occur	---							
																		
Lennar Homes	is a subsidiary of Lennar Corporation	("Lennar Corp.").	Lennar Corp.,		
							of the nation's leading		
founded in 1954, has homebuilding	operations in fifteen states and is one			
				building  affordable,  first-time,  move-up  and		
builders  of quality  homes  for  all  generations,			
retirement homes.   Lennar stock trades on the New York Stock Exchange under the symbol		
LEN.  Lennar Corp. is	subject to the informational requirements of	the Securities and Exchange		
Commission  Act  of  1934,  as  amended,	and  in  accordance  therewith  files  reports,  proxy		
statements, and other information with the Securities and Exchange Commission (the "SEC").		
The SEC file number for Lennar Corp. is No-1-11749.  Such reports, proxy statements, and other		
information can be inspected and copied at the Public Reference		Section of the  SEC, Room		
1024, 450 Fifth Street NW, Judiciary Plaza, Washington, DC, and at the SEC's regional offices		
in  Chicago  (Northwestern  Atrium  Center,  500  West  Madison  Street,  Suite  1400,  Chicago,		
Illinois).  Copies of such materials can be obtained by mail from the Public Reference Section of		
the SEC at prescribed rates.  The most recent Annual Report on Form 10-K of Lennar Corp. on		
file with the SEC and any other documents  and reports filed with the SEC by Lennar Corp.		
subsequent to the date	of	such Annual Report (including Fo1m 10-Q and	Fo1m	10-K) through		
and including the end	of	the  "underwriting period"  (as defined in SEC Rule  15c2-12) of	the		
Series 2017 Bonds shall be incorporated herein by reference in the event Lennar Homes closes		
the property subject to the Purchase	Agreement prior to the end of the "underwriting	period."	All		
					and		
						to the requirements of the Securities			
documents subsequently filed by Lennar Corp. pursuant				
				
								Memorandum will be		
Exchange Commission Act of 1934 after the date	of this Limited Offering			
									
available for inspection in the same manner	as described	above.													
																
Holiday Builders																					
The Developer has  entered into  a Lot Purchase Agreement  dated June 25, 2018  (the		
"Holiday  Builders  Purchase  Agreement")  with  Holiday  Builders  Inc.,	a  Florida	corporation		
("Holiday  Builders")  for  the  bulk sale  of	50  fully-developed  lots planned in Phase 2  of	the		
Development, consisting of  27 fifty-five-foot lots and	23 sixty-foot lots. The Holiday Builders		
Purchase Agreement provides for a purchase	price of	$54,000 per lot with an aggregate	purchase		
						
			Purchase Agreement, Holiday Builders has		
price of $2,700,000. Pursuant to the Holiday Builders			
made an initial deposit of $25,000 (the "Initial Deposit") and will deliver a second deposit of		
$75,000  (the  "Second	Deposit")  and  a third  deposit	of $170,000	(the		"Third  Deposit"  and,		

47

collectively with the First Deposit and  Second Deposit,  the  "Deposit")   upon	expiration and		
commencement  of certain  events.  The  Holiday	Builders  Purchase  Agreement	established	a.		
					
	of certain closing conditions.  The  Developer		
closing date  of ten  (10)  days  after  satisfaction			
expects that closing under the Holiday Builders	Purchase Agreement will occur ____			

[Description

of

Holiday Builders to come.]

None of the Builders or other entities listed above is guaranteeing payment of the Series		
2018 Bonds or the Series 2018 Special Assessments.	None of the Builders or other entities listed		
		obligations incurred in connection with		
above has guaranteed or assumed any of the Developer's			
			
the issuance ofthe Series 2018 Bonds.				
Residential Product Offerings				
The following table reflects the Developer's  current expectations for the homes to  be		
constructed in Phase 2 of the Development, all of which are subject to change:		

	No. of	
Product Type	Units	
Single Family_' Lots		
Single Family_' Lots		
Single Family_' Lots		
Single Family_' Lots		
Single Family_' Lots		

Estimated Square Footage 1,314- 1,885 1,885-2,118 1,870 - 2,584 2,896 3,453

	Estimated Average	
Bed/Bath	Home Price	
3/2	$209,990 - $230,990	
4/2	$230,000 - $240,990	
4/2.5	$227,000 - $256,000	
5/2.5	$275,000	
6/4	$291,990	

The Developer anticipates that sales will commence	in __2019, and that the Builders		
				of absorption:  24		
will sell homes	to residential end users	at approximately the following  rate				
homes  in	2019	and  76  homes  in	2020.	These  anticipated	absorption rates  are  based  upon		
					are  inherently	uncertain,  though		
estimates  and	assumptions	made	by  the  Developer  that					
considered reasonable by the Developer,	and are subject to	significant business,	economic, and		
						
		all		of which are difficult to predict and many of		
competitive unce1iainties and contingencies,					
			As a result, there can be no assurance such		
which are beyond the control of the Developer.			
									
absorption rates will occur or be realized in the timeframes anticipated.						
Public Schools															
School age residents of the Development	will attend Loughman Oaks Elementary School,		
					which  are  located		
Lake  Marion  Creek Middle	School  and  Auburndale  Senior High  School,			
approximately 6.5 miles,  14	miles and 11  miles away from the Development,	respectively, and		
were  which	rated by the State in 2018 (the most recent year for which grades are available) as C,		
D and C,	respectively.  The Polk County School Board may change school boundaries	from time		
to time, and there is no requirement that students residing in the Development be permitted to		
attend the schools which are closest to the Development.								
Zoning and Permitting														
[To come.]														

48

Environmental							
[To come.]							
Utilities							
The  City  of Davenpo1i  Public  Utilities  will	provide  water  and	sewer  service  to  the		
Development.  Reclaimed water is not available for the Development.	An inigation well to be		
				
funded by the District will be installed onsite to provide inigation within public rights of way.		
Duke  Energy  will  provide  electrical  service  to  the  Development.	See  "APPENDIX  A:		
				
ENGINEER'S  REPORT"  attached  hereto  for  more  information regarding  the  ownership  and		
maintenance of utilities within the Development.					
Taxes, Fees and Assessments						
The  Series 2018 Assessment Area, which conesponds to Phase	2	of the Development,		
consists of approximately 21.92 gross acres planned for 100 single-family homes.  The District		
initially will impose the Series 2018 Special Assessments across all of the gross acres within the		
Series 2018 Assessment Area on an equal acre basis.  At the time parcels are platted, the debt		
levied will be transfened from the gross acres to platted lots in accordance with the Assessment		
Methodology.  The Series 2018	Special Assessments are expected to be allocated to all 204 lots		
planned  for  the  Series	2018	Assessment  Area.	See  "APPENDIX	E:  ASSESSMENT		
				Special Assessments		
METHODOLOGY" for more infmmation.  Upon platting, the Series 2018			
levied and allocated to platted units to pay debt service on the Series 2018 Bonds and the par per		
unit are as follows:							

*

	Number of	Annual	Series 2018 Bonds		
	Planned	Series 2018			
Product	Units	Assessment*	Total Par Per Unit*		
Single-Family 50' & 60'	100	$1,850	$26,817		
					
Preliminary, subject to change. Annual assessments collected via the Uniform Method will be subject to a		
gross  up to account for County collection costs/payment discounts, which may fluctuate.  In accordance		
with the Builder Contracts, the Developer is required to pay down the Series 2018 Special Assessments at		
lot closings with the Builders to provide for a net annual assessment level of $1,300, which represents a		
paydown of approximately $ __* per lot.				

The  District  anticipates  levying  assessments  to  cover its  operation and  administrative		
costs that are initially expected not to exceed [$600] per single-family unit annually, but such		
amounts  are  subject to  change.	In  addition,  residents  will  be  required to  pay  homeowners'		
association fees  which are currently estimated to be  [$75]  per residential lot annually,  which		
amounts are subject to change.  The land within the District has been and will continue to be		
subject to taxes and assessments imposed by taxing authorities other than the District. The total		
millage rate  applicable to  lands within the Development	in	2017	was approximately	21.1086		
		2018	Special Assessments	and any		
mills.  These taxes would be payable in addition to the Series					
					
other assessments levied by the District.  In addition, exclusive of voter approved millages levied		
for general obligation bonds, as	to which no limit applies, the City, the County and the School		

49

Board of Polk County each levy ad valorem taxes upon the land in the District.		The District has		
								
no control over the level of ad valorem taxes and/or special assessments	levied by other taxing		
authorities.	It is  possible that  in future  years  taxes  levied  by  these  other  entities  could  be		
substantially higher than in 2017.																					
Amenities																							
[Residents of the Development will have access to an amenity consisting	of a covered		
cabana area,	a resort-style pool and covered seating area, a children's play area and a dog park		
(the "Amenity"), which is [cunently	planned for] constructionthe	within		District.	The total cost		
											is expected	to be shared		
of constructing the Amenity is estimated to be $1.8 million, which cost				
						
proportionately  between  the  District  and  the   adjoining  N01ih   Boulevard  Community		
Development District (the "Nmih Boulevard District").	The North Boulevard District, which is		
being developed by a business associate	of the Developer, is expected to reimburse	the District		
					
					pursuant to an Interlocal Agreement.  The		
for its proportionate share of the cost of the Amenity			
									1,	Phase 2 and		
District's proportionate share of the cost	of the Amenity is divided between Phase				
Phase 3 of the Development. Phase 1 and Phase 2's proportionate share of the cost	of acquiring		
and constructing the Amenity were included within the Series 2017 Project and the Series 2018		
Project, respectively.  Construction	of the Amenity commenced in the [first quaiier	of 2018] and		
						of 2018.]	The Amenity will	be	owned and		
is expected to be completed by the [third quaiier						
operated by the District.]																					
Competition																						
The Development is expected to compete with projects in the County market generally,		
which include Highland Meadows, Highland Meadows II, Nmih Ridge Estates (being developed		
in the Nmih	Boulevard District), Patterson	Groves and Bridgeford Crossings. The foregoing does		
not  purpo1i  to  summarize  all  of		the  existing  or  planned  communities  in  the  area	of the		
Development.																						
					THE DEVELOPER											
General																							
HHR East, LLC, a Florida limited liability company	(the "Developer"), owns all	of the		
											
land in the  Series 2018  Assessment Area.   The Developer is  a special-purpose entity whose		
primary assets are the lands it owns within the District.	The remaining District Lands are owned		
or under contract by various business	associates of	the Developer.										
																			
The Developer was organized on April 21,	201 7.	The sole member of the Developer is		
_____	, a Florida limited liability company organized on ___	, 201 _ ("	___").  The		
sole manager	of both the Developer and	___ is ____											
Scott  Shapiro  is  a Florida CPA  and President	of Landmark.	He  graduated from  the		
	Masters  of Accounting,	specializing  in		
University  of Florida  with  highest  honors  with	his				
taxation.  He has spent the last 26 years in the fields		of finance and operations	for the following		
								Homes		
companies:	Price Waterhouse/KPMG,	GL Homes	of	Florida, Pulte Homes, Highland			

50

	(Lakeland), and NVR, Inc. (Ryan Homes).		In	2014,	he left his position as the manager	of the		
	NVR  division  in  Tampa to  paiiner  with  the  Cassidy	Group  on  buying  residential  land  for		
	investment and development purposes throughout Central Florida.  Over the last three years, Mr.		
	Shapiro has sold over 1,000 residential	lots to regional and national homebuilder/developers.	He		
		lots that are predominately	sold to regional and national		
	is cunently working on another 1,250				
	homebuilder/developers.	He  also  currently serves  on seven community  development district		
	boards and is the chairperson on several of	them.																				
	[Development Manager																														
	Heath Construction and Management,	LLC, a business associate of the Developer,	has		
						
																of the	Series		
	been retained by the District as Development Manager to  oversee development					
				2,	2006,	and		
	2018  Assessment Area.	The Development		Manager was  f01med  on November							
													
								member.  Mr. Heath staiied his company		
	Wanen "Rennie"	K. Heath II serves as its managing			
															and  Cassidy		
	after spending five  years  as the Director	of	Development for  Highland  Cassidy				
				of over					
							for over	65	properties consisting			5,000		
	Homes.  Mr. Heath has overseen the development								
															of providing		
	acres across Central Florida.  The Development Manager is engaged in the business			
								
	commercial and residential land acquisition and development planning, budgeting, due diligence		
	services, construction management and government liaison services.]													
	Neither  the  Developer  nor  any	of	the  other  individuals	or	entities  listed  above	is		
														of		
	guaranteeing payment of	the Series 2018 Bonds or the Series 2018 Special Assessments.  None			
	the other individuals or entities listed above has guaranteed	or assumed any	of the Developer's		
																	
	obligations incurred in	connection with the issuance ofthe Series 2018 Bonds.										
							TAX MATTERS																	
	General																																
	In  the  opinion	of Greenberg  Traurig,	P.A.,	Bond	Counsel,	under	existing  statutes,		
																							
	regulations,  rulings  and  court  decisions  and  assuming  continuing  compliance  with  ce1iain		
	covenants and the accuracy of certain representations,	(1)	interest on the Series 2018	Bonds will		
from	be excludable	gross income for federal income tax purposes,		(2)	interest on the Series 2018		
										minimum tax		
	Bonds will not be an item of tax preference for purposes of the federal alternative				
										
	imposed on individuals and corporations,	(3) interest on the Series		2018	Bonds will be taken into		
											purposes	of	computing	the  federal		
	account  in  dete1mining	adjusted	cunent  eainings  for						
												
															and (4)	the Series 2018	Bonds and the		
	alternative minimum tax imposed on ce1iain corporations,					
			of the State, except estate taxes and		
	interest thereon will not be subject to taxation under the laws			
	taxes under Chapter 220, Florida Statutes,	as amended, on interest, income or profits on debt		
																									
	obligations owned by corporations as defined therein.																			
	The above opinion on federal tax matters with respect to the Series 2018	Bonds will be		
	based on and will assume the accuracy	of certain representations and ce1iifications		of the District		
																								in the		
	and the Landowner, and compliance	with ce1iain covenants of the District to be contained			
							
									to evidence and assure the foregoing, including		
	transcript of proceedings and that are intended			
											the  interest  on  which  is		
	that  the  Series	2018	Bonds  will  be  and  will  remain  obligations,			
					Bond	Counsel  will	not		
	excludable  from	gross	income  for  federal		income	tax	purposes.						

51

				and		.		Bond Counsel will		
independently verify the accuracy of those certificationsrepresentations									
express no opinion as to any other tax consequences regarding the Series 2018 Bonds.					
The Internal Revenue Code of 1986, as amended (the  "Code") prescribes a number	of		
qualifications and conditions for the interest on	state and local government obligations to be and		
to remain excludable from gross income for federal income tax purposes, some of which require		
future or continued compliance after issuance of the obligations in order for the interest to be and		
to  continue  to  be  so  excludable  from  the  date  of	issuance.    Noncompliance	with	these		
						
requirements by the District may cause the interest on the Series 2018 Bonds to be included in		
gross  income  for  federal  income  tax  purposes  and  thus  to  be  subject  to	federal	income tax		
retroactively to the date of issuance of the Series 2018 Bonds.  The District has covenanted to		
take the actions required of it for the interest on the Series 2018  Bonds	to	be and to  remain		
excludable from gross income for federal income tax purposes, and not to take any actions that		
would adversely affect that excludability.												
Except as described above, Bond Counsel will express no opinion regarding the federal		
income tax consequences resulting from the ownership of, receipt	of interest on, or disposition	of		
the Series 2018 Bonds.  Prospective purchasers	of the Series 2018 Bonds should be aware that		
the ownership of the Series 2018  Bonds may result in other collateral federal tax consequences,		
including, without limitation, (i) the denial of a deduction for interest on	indebtedness	incun-ed or		
						
continued to purchase or cany the Series 2018	Bonds or, in the case of a financial institution,		
that portion of an owner's interest expense allocable to interest on the Series 2018  Bonds; (ii) the		
reduction  of the  loss  reserve  deduction for  property  and  casualty  insurance  companies  by	a		
percentage	of certain items, including interest on the Series 2018  Bonds; (iii) the inclusion	of		
interest on	the Series 2018  Bonds in the earnings of certain foreign corporations doing business		
in the United States for purposes of a branch profits tax;  (iv)  the inclusion	of interest on the		
Series 2018 Bonds in the passive income subject to federal income taxation of	certain Subchapter		
S corporations with Subchapter C earnings and profits at the close	of the taxable year; and (v) the		
inclusion of interest on the Series 2018 Bonds in the determination of	the taxability of certain		
Social  Security and Railroad  Retirement benefits to  certain recipients	of	such benefits.	The		
nature and extent of	the other tax consequences described above will depend on the particular tax		
status and situation	of each owner of the  Series 2018 Bonds.	Prospective purchasers	of the		
Series 2018  Bonds should consult their own tax advisors as to the impact	of these other tax		
consequences.													
Bond Counsel's opinions will be based on existing law, which is subject to change.  Such		
opinions  are  further  based  on  factual  representations	made  to  Bond  Counsel  as	of the  date		
											
thereof.  Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts		
or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes		
in law that may thereafter occur or become effective.  Moreover, the opinions of Bond Counsel		
are not guarantees of a particular result, and are not binding on the Internal Revenue Service or		
the courts;	rather, such opinions represent Bond Counsel's professional judgment based on its		
review  of	existing  law,  and  in reliance  on  the  representations	and  covenants  that  it  deems		
											
relevant to such opinions.												

52

Original Issue Discount and Premium Bonds																			
	Certain of the Series 2018 Bonds ("Discount	Bonds") may be sold in the initial public		
																	
offering at prices that are less than their stated amounts to be paid at maturity.  The difference		
between the issue price	of Discount	Bonds and the stated redemption price at maturity is original		
													under Sections 1273 and 1274	of the		
issue discount.  For this purpose, issue price is dete1mined				
													
Code (i.e., for bonds issued for money, the issue price in an initial public offering is the initial		
offering price to  the public	( excluding bond houses,  brokers  or similar persons  acting in the		
capacity of underwriters  of	wholesalers) at which price	a	substantial amount of the Discount		
Bonds was sold).	Original issue discount is treated in the same manner for federal income tax		
purposes as interest,	as	described above.																							
	The amount	of	original issue discount	that is treated as having accrued with respect to a		
									of	the bond in determining,	for federal		
Discount Bond is added to the cost basis	of	the owner					
						its	sale,		
income tax purposes, gain or loss upon disposition	of	such Discount Bond (including				
							
							of such Discount	Bond		
redemption or payment at maturity).	Amounts received upon disposition				
												
that are  attributable to  accrued  original  issue discount will be treated as tax-exempt interest,		
rather than as taxable gain, for federal income tax purposes.													
	Original  issue  discount  is  treated	as  compounding  semiannually,  at  a  constant  yield		
method over the period to maturity.	Owners	of Discount Bonds should consult their tax advisors		
							of original issue discount accrued as	of any date,		
with respect to the determination and treatment				
the sale, redemption or other disposition	of	Discount Bonds, and with respect to the state and		
							Subsequent purchasers	of Discount	Bonds		
local tax consequences	of owning a Discount Bond.						
								
should consult their tax advisors as to the effect on the accrual of	original issue discount.					
	Certain of the Series 2018 Bonds (the "Premium	Bonds") may be sold at prices in excess		
											the certain		
of the principal amount payable at maturity	( or their earlier call date in the case of			
callable Premium Bonds).  Under the Code, the difference between the principal amount payable		
at  maturity  (or  earlier	call	date  for  certain		callable  Premium Bonds)  and  the  tax basis  to  a		
purchaser is "bond premium."	Bond premium		is amortized over the term	of Premium Bond ( or		
							Bond that minimizes the yield to the		
the period to the call date of	a certain callable Premium			
			of a	Premium	Bond  is	required  to		
purchaser  of the	callable  Premium  Bond).		A  purchaser						
						of amortizable	bond		
decrease  his  or her adjusted basis in the Premium	Bond by the amount				
					
								Bond. The amount of		
premium attributable to each taxable year he or she holds the Premium			
amortizable bond premium attributable to each taxable year is determined at a constant interest		
rate compounded actuarially. The amortizable bond premium attributable to a taxable year is not		
deductible for federal income tax purposes.	Such reduction in basis will increase the amount of		
										for federal income tax purposes		
any gain (or decrease the amount of any loss) to be recognized			
	Purchasers	of Premium	Bonds		
upon a	sale or other taxable disposition	of	a Premium Bond.					
						federal		
								to	the  precise  determination		for				
should	consult  their	own tax  advisors	with		respect								
income tax purposes	of the treatment of	bond premium, the sale, redemption	or other disposition		
				owning  and		
of Premium Bonds  and  with respect to  the  state  and  local  tax  consequences  of			
disposing of Premium Bonds.																									

53

Information Reporting and Backup Withholding													
Interest paid  on tax-exempt  obligations  such  as  the  Series  2018  Bonds  is  subject to		
information reporting to the Internal Revenue	Service in a manner similar to interest paid on		
taxable obligations.  This rep01iing requirement does not affect the excludability	of interest on		
the  Series  2018  Bonds  from  gross  income  for  federal  income  tax  purposes.   However,  in		
connection with that inf01mation rep01iing requirement, the Code subjects ce1iain noncorporate		
owners of Series 2018 Bonds,	under certain circumstances, to "backup withholding" at the rates		
set f01ih in the Code, with respect to payments on the Series 2018 Bonds and proceeds from the		
sale of Series 2018 Bonds.	Any amount so withheld would be refunded or allowed as a credit		
	tax of such owner of	Series 2018 Bonds.	This withholding generally		
against the federal income					
											
			2018 Bonds (a)  fails  to  furnish the payor such owner's  social		
applies  if the owner of Series			
security number or other taxpayer identification number,  (b)  furnishes  the payor an inc01Tect		
taxpayer identification number,	( c) fails to properly repo1i interest,	dividends or other "rep01iable		
											
payments" as defined in the Code or, (d) under certain circumstances, fails to provide the payor		
or such owner's securities broker with a certified statement,	signed under penalty of perjury,	that		
				
the  taxpayer identification	number provided is	conect	and that such owner is  not subject to		
								may also wish to consult		
					purchasers of the Series 2018 Bonds			
backup withholding.  Prospective				
						order to		
with their tax advisors with respect to the need to furnish certain taxpayer information			
avoid backup withholding.																						
Changes in Federal and State Tax Law															
From time to time, there are legislative	proposals in the Congress and in the states that, if		
enacted,  could alter or amend the federal  and state tax matters refened to under this heading		
"TAX MATTERS" or adversely	affect the market value	of the Series 2018 Bonds.	It	cannot be		
predicted whether or in what form any such proposal might be enacted or whether	if enacted it		
	In addition,		
would apply to obligations issued or executed and delivered prior to enactment.				
regulatory actions are from time to time announced or proposed and litigation is threatened or		
commenced which, if implemented	or concluded in a pmiicular manner, could adversely affect		
			cannot be predicted whether	any such regulatory		
the market value of the Series 2018 Bonds.  It				
action will be implemented, how any pmiicular litigation or judicial action will be resolved, or		
whether  the  Series  2018  Bonds  or  the  market  value  thereof  would  be  impacted  thereby.		
Purchasers of the Series 2018 Bonds	should consult their tax advisors regarding any pending or		
proposed  legislation,  regulatory  initiatives  or  litigation.   The  opinions  expressed  by  Bond		
Counsel are based on existing legislation and regulations as interpreted by relevant judicial and		
regulatory authorities as of the date	of issuance and delivery of the Series 2018 Bonds,	and Bond		
					
Counsel  has  expressed no  opinion	as  of any date  subsequent	thereto  or with respect to  any		

pending legislation, regulatory initiatives or litigation.													

54

PROSPECTIVE PURCHASERS OF THE SERIES	2018	BONDS ARE ADVISED TO		
											
CONSULT THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE SERIES		
2018  BONDS  AS  TO  THE  IMPACT	OF  THE  CODE  UPON  THEIR  ACQUISITION,		
															
HOLDING OR DISPOSITION OF THE SERIES 2018 BONDS.										
	AGREEMENT BY THE STATE										
Under the Act, the State pledges to the holders of any bonds issued thereunder,	including		
				
the  Series 2018	Bonds, that it will not limit or alter the rights	of the  issuer	of	such bonds,		
including the  District,  to  own,  acquire,  constrnct,  reconstrnct,  improve,  maintain,  operate  or		
furnish the projects, including the Series	2018 Project funded by the Series 2018	Bonds, subject		
to  the  Act  or  to  levy  and  collect  taxes,  assessments,  rentals,  rates,  fees  and  other  charges		
provided for in the Act and to fulfill the te1ms of	any agreement made with the holders of such		
bonds and that it will not in any way impair the rights or remedies	of	such holders.							
										
	LEGALITY FOR INVESTMENT									
The  Act  provides  that  bonds  issued  by  community  development  districts  are  legal		
investments  for  savings  banks,  banks,  trust  companies,  insurance  companies,  executors,		
administrators,  trustees,  guardians,	and  other  fiduciaries,  and  for	any  board,	body,  agency,		
instrumentality, county, municipality	or other political subdivision	of the State, and constitute		
																		
securities that may be deposited by banks or trust companies as security for deposits of state,		
county, municipal or other public funds,  or by insurance companies as required or voluntary		
statutory deposits.																				
	SUIT ABILITY FOR INVESTMENT									
In accordance  with applicable provisions	of Florida law, the  Series  2018		Bonds  may		
	investors"the within	meaning	of	Chapter 517,		
initially be sold by the District only to "accredited						
			of Financial  Services promulgated		
Florida  Statutes,	and the  rules	of	the	Florida Department			
thereunder.  The	limitation  of	the	initial		offering	to  Accredited  Investors  does  not  denote		
															in the		
restrictions on transfer in any secondary	market for the Series 2018 Bonds.  Investment			
				
			risks.  No dealer, broker, salesman or other person		
Series 2018 Bonds poses certain economic			
has been authorized by the District or the Underwriter to  give  any infmmation or make any		
representations, other than those contained in this Limited Offering Memorandum, and, if given		
or made,  such other information or representations  must not be  relied upon as  having  been		
authorized by either of the foregoing.																		
	ENFORCEABILITY OF REMEDIES									
The remedies available to the owners of each Series of the Series 2018	Bonds upon an		
event of default under the respective		Indenture  are in many respects dependent upon judicial		
actions,  which  are  often  subject  to  discretion  and  delay.   Under  existing  constitutional  and		
statutory  law  and  judicial  decisions,	including	the  federal  bankruptcy  code,  the  remedies		
specified by the Indenture and the Series	2018 Bonds may not be readily available		or may be		
		each Series		
limited.  The various legal opinions	to be delivered concunently with the delivery of			
											of the remedies	provided in		
of the Series 2018 Bonds will be qualified, as to the enforceability				

55

the various legal instruments, or other similar laws affecting

by the

limitations imposed by bankruptcy, reorganization, insolvency rights of creditors and enacted before or after such delivery.

					FINANCIAL STATEMENTS									
	This District will covenant in a Continuing Disclosure Agreement, the proposed	form of		
				
which is set forth in APPENDIX D hereto, to provide its annual audited financial statements to		
certain info1mation repositories as described in APPENDIX D, commencing with the audit for		
the District fiscal year ending September	30, 2018.	Attached hereto as	APPENDIX Fis a copy		
			statements  for  the  District's  fiscal  year  ended		
of the	District's  most	recent  audited  financial			
																	
September 30, 2017, as well	as	the District's	most recent unaudited financial statements for the		
			statements, including the auditor's report included		
period	ended--~	2018.  Such financial			
					been	included	in	this  Limited	Offering		
within	the	audited	financial	statements,  have							
Memorandum as public documents	and consent from the auditor was not requested.  Further, the		
																				
auditors have not performed any services related to, and therefore are not associated with, the		
preparation	of this  Limited  Offering	Memorandum.   The  Series  2018  Bonds  are  not general		
																				
obligation bonds of the District and are payable solely from the 2018 Pledged Revenues			
	Beginning October 1,	2015, or by the end	of the first full fiscal year after its creation,		
each  community  development  district  in  Florida  must  have	a	separate  website  with  certain		
inf01mation  as  set  forth  in  Section  189.069,  F.S.,  including,  without  limitation,  the  district's		
proposed and final budgets and audit.  The District currently has a website, and more info1mation		
regarding  the  District's  website  may  be  obtained  by  contacting  the  District  Manager  at  the		
address set forth under "THE	DISTRICT-District	Manager and Other Consultants."				
								LITIGATION												
The District																							
	There is no  litigation	of any nature now pending or, to the knowledge of the  District		
threatened,	seeking to restrain or enjoin the issuance,	sale, execution or delivery of	the Series		
							of the Series 2018 Bonds or		
2018 Bonds, or in any way contesting	or affecting (i) the validity			
										or sale thereof, (ii) the pledge		
any proceedings of the District taken with respect to the issuance			
									
or applicationmoneysofany		or security provided for the payment of the Series 2018 Bonds, (iii)		
the existence or powers of the District or (iv) the validity	of the Assessment	Proceedings.			
							
The Developer																							
	The Developer has represented to the District that there is no litigation	of any nature now		
						
pending or, to the knowledge of the Developer,	threatened, which could reasonably be expected		
					of the	Developer	to  complete  the		
to  have  a	material  and  adverse  effect  upon  the  ability					
								
development of the lands within Series 2018 Assessment	Area, as described herein, materially		
											
and adversely affect the ability	of the Developer	to pay the Series 2018  Special Assessments		
imposed against the land within Series 2018 Assessment Area or materially and adversely affect		
the ability of the Developer to perform its various obligations	described in this Limited Offering		
										
Memorandum.																							

56

		NO RATING				
No application for a rating of the Series 2018 Bonds has been made to any rating agency,		
nor is there any reason to believe that the District would have been successful in obtaining an		
investment grade rating for the Series 2018 Bonds had application been made.			
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS		
Section 517.051, Florida Statutes, and the regulations promulgated thereunder requires		
that the District make a full and fair disclosure of any bonds or other debt obligations that it has		
issued or guaranteed and that are or have been in default as	to principal or interest at any time		
after December 31, 1975 (including bonds or other debt obligations for which it has served only		
as a conduit issuer such	as industrial development or private activity bonds issued on behalf of		
private business).  The District is not and has never been in default on any bonds or other debt		
obligations since December 31, 197 5.				
		CONTINUING DISCLOSURE			
The District and the Developer will enter into the Continuing Disclosure Agreement (the		
"Disclosure Agreement"), the proposed form of which is attached hereto as APPENDIX D, for		
the  benefit of the  Series 2018  Bondholders  (including owners  of beneficial interests  in  such		
Bonds), respectively, to provide certain financial information and operating data relating to the		
District and  the  Development by  certain dates  prescribed  in the  Disclosure  Agreement  (the		
"Reports") with the Municipal  Securities Rulemaking Board ("MSRB")  through the MSRB's		
Electronic Municipal Market Access system ("EMMA").  The specific nature of the information		
to be contained in the Repmis is set forth in "APPENDIX	D:  Proposed Fmm of Continuing		
				
Disclosure Agreement.	11	Under certain circumstances, the failure of the District or the Developer		
						
or  any  other  future  obligated  party  to  comply  with  their  obligations  under  the  applicable		
Disclosure  Agreement	constitutes  an  event  of default  thereunder.   Such	a  default  will  not		
constitute an event of default under the Indenture, but such event of default under the Disclosure		
Agreement would allow the Series 2018 Bondholders (including owners of beneficial interests in		
such Bonds) to bring an action for specific performance.				
The District has previously entered into continuing disclosure obligations in connection		
with Rule  15c2-12  (the  "Rule")  promulgated under the  Securities Exchange Act  of 1934, as		
amended in connection with its issuance of the Series 2017 Bonds. A review of filings  made		
pursuant to such prior unde1iaking indicates that all proper filings were made. The Developer has		
not previously entered into any continuing disclosure obligations in connection with the Rule.		
The District and Developer fully anticipate satisfying all future disclosure obligations required		
pursuant  to  the  Disclosure  Agreement  and  Rule  15c2- l 2.	The  District  will  appoint  Lerner		
Repmiing  Services,  Inc.  (the  "Dissemination  Agent"),  as  dissemination	agent  under  the		
			
Disclosure Agreement for the Series 2018 Bonds.				
		UNDERWRITING				
FMSbonds, Inc. (the "Underwriter"), has agreed, pursuant to a contract with the District,		
subject to ce1iain conditions, to purchase the Series 2018 Bonds from the District at a purchase		
price  of $_______ (par  amount  of the  Series  2018  Bonds,  less	[an  original  issue		

57

discount	of	$_____	
Underwriter's obligations are	
obligated to purchase all of a	
Series are purchased.	

and] subject Series

an to of

Underwriter's	discount	of  $_____~	
ce1iain conditions precedent and the Underwriter	
the Series 2018	Bonds if	any Series 2018 Bonds	

The will be of such

The Series 2018 Bonds may be offered and sold to ce1iain dealers, banks and others at		
prices lower than the initial offering prices, and such initial offering prices may be changed from		
time to time by the Underwriter.			
		CONTINGENT FEES			
The  District  has  retained  Bond  Counsel,  District  Counsel,  the  District  Engineer,  the		
Methodology  Consultant,  the  Underwriter  (who  has  retained Underwriter's  Counsel)  and  the		
Trustee (who has retained Trustee's Counsel), with respect to the authorization, sale, execution		
and delivery of the Series 2018 Bonds.  Except for the payment of fees to District Counsel, the		
District Engineer and the Methodology Consultant, the payment of fees of the other professionals		
is each contingent upon the issuance of the Series 2018 Bonds.			
		EXPERTS			
Dennis Wood Engineering LLC, as District Engineer, has prepared the Engineer's Rep01i		
included herein	as	APPENDIX  A,  which report  should be  read  in  its  entirety.   Fish.kind  &		
Associates, Inc.,	as	the District Manager, has prepared the Assessment Methodology	included		
					
herein as APPENDIX E, which report should be read in its entirety.  As a condition to closing on		
the Series 2018 Bonds, both the District Engineer and the Methodology Consultant will consent		
to the inclusion of their repo1is in this Limited Offering Memorandum.			
		VALIDATION			

Bonds issued pursuant to the terms of the Master Indenture have been validated judgment of the Circuit Cowi of the Tenth Judicial Circuit Cowi of Florida in and for County, Florida, rendered on October 2, 2017. The period for appeal of the judgment of bonds expired with no appeals having being taken.

by a Polk such

		LEGAL MATTERS			
Certain legal matters related to the authorization,  sale and delivery of the Series 2018		
Bonds are subject to the approval of	Greenberg Traurig, P.A., Miami, Florida, Bond Counsel.		
Ce1iain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A.		
Tampa,  Florida.   Certain  legal  matters  will  be  passed  upon for  the  District  by  its  counsel,		
Hopping Green & Sams P.A., Tallahassee, Florida.  Certain legal matters will be passed upon for		
the Developer by its &counsel, Straughn	Twner, P.A., Winter Haven, Florida.			
The  form  of opinion	of Bond  Counsel  attached hereto  as  APPENDIX  C is  based on		
existing law, whichto	is subject	change, and is further based on factual representations	made to		
					
Bond Counsel as of	the date hereofCounsel.Bond	assumes no duty to update or supplement its		
opinion  to  reflect  any  facts  or  circumstances  that  may  thereafter  come  to  Bond  Counsel's		
attention,  or  to  reflect  any  changes	in  law  that	may  thereafter  occur  or  become  effective.		

58

Moreover, Bond Counsel's opinion is not a guarantee the Internal Revenue Service or the courts; rather, professional judgment based on its review of existing and covenants that it deems relevant to such opinion.

of a paiticular result and is not binding on such opinion represents Bond Counsel's law, and in reliance on the representations

MISCELLANEOUS

Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.

The references herein to the Series 2018 Bonds and other documents refeITed to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions.

This Limited Offering Memorandum is submitted in connection with the limited offering of the Series 2018 Bonds and may not be reproduced or used, as a whole or in part, for any purpose. This Limited Offering Memorandum is not to be construed as a contract with the purchaser or the Beneficial Owners of any of the Series 2018 Bonds.

[Remainder of page intentionally left blank.]

59

AUTHORIZATION AND APPROVAL

The authorized District.

execution and delivery of this by the Board of Supervisors of

Limited Offering Memorandum has been duly Holly Hill Road East Community Development

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT

By:

___________

_

Chairperson,

Board

of

Supervisors

60

APPENDIX A

ENGINEER'S

REPORT

APPENDIXB

PROPOSED

COPY FORM

OF OF

MASTER SECOND

INDENTURE AND SUPPLEMENTAL INDENTURE

APPENDIXC

PROPOSED

FORM

OF

OPINION

OF

BOND COUNSEL

APPENDIXD

PROPOSED

FORM

OF

CONTINUING DISCLOSURE AGREEMENT

APPENDIXE

ASSESSMENT

METHODOLOGY

APPENDIXF

DISTRICT'S

FINANCIAL STATEMENTS

									DRAFT-1		
									GrayRobinson, P.A.		
									August 2, 2018		
		CONTINUING DISCLOSURE AGREEMENT					
This	Continuing  Disclosure  Agreement  (this	"Disclosure  Agreement")	dated  as  of		
						
	,  2018  is  executed  and  delivered  by  the  Holly  Hill  Road  East  Community		
-----												
Development District (the "Issuer" or the "District"), HHR East, LLC, a Florida limited liability		
company (the  "Developer"), and Lerner Reporting Services, Inc.,  as  dissemination	agent (the		
			
"Dissemination Agent") in connection with the Issuer's Special Assessment Bonds, Series 2018		
(the  "Bonds").	The  Bonds  are  secured  pursuant  to	a	Master  Trust  Indenture	dated  as  of		
November 1,	2017 (the "Master Indenture") and a Second Supplemental	Trnst Indenture dated as		
							
of _____	1, 2018 (the "Second Supplemental	Indenture" and, together with the Master		
										
Indenture, the "Indenture"), each entered into by and between the Issuer and U.S. Bank National		
Association,	a national banking association duly organized and existing under the laws of the		
United States of	America and having a designated corporate trust office in Orlando, Florida, as		
trustee (the "Trustee").	The Issuer, the Developer and the Dissemination Agent covenant and		
agree as follows:												
1.	Purpose	of this  Disclosure Agreement.	This Disclosure Agreement is  being		
executed and delivered by the Issuer, the Developer and the Dissemination Agent for the benefit		
of the  Beneficial  Owners  (as  defined  herein)  of the  Bonds  and  to	assist  the	Participating		
Underwriter (as defined herein) of the Bonds in complying with the Rule (as defined herein).		
The  Issuer  has  no  reason  to  believe  that  this  Disclosure  Agreement  does  not  satisfy  the		
requirements	of	the  Rule  and  the  execution  and  delivery  of this  Disclosure  Agreement  is		
intended to comply with the Rule.	To the extent it is later determined by a comi	of	competent		
jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities		
law, that the Rule requiresor the Issuer	other Obligated Person to provide additional info1mation,		
the Issuer and each Obligated Person agree to promptly provide such additional infmmation.		
The provisions	of this Disclosure Agreement are  supplemental	and in addition to  the		
						
provisions of the Indenture with respect to reports, filings and notifications provided for therein,		
and  do  not in any way relieve the  Issuer, the  Trustee  or any  other person of any covenant,		
agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall		
anything herein prohibit the Issuer, the Trustee or any other person from making any reports,		
filings or notifications required by the Indentureanyor		applicable law.						

2.	Definitions.	Capitalized  terms

Agreement shall have the meaning assigned in the

Rule, in the Indenture.  The following capitalized

shall have the following meanings:

not otherwise Rule or, to the terms as used

defined	in  this  Disclosure	
extent not in conflict with the	
in this Disclosure Agreement	

"Annual Filing Date" means the date set forth in Section 3(a) hereof by which the Annual Report is to be filed with each Repository.

"Annual Financial Infmmation" means annual financial info1mation as such te1m is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

"Annual Rep01i" shall mean any Annual Rep01i provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

"Assessment Area"

shall

mean

that portion of the District lands subject to Assessments.

"Assessments" shall to the payment of the Bonds

mean the pursuant

non-ad valorem Series 2018 Special Assessments pledged to the Indenture.

"Audited Financial Statements" means the financial	statements (if any) of the Issuer for		
					
the prior fiscal year, certified by an independent auditor as prepared in accordance with generally		
accepted accounting principles or otherwise,	as such te1m is used	in paragraph (b )(5)(i)	of the		
		Agreement.				
Rule and specified in Section 4(a) of this Disclosure					

"Audited  Financial  Statements  Filing  Date"		
hereof by which the Audited Financial	Statements		
			
same are not included as part of the Annual Report.		

means the date set forth in Section 3(a) are to be filed with each Repository if the

"Beneficial  Owner"  shall	mean  any  person  which,  (a)  has  the  power,  directly	or		
				
indirectly, to vote or consent with	respect to, or to dispose of ownership	of, any Bonds (including		
					
persons holding Bonds through nominees, depositories or other inte1mediaries), or (b) is treated		
as the owner of any Bonds for federal income tax purposes.				

"Business Day"  means  any day other than  (a)	a  Saturday,	Sunday or	a	day		
						
banks located	in the city in which the designated corporate trust office of the Trustee		
are required or authorized by law or executive	order to close for business,(b) and		a day		
							
the New Yorkis	Stock Exchange    closed.							

on which is located on which

"Disclosure Representative"  shall	mean (i)  as to the Issuer, the District Manager	or	its		
					
designee, or such other person as the Issuer shall designate	in writing to the Dissemination Agent		
					
from  time  to  time  as  the  person  responsible  for  providing  information to  the  Dissemination		
Agent;  and  (ii)  as to  each entity comprising an	Obligated Person (other than the  Issuer),	the		
individuals executing this Disclosure	Agreement	on behalf of such entity or such person(s)	as		

such  entity  shall  designate  in  writing  to  the  Dissemination  Agent  from  time  to  time  as  the		
person(s) responsible for providing infmmation to the Dissemination Agent.				
"Dissemination Agent" shall mean	the Issuer	or an entity appointed by the Issuer to act in		
the  capacity  as  Dissemination  Agent	hereunder,	or  any  successor  Dissemination  Agent		
designated in writing by the Issuer pursuant	to Section 8 hereof.  Lerner Reporting Services, Inc.		
								
has been designated as the initial Dissemination Agent hereunder.				

"District Manager" shall assigns.

mean

Fishkind  &  Associates,  Inc.,  and  its  successors  and

"EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures located at http://emma.msrb.org/.

	"EMMA  Compliant  Fo1mat	11	shall		
					
MSRB	(as  hereinafter  defined)  which  is		
identifying infmmation, all as prescribed by		

mean  a	format  for  any  document	
in  an	electronic  format  and	is	
the MSRB.		

provided to accompanied

the by

2

"Fiscal Year" shall mean the period commencing on October 1 and ending on September		
30 of the next succeeding year, or such other period	of time provided	by applicable law.						
										
"Limited Offering Memorandum" shall mean that Limited Offering Memorandum dated		
_____, 2018, prepared in connection with the issuance of the Bonds.								
"Listed Events" shall mean any	of the events listed in Section 6(a) of this Disclosure		
Agreement.																									
"MSRB" means the Municipal Securities Rulemaking Board.									
"Obligated Person(s)" shall mean, with respect	to the Bonds, those person(s)	who either		
generally or through an enterprise fund or account	of such persons are committed	by contract or		
other arrangement to support payment	of	all or a part of	the obligations on such Bonds (other		
							of	credit, or other liquidity facilities),	which		
than providers	of municipal bond insurance, letters					
person(s)  shall  include	the  Issuer,	and		for		the  purposes  of this	Disclosure  Agreement,		the		
Developer and its affiliates for so	long		as		such Developer	or its affiliates, successors or assigns		
													Lands		
(excluding  residential  home buyers  who  are  end  users)  are  the  owners  of  District			
					
responsible for payment of at least 20%	of the Assessments.											
"Participating Underwriter" shall mean FMSbonds, Inc.										
"Quarterly Filing Date" shall mean for the quarter ending:	(i)	March 31, each May	1;		(ii)		
June  30, each August	1;  (iii)  September 30, each November  1;	and  (iv) December	31, each		
February 1 of the following year.	The first Quarterly Filing Date shall be _____	_		
					
20																									
"Quarterly Report"  shall mean any Quarterly Report provided by any Obligated Person		
(other than the Issuer) pursuant to, and	as described in, Section 5 of this Disclosure Agreement.		
"Repository" shall mean each entity authorized	and approved by the SEC	(as	hereinafter		
defined) from time to time to	act	as a repository for purposes of complying with the Rule.  The		
Repositories	approved	by	the	SEC	may	be	found	by  visiting  the  SEC's	website	at		
http://www.sec.gov/info/municipal/mmsir	.htm.  As	of the date hereof, the Repository	recognized		
									
by  the  SEC  for  such  purpose  is  the  MSRB,  which  currently  accepts  continuing  disclosure		
submissions through its EMMA web portal.  As used herein, "Repository" shall include the State		
Repository, if	any.																								
"Rule"	shall  mean	Rule	15c2-12(b)(5)	adopted	by  the	Securities  and		Exchange		
Commission under the Securities Exchange	Act of 1934,	as	the same has and may be amended		
																
from time to time.																								
"SEC" means the Securities and Exchange Commission.										
"State" shall mean the State	of Florida.															
"State Repository" shall mean any public or private repository or entity designated by the		
State as a state repository for the purposes	of the Rule.													

3

3.

Provision

of

Annual Reports.

(a)	Subject to  the  following  sentence,  the  Issuer  shall  provide  the  Annual
Rep01i to the Dissemination Agent no onelater than		hundred eighty (180) days after the close of		
the Issuer's Fiscal Year (the "Annual Filing Date"), commencing with the Annual Report for the		
Fiscal Year ending September 30, 20_.	The Annual Report may be submitted	as a single		
				other		
document  or  as  separate  documents		comprising  a		package,  and	may  cross-reference			
	of this Disclosure Agreement; provided that the Audited		
information as provided in Section 4			
Financial Statements	of the Issuer may be submitted separately from the balance	of the Annual		
Report,  and  may  be	submitted  in  accordance		with  State  law,  which  cUITently	requires	such		

Audited Financial Statements to be provided		up to, but no later than, nine (9) months after the		
				Financial Statements Filing Date").	The Issuer		
close of the Issuer's Fiscal Year (the	"Audited				
								the components	of an		
shall, or shall cause the Dissemination Agent to, provide to the Repository				
			Agreement		
Annual Report which satisfies the requirements	of	Section 4(a) of this Disclosure			
							
within thiliy (30) days after same becomes available, but in no event later than the Annual Filing		
Date  or Audited Financial  Statements	Filing	Date,		if applicable.	If the  Issuer's	Fiscal	Year		
changes, the Issuer shall give notice of such change in the same manner as for a Listed Event		
under Section 6.																				
(b)	If on the  fifteenth  (15	th	)		day		prior to  each Annual  Filing  Date  or the		
									
Audited  Financial  Statements  Filing		Date,			as		applicable,  the	Dissemination  Agent  has  not		
received  a  copy  of	the  Annual  Repo1i  or  Audited	Financial  Statements,  as  applicable,  the		
											
Dissemination Agent shall  contact the Disclosure Representative by telephone and in writing		
(which may be via email) to remind the Issuer of	its undertaking	to provide the Annual Repmi or		
Audited Financial Statements, as applicable,		pursuant to Section 3(a).  Upon such reminder, the		
																	
Disclosure Representative  shall either (i) provide the Dissemination Agent with an electronic		
copy of the Annual Repo1i or the Audited	Financial Statements, as applicable, in accordance		
																	
with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not		
be able to file the Annual Repmi or Audited Financial Statements, as applicable, within the times		
required under this Disclosure Agreement,  state the date by which the Annual Report or the		
Audited Financial  Statements  for  such year,  as  applicable,  will be provided  and  instruct the		
Dissemination Agent that a Listed Event as			described in Section 6(a)(xv) has occuned	and to		
immediately send a notice to the Repository		in substantially the	fo1m attached hereto as	Exhibit		
																	
A.																				

(c)	If the Dissemination Agent has not received an Annual Repmi by 12:00
noon on the first (1	st	)	Business Day following	the Annual Filing Date for the Annual Rep01i or		
												
					st		Business	Day following	the		
the Audited Financial Statements by  12:00 noon on the first (1		)					
							
Audited Financial  Statements Filing Date for the Audited Financial Statements, then a Listed		
Event as described in Section 6(a)(xv)	shall have occUITed and the Dissemination	Agent shall		
					
immediately send a notice to the Repository in substantially the fmm attached as Exhibit A.			
(d)			The Dissemination Agent shall:								

address

and filing

(i)	determine  each year prior to  the  Annual  Filing  Date the  name,

requirements of the Repositmy; and

4

	(ii)	promptly upon fulfilling its obligations under subsection (a) above,	
file a notice with the Issuer stating that the Annual Rep01i or Audited Financial Statement has	
been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and	
listing all Repositories with which it was filed.		
(e)	All	documents,  rep01is,  notices,	statements,  information  and  other	
materials  provided  to  the  MSRB  under this  Disclosure  Agreement  shall  be  provided  m  an	
EMMA Compliant Fmmat.			

4.

Content

of

Annual Reports.

(a)	Each  Annual  Rep01i  shall  contain  Annual  Financial  Information  with

respect to the Issuer, including the following:

(i)	The amount of Assessments	levied in the Assessment		
				
most recent prior Fiscal Year.				
(ii)	The amount of Assessments	collectedAssessmentinthe		
				
the property owners during the most recent prior Fiscal Year.		

Area for the

Area from

(iii)	If available, the amount of delinquencies	in the Assessment Area		
							
greater than one hundred fifty (150) days, and, in the event that delinquencies amount to more		
than ten percent (10%) of the amounts of the Assessments due in any year, a list of delinquent		
property owners.												
(iv)	If available, the amount of tax certificates	sold for lands within the		
							
Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal		
Year.												
(v)	All fund balances in all Funds and Accounts for the Bonds.			
(vi)	The total amount of Bonds Outstanding.						
(vii)    The amount of principal and interest to be paid on the Bonds in the		
cun-ent Fiscal Year.												
(viii)   The most recent Audited Financial	Statements of the Issuer.			
							
(ix)	In the event	of any amendment or waiver	of	a provision of this		
Disclosure Agreement, a description	of such amendment or waiver in the next Annual Report,		
	applicable,  a	narrative  explanation	of the  reason  for  the		
and  in each  case  shall  include,  as					
amendment or waiver and its impact on the type	(or, in the	case of a	change in accounting		
principles, on the presentation) of financial	information or operating data being presented by the		
						to  be  followed	in		
Issuer.  In addition,  if the  amendment relates  to  the  accounting  principles				
preparing financial statements: (i) notice of such change shall be given in the same manner as	for		
a Listed Event under Section 6(b );	and (ii) the Annual Repmi for the year in which the change is		
made should present a comparison	(in narrative form and also,	if feasible, in quantitative f01m)		

5

between the financial statements as	prepared on the basis of the new accounting	principles and		
				
those prepared on the basis of the former accounting	principles.					
							
To the extent any of the items set fmih in subsections (i) through (vii) above are included		
in the Audited Financial Statements	refeITed to in subsection (viii) above, they do not have to be		
separately set fmih (unless Audited Financial Statements are being delivered more than 180 days		
after the close of the Issuer's Fiscal Year pursuant to Section 3(a) hereof). Any or all of the items		
listed above may be incorporated by reference from other documents, including limited offering		
memorandums  and official  statements	of debt  issues  of the  Issuer or related public  entities,		
			If the document	incorporated by reference		
which have been submitted to the MSRB or the SEC.				
is  a final  limited offering  memorandum  or official	statement,  it must be  available  from  the		
MSRB. The Issuer shall clearly identify each such other document	so incorporated by reference.		

(b)	The Issuer and each Obligated Person agree to supply, in a timely fashion,
any information reasonably requested by the Dissemination Agent that is necessary in order for		
the Dissemination Agent to caITy out its duties under this Disclosure	Agreement.  The Issuer		
		by  the		
acknowledges  and  agrees  that  the  infmmation	to	be  collected  and  disseminated			
					
Dissemination  Agent  will  be  provided  by  the  Issuer,  Obligated  Persons  and  others.   The		
Dissemination Agent's duties do	not include authorship or production	of any materials, and the		
Dissemination Agent shall have	no responsibility hereunder for the content of the information		
provided to  it by the Issuer, an Obligated	Person or others as thereafter disseminated	by the		

Dissemination Agent.											
(c)	Any Annual Financial Infmmation	containing modified operating data or		
		fmm, the reasons for the modification		
financial information is required to explain, in	na1Tative			
			data  or  financial  information  being		
and  the  impact  of	the  change  in  the  type	of	operating			
								
provided.												

5.

Quarterly Reports.

(a)	Each Obligated Person (other than the Issuer) shall provide an electronic

copy of the Quarterly Repmi to the Dissemination	Agent no later than fifteen (15) days		
				
the Quarterly Filing Date.  Promptly	upon receipt of an electronic copy of the Qumierly		
			Agent shall		
but in any event within ten ( 10) days after receipt thereof, the Dissemination			
			
a Quarterly Report to the Repository.					

prior to Repmi, provide

(b)	Each  Qumierly  Report  shall  contain  an  update

infmmation to the extent available:

of

the	following

(i) Assessments.

(ii) Obligated Person.

(iii)

The

The

The

number

number

number

and type

and type

and type

of

of

of

lots in the Assessment Area subject to the

lots owned in the Assessment Area by the

lots platted in the Assessment Area.

6

(iv) the Assessment Area.

The number and type

of

homes under contract with home buyers in

		(v)		The number and type of homes closed with homebuyers	(delivered		
								
to end users) in the Assessment Area.													
		(vi)		Any change to the number or type of lots planned to be developed		
in the Assessment Area by the Obligated Person.										
		(vii)    Materially adverse changes or determinations	to permits/approvals		
								
for the development of the Assessment Area which necessitate changes to the land use plans of		
any Obligated Person.																
		(viii)   The occurrence	of any new or modified	mortgage debt on the land		
											
owned by the Obligated Person in the Assessment Area, including the amount, interest rate and.		
	(c)	If an Obligated Person sells, assigns or otherwise transfers ownership of		
real  property  in  an  Assessment  Area  (a  "Transferor  Obligated  Person")  to	a third  party  (a		
"Transferee"),  which	will	in  tum  be  an  Obligated  Person	for	purposes  of	this  Disclosure		
Agreement as a result thereof (a "Transfer"),	the Transferor Obligated Person hereby agrees to		
use  its  best  efforts  to  contractually	obligate  such  Transferee  to  agree  to  comply  with  the		
				so	long as	such Transferee	is an		
disclosure obligations	of	an Obligated Person hereunder for						
Obligated	Person hereunder,  to  the  same	extent  as  if such	Transferee		were	a  party  to  this		
Disclosure	Agreement  (an		.	The  Transferor  Obligated Person  shall  notify  the		
		"Assignment")												
District and the Dissemination Agent in writing of any Transfer within five (5) Business Days of		
the  occurrence thereof.	Nothing herein shall be construed to relieve the Developer from its		
obligations hereunder except to the extent a written Assignment	from a Transferee is obtained		
and delivered to the Dissemination Agent and then only to the extent of such Assignment.			

6.

Reporting

of

Significant Events.

of

(a)	This Section 6 shall govern the	
the following Listed Events:	

giving

of

notices

of

the occmrence

of

any

(i)	Principal and interest payment delinquencies;

(ii)

(iii) financial difficulties;

(iv) difficulties;*

(v) perfmm;*

Non-payment related defaults, if material;		
Unscheduled draws on the Debt Service Reserve Fund		
Unscheduled  draws  on  credit  enhancements  reflecting		
Substitution  of credit  or  liquidity	providers,  or  their		

reflecting

financial

failure  to

*

Not applicable to the

Bonds

at

their date

of

issuance.

7

(vi)	Adverse tax opinions, the issuance by the Internal Revenue Service

of proposed or final	determinations of taxability, Notices of Proposed	Issue (IRS	F01m 5701-		
					
TEB) or other material notices or determinations with respect to the tax status of the Bonds, or		
other material events affecting the tax status of the Bonds;				

Bonds,

if

(vii) (viii) (ix)

(x) material;

(xi)

Modifications to rights of Bond holders,	if material;		
Bond calls, if material,	and tender offers;			
				
Defeasances;				
Release, substitution, or sale of property securing repayment		
Rating changes;*				

of

the

(xii)	Bankruptcy, insolvency, receivership or similar event of the Issuer

	or any Obligated Person (which is considered to occur when any of the following occur: the		
	appointment of a receiver, fiscal agent or similar officer for the Issuer or any Obligated Person in		
	a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state	or federal		
	law in which a court or governmental authority has assumed jurisdiction over substantially	all of		
				
	the assets or business	of the Issuer or any Obligated Person, or	if such jurisdiction	has been		
							
	assumed  by  leaving the  existing  governing body  and  officials  or  officers  in possession but		
	subject to the supervision and orders of a comi or governmental authority,  or the entry of an		
	order confirming a plan of reorganization,	arrangement or liquidation by a comi or governmental		
			all of the assets or business	of the		
	authority having supervision or jurisdiction over substantially				

or	Issuerany Obligated Person);							

(xiii)	Consummation of a merger, consolidation, or acquisition involving

the Issuer or any Obligated	Person or the sale of	all or substantially all of the assets of the Issuer		
			course	of business, the entry	into a definitive		
or any Obligated Person, other than in the ordinary					
				relating to		
agreement to unde1iake such an action or the te1mination	of a definitive agreement			

any such actions, other	than pursuant to its te1ms,	if material;				

name

of

(xiv)	Appointment of a successor or additional Trustee or the

the Trustee, if material; and

change

of

		(xv)    Failure to  provide	(A)  any Annual  Report or Audited Financial		
Statements	as required	under this Disclosure Agreement that contains, in all material respects,		
the info1mation required to be included therein under Section 4(a) of this Disclosure	Agreement,		
or (B) any Quaiierly Report that contains, in all material respects, the information required	to be		
				
included therein under  Section 5(b) of this Disclosure Agreement, which failure  shall,  in all		
cases, be deemed material under federal securities laws.								
	(b)	The Issuer shall	give, or cause to	be given, notice of the occurrence	of any		
							time		
of the above subsection (a) Listed Events to the Dissemination Agent in writing in sufficient			
			
in order to	allow the Dissemination Agent to file notice	of the occurrence	of such Listed Event in		
a timely manner not in excess of ten (10) Business Days after its occunence, with the exception		

8

of the Listed Event described	in Section 6(a)(xv), which notice will be given in a timely manner.		
Such  notice  shall  instruct  the  Dissemination  Agent  to  report  the  occurrence  pursuant  to		
subsection (d) below.  Such notice shall identify the Listed Event that has occurred, include the		
text of the disclosure that the Issuer desires	to make, contain the written authorization of the		
Issuer for the Dissemination Agent to disseminate such information, and identify the date the		
Issuer desires for the Disclosure	Dissemination Agent to disseminate	the inf01mation (provided		
					the Listed		
					th	)  Business Day after the occurrence of			
that such date is not later than the tenth (10					
					
	by			as required			.						
						this Agreement)						
Event or such earlier time period													
(c)	Each Obligated Person shall notify the Issuer of the occunence of a Listed		
in  Event described	subsections	(a)(x), (xii) or (xiii) above as to such Obligated	Person within five		
				to comply		
					of the Listed Event so	as to enable the Issuer			
(5) Business Days after the occurrence					
											
with its obligations under this Section	6.											
												
( d)	If the Dissemination	Agent has been instructed	by the Issuer to	report the		
				file a notice of such		
									
occurrence of a Listed Event,	the Dissemination Agent shall immediately			

occunence with each Repository.													
(e)	The Developer hereby	represents and warrants that it has not previously		
			with a prior offering of securities		
entered into any continuing disclosure agreement in connection			
in order to enable an underwriter	of said securities to comply with the provisions of the Rule.		

7.	Termination	of	Disclosure	Agreement.		
						
te1minate upon the defeasance, prior redemption or payment		

This in full

Disclosure of all of the

Agreement shall Bonds.

8.	Dissemination Agent.	Upon termination of the Dissemination	Agent's services		
			Agent, the Issuer		
as Dissemination Agent, whether by notice of the Issuer or the Dissemination				
			to  assume		all		
agrees  to	appoint	a  successor  Dissemination  Agent  or,	alternatively,	agrees					
responsibilities of	Dissemination	Agent under this Disclosure Agreement for the benefit	of	the		
							
										Dissemination Agent, the		
Holders of the Bonds.  If at any time there is not any other designated			
District shall be deemed to be the Dissemination Agent.	Notwithstanding any replacement or		
appointment of a successor,		the Issuer shall remain liable until payment in full for any and all		
sums owed and payable to the Dissemination Agent hereunder.  The initial Dissemination Agent		
shall be Lerner Reporting Services,	Inc.  The acceptance of such designation	is evidenced by the		
			the Dissemination		
						signatory of			
execution	of this	Disclosure	Agreement by a duly authorized				
							Agent at any time upon		
Agent. The Dissemination	Agent may terminate its role as Dissemination			
							Person.					
delivery of thirty (30) days prior written notice to the District and each Obligated						
						
9.	Amendment; Waiver.	Notwithstanding any other provision		of this Disclosure		
											
Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement, and		
any provision of this Disclosure	Agreement may be waived,	if such amendment or waiver	is		
			to		
			laws, acceptable	to the Issuer,			
		expert in federal securities						
supported by an opinion of	counsel							
				of itself,	cause the undertakings		
										
the effect that such amendment	or waiver would not, in and					
				or waiver had been effective on the date hereof but		
herein to	violate the Rule	if	such amendment			
								of the Rule.					
taking into account any subsequent change in or official interpretation						

9

In the event of any amendment or waiver of a provision	of this Disclosure Agreement, the		
Issuer shall describe such amendment and/or waiver in the next Annual Repmi and shall include,		
as applicable, a nairntive explanation of the reason for the amendment or waiver and its impact		
on the type ( or, in the case of a change in accounting principles, on the presentation) of financial		
info1mation or operating	data being presented	by the  Issuer.	In addition,  if the  amendment		
				statements: (i) notice of		
relates to the accounting principles to be followed in preparing financial			
such change shall be given in the same manner as for a Listed Event under Section 6(b); and (ii)		
the Annual Report for the year in which the change is made should present a comparison (in		
narrative form and also,	if feasible,	in quantitative fmm)  between the financial	statements	as		
				the		
prepared on the basis of	the new accounting principles and those prepared on the basis of			
former accounting principles.								

of

Notwithstanding the above provisions	of this Section 9,	no		
				
Section 5(b) hereof may be made without the consent of the each		

amendment to the provisions Obligated Person, if any.

10.	Additional Information.		Nothing	in this Disclosure Agreement shall be deemed		
															of dissemination		
to prevent the Issuer from disseminating	any other information, using the means			
										of communication,	or including any		
set fo1ih in this Disclosure Agreement or any other means				
other information in any Annual Repmi or notice	of occurrence	of a Listed Event, in addition to		
that which  is  required by this  Disclosure		Agreement.		If the	Issuer chooses  to	include	any		
			of occurrence		of	a Listed Event in addition to that		
info1mation in any Annual Repmi or notice							
which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation		
under this Disclosure Agreement to update such information or include it in any future Annual		
Repmi or notice of occmTence of a Listed Event.																
11.	Default.  In the event of a failure of the Issuer, the Disclosure	Representative, any		
			of this Disclosure		
Obligated Person or the Dissemination Agent to comply with any provision			
Agreement,	the  Trustee	may  (and,	at		the		request  of	any		Participating	Underwriter  or	the		
														amount	of		
Beneficial  Owners  of	at  least  twenty-five  percent	(25%)	aggregate  principal				
							
Outstanding Bonds and receipt of indemnity	satisfactory to the Trustee, shall), or any beneficial		
							and appropriate, including seeking		
owner of a Bond may take such actions	as	may be necessary			
													
mandamus	or  specific	performance	by	comi	order,		to  cause  the  Issuer,  the  Disclosure		
Representative, any Obligated Person	or a Dissemination	Agent, as the case may be, to comply		
				A  default  under  this  Disclosure		
with  its  obligations  under  this  Disclosure  Agreement.					
Agreement by any Obligated Person shall not be deemed a default by the Issuer hereunder and		
no  default hereunder shall be deemed an Event	of Default under the Indenture,	and the sole		
remedy under this Disclosure Agreement	in the event of	any failure	of the Issuer, the Disclosure		
Representative, any Obligated Person, or a Dissemination Agent, to comply with this Disclosure		
Agreement shall be an action to compel performance.															
12.	Duties of Dissemination Agent.  The Dissemination	Agent shall have only such		
duties  as  are  specifically  set  fmih  in  this  Disclosure  Agreement  between  the  District,  the		
Developer and such Dissemination Agent.  The Dissemination Agent shall have no obligation to		
notify any other paiiy hereto of an event that may constitute	a Listed Event.  The District, each		
Obligated Person and the Disclosure Representative covenant that they will supply, in a timely		
fashion, any information reasonably requested by the Dissemination Agent that is necessary in		
order for the Dissemination Agent to carry out its duties under this Disclosure Agreement.	The		

10

District,  the  Developer  and  the  Disclosure  Representative  acknowledge  and  agree  that  the		
information to be collected and disseminated by the Dissemination Agent will be provided by the		
District,  Obligated  Person(s),  the  Disclosure  Representative  and  others.   The  Dissemination		
Agent's duties do not include authorship or production of any materials, and the Dissemination		
Agent shall have no responsibility hereunder for the content of the info1mation provided to it by		
the District, any Obligated Person or the Disclosure Representative	as thereafter disseminated by		
						
the Dissemination Agent.   Any filings  under this  Disclosure Agreement made to  the  MSRB		
through EMMA shall be in an EMMA compliant fo1mat.						
13.		Beneficiaries.  This Disclosure Agreement shall inure solely to the benefit of the		
Issuer, the Developer, the Dissemination Agent, the Trustee, the Participating Underwriter and		
the Owners	of the Bonds (the Dissemination Agent, the Trustee, Participating	Underwriter and		
					
Owners of	the Bonds being hereby deemed express third paiiy beneficiaries	of this Disclosure		
Agreement), and shall create no	rights in any other person or entity.						
14.		Tax Roll and Budget.	Upon the request of the Dissemination	Agent, the Trustee		
								
or any Bondholder, the Issuer, through its District Manager, if applicable, agrees to provide such		
party with a ce1iified copy of its most recent tax roll provided to the Polk County Tax Collector		
and the Issuer's most recent adopted budget.						
15.		Governing Law.	The laws of the State of Florida and Federal law shall govern		
this Disclosure Agreement and venue shall be any state or federal court having jurisdiction in		
Polk County, Florida.								
16.		Counterparts.	This  Disclosure  Agreement  may  be  executed  in  several		
counterparts  and  by  PDF  signature  and  all  of which  shall  constitute  but  one  and  the  same		
instrument.										
17.		Trustee Cooperation.	The Issuer represents that the Dissemination	Agent is a		
						
bona fide agent of the Issuer and the Issuer instructs the Trustee to deliver to the Dissemination		
Agent at the expense of the Issuer, any infmmation or reports readily available to  and in the		
possession of the Trustee that the Dissemination Agent requests in writing.					
18.		Binding Effect.	This Disclosure Agreement shall be binding upon each paiiy to		
this Disclosure Agreement and upon each successor and assignee of each party to this Disclosure		
Agreement and shall inure to the benefit of, and be enforceable by, each paiiy to this Disclosure		
Agreement  and  each  successor  and  assignee  of each  paiiy  to  this  Disclosure  Agreement.		
Notwithstanding the foregoing,  as to the Developer or any assignee or successor thereto that		
becomes an Obligated Person pursuant to the te1ms of this Disclosure Agreement, only successor		
or  assignees	to  such  paiiies  who  are,  by  definition,  Obligated  Persons,	shall  be  bound  or		
benefited by	this Disclosure Agreement.						

[Signature Page Follows]

11

IN WITNESS WHEREOF, of the date and year set forth above.

the undersigned has

executed this

Disclosure

Agreement

as

HOLLY HILL ROAD EAST COMMUNITY		
DEVELOPMENT DISTRICT,	AS ISSUER		

[SEAL]

By:

Chairperson,

ATTEST:

By:
Assistant Secretary

Board

of

Supervisors

HHR EAST,

LLC,

AS DEVELOPER

By:

_____________

_

Name:

Title:

-------------- ---------------

LERNER REPORTING SERVICES, INC.,

AS

DISSEMINATION AGENT

By:

_____________

_

Name:
Title:

-------------- ---------------

CONSENTED TO AND AGREED TO BY: DISTRICT MANAGER

FISHKIND & ASSOCIATES, INC., AS DISTRICT MANAGER
By:------------

Name:
Title:

----------- -----------

12

Acknowledged

Sections 11, 13

and and

agreed to 17 only:

for purposes

of

U.S. BANK NATIONAL ASSOCIATION, TRUSTEE

AS

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

Title:

---------------

13

EXHIBIT A			
FORM OF NOTICE TO REPOSITORIES	OF FAILURE		
			
TO FILE [ANNUAL REPORT]		
[AUDITED FINANCIAL STATEMENTS][QUARTERLYREPORT]		

Name

Name

oflssuer: of Bond Issue:

Holly Hill Road East Community Development District			
$_____ original  aggregate  principal  amount	of	Special	
Assessment Bonds, Series 2018			

Obligated Person(s):	Holly Hill Road East Community Development District;	

Original Date oflssuance:

_____

.,

2018

CUSIP Numbers:					
NOTICE	IS HEREBY GIVEN that the  [Issuer][Obligated	Person] has not provided an	
[Annual Report]	[Audited Financial Statements]  [Quarterly Report] with respect to the above-	
named Bonds as	required by [Section 3]  [Section 5]  of the Continuing Disclosure	Agreement	
dated _____, 2018,  by  and  between	the  Issuer,  the Developer  and the  Dissemination	
Agent  named  therein.   The  [Issuer][Obligated  Person]  has  advised  the  undersigned  that  it	
anticipates that the [Annual Report]  [Audited Financial Statements]  [Quarterly Report] will be	
filed by ______, 20 __				

Dated:

------

, -------

as

Dissemination Agent

By:------------

Name:
Title:

------------- -------------

cc:	Issuer Trustee

14

Holly Hill Road East

Community Development District

ADA Website Compliance (provided under separate cover)

HollyRoadHill	East

Community Development District

Requisition No.	_		
			
for the Amenity Center Lands		
(provided under separate cover)		

Holly

Community

Hill Road East

Development District

Payment

Authorization

No. 36 -	37	

HOLLY HILL ROAD EAST

COMMUNITY

DEVELOPMENT  DISTRICT

Payment Authorization No. 036	
7/13/2018				
Item			Vendor	
No.				
1	Carr Riggs & Ingram	
	2017FY	Audit		
2	Duke Energy		
	Acct 57840 25499	; Service 06/05/18-07 /05/18	
3	Fish kind & Associates	
	DM Fee & Reimbursables: July 2018	
4	Supervisor Fees	• 06/20/2018 Meeting	
	Rennie Heath		
	Scott Shapiro		
	Lauren Schwenk		
	John Mazuchowski	
	Andrew Rhinehart		

Invoice		General	
Number		Fund	
16493771	$	1,000.00	
	$	336.52	
23004	$	1,900.60	
	$	200.00	
	$	200.00	
	$	200.00	
	$	200.00	
	$	200.00	

TOTAL

$

4,237.12

~~-

}

Board

Member

Please Return To:

Holly Hill Road East

COD

c/o

Fishkind

&

Associates

12051

Corporate Boulevard

Orlando, FL 32817

	CRI	~l:G::		
		IN GRAM		
	CPAs and	Advisors		
151	Mary Esther Boulevard, Suite 301		
	Mary Esther,  FL 32569		
	850-244-8395			
	Federal ID 72-1396621		

Holly Hill Road East COO			
c/o Fishkind & Associates, Inc.			
12051 Corporate Blvd.			
Orlando, FL	32817			
Invoice No.	16493771 (include on check)	Cc		
		I		
Date	06/29/2018	.,I		
				
Client No.	20-05677. 000			
Professional services rendered as follows:			
Final billing	on audit of financial statements			
as of September 30, 2017.			
Less amount previously billed			

$	3,000.00	
	(2,000.00)	
$==='1==00==0=".0,,,,,0	

0 • 30 1,000.00

31- 60 0.00

61

- 90 0.00

91

- 120 0.00

Over

120 0.00

Balance 1,000.00

We accept most over the phone.

major credit

cards.

Please complete

the

following information

or

contact

our

office

to

submit

your

payment

Invoice

Invoice

Date:  06/29/2018	
Number:	16493771	

Client No:  20
Total Amount Due:

-05677 $

1,000.00

Holly Hill

Road

East

COD

Name

as

it

appears

on

card:

_____________________________

_

Billing

Address:----------------------------------

Card

#

___________________

Exp

Date:

______

Security#

_____

_

Payment Amount:

____________

Signature:

_________________

_

Carr,

State

Riggs

law.

&

Ingram,

LLC

reserves

the

right

to

assess

finance

charges

on

past

due

balances

up

to

the

maximum

amount

allowed under

DUKE

ENERGY®

	OF ELECTRIC SERVICE	.i				
STATEMENT		~2}'	57840	25499		

	JULY	2018					

FOR CUSTOMER SERVICE	OR	
PAYMENT LOCATIONS CALL:	
1-871-372-84 77		
WEB SITE: www.duke-energy.com	
TO REPORT A POWER OUTAGE:	
1-800-228-8485		
PIN:  568174431		
METER READINGS		

HOLLY HILL ROAD EAST CDD			DUE DATE		
ATTN:	JOE	MCCLAREN					JUL 30	2018		
12051	CORPORATE  BLVD							
ORLANDO		FL	32817			NEXT READ		
SERVICE ADDRESS'					DATE ON OR		
		WELL			ABOUT			
569  CITRUS	ISLE  LllOP,				AUG 06	2018		
DAVENPORT		FL	33837						
									
GS-1		060	GENERAL	SERVICE	-	NON	DEMAND	SEC		
BILLING  PERIOD .. 06-05-18	TO	07-05-18	30	DAYS			
CUSTOMER	CHARGE		1895	KWH@	7.20400¢			
ENERGY  CHARGE								
FUEL	CHARGE			1895	KWH@	4.13200¢			
ASSET	SECURITIZATION  CHARGE    1895	KWH@	0.19700¢			

TOTAL AMOUNT DUE 336.52

DEPOSIT AMOUNT ON ACCOUNT

240.00

11.67 136.52 78.30 3.73

METER NO. PRESENT PREVIOUS DIFFERENCE TOTAL KWH

001000030	
(ACTUAL)	003778	
(ACTUAL)	001883	
	001895	
	1895	

*TOTAL	ELECTRIC	COST				
GROSS	RECEIPTS	TAX		FEE			
MUNICIPAL	FRANCHISE				
MUNICIPAL	UTILITY	TAX	ON	ELECTRIC		
STATE	AND	OTHER	TAXES				
TOTAL	CURRENT  BILL						
BALANCE	FORWARD							
TOTAL	DUE  THIS		STATEMENT		

230.22 5.90 15.14 18.62 19.97

289.85 46.67

$336.52

	70		
	60		
I	50		
~	40		
cj			
	30		
~			
			
~	20		
;;:			
	10		
0			
			
	0		

Payment of this statement within 90 days from the billing date will		
avoid a 1%  late charge	being applied to this account.		
If your previous unpaid	balance has been paid, please disregard.		

	J  A  S	O  N  D	J	F  M A  M J  J	
		ENERGY	USE ----	
DAILY	AVG.   USE  -		63	KWH/DAY	
USE  ONE  YEAR	AGO   -		0	KWH/DAY	
*DAILY	AVG.  ELECTRIC		COST  -	$7.67	

BF_BL_DEF _20180706_215443_3.CSV-2399-000000595

DETACH AND RETURN THIS SECTION

MM

0001011

BILL#

1 OF 2 GRP

795

Make checks payable to:  Duke Energy					
ACCOUNT NUMBER • 57840 25499							
002399	000000595										
1	1	1	11	111	1	1	1	1	1	111	111	1	1		
• 11•	11•	•1l1llll • 1l1		111  •11	11 •1•1111••	•1			•1•1	11		
HOLLY HILL ROAD EAST COD							
ATTN: JOE MCCLAREN										
12051	CORPORATE	BLVD									
		-1450									
ORLANDO FL 32817										

i::.·•~>. ~

~lli~!~1l~iu~§;:(g&m~tlii~1J1;, JUL 30 2018
P.O. BOX 1004

CHARLOTTE,

NC 28201-1004

336.521

PLEASE ENTER

AMOUNT PAID
I

578402549960000003365290000000466720000002898500100000000009

Fishkind & Associates, Inc.

12051 Corporate Blvd.

Orlando, FL 32817

Holly Hill Road East COD

c/o Fishkind & Associates, Inc.

12051 Corporate Blvd

Orlando, FL  32817

File: HollyHillRoadEastCDD

Services:

District Management Fee:2018July

Website

Conference Calls

Copies

Postage

FISHKIND & ASSOCIATES

Invoice Invoice #: 123004 7/10/2018

Holly Hill Road East

Amount

1,666.67 125.00 7.15 94.05 7.73

Please include the invoice number on your remittance and submit to:

Fishkind & Associates, Inc. 12051 Corporate Blvd. Orlando, FL 32817 Ph: 407-382-3256 Fax: 407-382-3254 www.fishkind.com

Balance Due	$1,900.60	

ITIUU'"C;l'\.r\lVn

.

LV1..J-\IIUR

BILLING BILLING

REF# REF#

1 4

lBILLING REF# 2

BILLING

REF#

3

CONF. NO	COST	CENTER		
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CONF. DATE	CONF. TITLE/ NAME/ ANI		TIME	SERVICE	
P5/03/2018	14073823256	9:27	AM·11:29AM	GLOBALMEET®	AUDIO	
P5/03/2018	18136217841	9:27	AM	• 11:27AM	GLOBALMEET®	AUDIO	
05/03/2018	18132049082	9:28AM	• 11:30AM	GLOBAlMEET®	AUDIO	

ACCESS TYPE

OLL FREE

OLL FREE

OLL FREE

PERSONS	UNITS	RATE	
1	122	0.09/MIN	
1	120	0.09/MIN	
1	122	0.09/MIN	

CHARGE 10.98 10.80 10.98

TAX

2.66 2.62 ~.66

CALL

TOTAL

".T
,···-·--~
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P5/03/201s	19709484222	
P5/03/2018	19709484222	

9:29AM	• 10:37AM	GLOBAlMEET®	AUDIO	
10:35AM	• 10:47AM	GLOBAlMEET®	AUDIO	

OLL FREE

OLL FREE

1	68	0.09/MIN	
1	12	0.09/MIN	

6.12 1.08

~.48 1:>.26

	.. \ f\/	(\S	1:-		
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19709484222 14073823256 19709484222 14073752698 14073752698

10:45AM	• 11:30AM	GLOBAlMEET®	AUDIO	
11:56AM	• 12:43PM	GLOBAlMEET®	AUDIO	
12:04PM	• 12:45PM	GLOBALMEET®	AUDIO	
12:05PM	• 12:48PM	GLOBAlMEET®	AUDIO	
5:54PM	• 6:02PM	GLOBALMEET@ AUDIO	

OLL FREE

OLL FREE

OLL FREE

OLL FREE

~a LL FREE

1 1 1 1 1

45 47 41 43 8

0.09/MIN 0.09/MIN 0.09/MIN 0.09/MIN 0.09/MIN

4.05 4.23 3.69 3.87 0.72

i,.98 ~-03 1:>.89 1:).94 p.18

S4.67

~4.65

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05/10/2018 05/10/2018

18139665084 ;4073752693
1813966508.:,
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18633243698 17703789695

	5:58PM	•	6:02PM	GLOBAlMEET®	AUDIO	
	6:26PM	-	7:L~6PM	IGLOSAtlltl:ET®	AUDIO	
.J	-~~~7~~~,t~--~;.::P~/.-	e:~.C~~:~1~1-~~~iiU~lO	
	8:57 AM·10:32AM	GLOBALMEET®	AUDIO	
	9:05AM	•	9:34AM	GLOBALMEET®	AUDIO	

.

..

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	:fOLL FREE		
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. ..	I	..		
				
	[OLL FREE		
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	1		4		0.09/MIN	0.36	i,.09	~.35				
	1		so		0.09/MIN	7.20	f-75					
													
.. -··--.	.		1:5	..	[ o.09/r11i1N	1,4t..	F•.35	110.74			
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	1		95		o.09/i,.1il	·-3;55	~-07					
												
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05/10/2018 PS/10/2018 05/10/2018

18636620018 14073623256 14073823256

9:28AM	• 10:04AM	GLOBALMEET®	AUDIO	
9:31AM		• 10:14AM	GLOBAlMEET®	AUDIO	
10:25AM	-10:32AM	GLOBAlMEET®	AUDIO	

~OLL FREE

lfOLL FREE

OLL FREE

1	36	
1	43	
1	7	

0.09/MIN 0.09/MIN 0.09/MIN

3.24 3.87 0.63

0.79 0.94 0.15

~3.48

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PS/10/2018 b5/10/2018 b5/10/2018

14073823256 14073823256 18636197103

10:58AM	• 11:05AM	GLOBAlMEET®	AUDIO	
11:04AM	• 11:59AM	GLOBALMEET®	AUDIO	
11:04AM	• 12:26PM	GLOBAlMEET®	AUDIO	

OLL FREE OLL FREE OLL FREE

1	7	
1	55	
1	82	

0.09/MIN 0.09/MIN 0.09/MIN

0.63 4.95 7.38

p.15 ~-21 it-Bo

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)5/10/2018 05/10/2018

18633243698 18136217841

11:12AM	• 12:05PM	GLOBAlMEET®	AUDIO	
11:26AM	• 12:26PM	GLOBAlMEET®	AUDIO	

DLL FREE ~OLL FREE

1	53	0,09/MIN	4.77	.16		
1	60	0.09/MIN	5.40	.31	27.98	

1977510	'  -				
					
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05/16/2018

05/16/2018

b5/16/2018

PS/16/2018

PS/16/2018

14073823256 18636620018 18132541763 18636620018 18633243698

10:27AM	• 11:12AM	
10:27AM	• 10:32AM	
10:29AM	• 11:19AM	
10:30AM	• 11;12AM	
10:31AM	• 10:54AM	

GLOBALMEET®	AUDIO	
GLOBAlMEET@ AUDIO	
GLOBAlMEET@ AUDIO	
GLOBAlMEET®	AUDIO	
GLOBAlMEET®	AUDIO	

OLL FREE ifOLL FREE OLL FREE OLL FREE OLL FREE

1 1 1 1 1

45

5 so

42 23

0.09/MIN	4.05	
0.09/MIN	0.45	
0.09/MIN	4.50	
0.09/MIN	3.78	
0.09/MIN	2.07	

0.98

O.ll .09 l:>.92 0.50

,,.

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	P5/16/2018		
	05/16/2018		
	PS/23/2018		
	05/23/2018		
	05/25/2018		
..	05/25/2018		
			
	PS/25/2018		
	P5/31/2018		

14073823256 18633243698 18502646882 19417556574 14073752698 14073752698 14073752698

10:42AM	• 11:19AM	GLOBAlMEET®	AUDIO	
10:52AM	• 11:19AM	GLOBAlMEET®	AUDIO	
8:54AM	• 9:06AM	GLOBALMEET®	AUDIO	
8:58AM	-1:52PM	GLOBAlMEET®	AUDIO	
8:5 7 AM	• 9:1 DAM	GLOBALMEET®	AUDIO	
9:14AM	• 9:27AM	GLOBALMEET@ AUDIO	
10:5 5AM	• 11:11AM.	GLOBALMEET®	AUDIO	
7:59PM	!MEET PLUS· MONTHLY	

OLL FREE OLL FREE OLL FREE DLL FREE ~OLL FREE ~OLL FREE
OLL FREE

1 1 1 1 1 1 1

37 27 12 294 13 13 16 1

0.09/MIN	:;.;;	
0.09/MIN	2.43	
0.09/MIN	7..08	
0.09/MIN	26.46	
0.09/MIN	1.17	
0.09/MIN	1.17	
0.09/MIN	1.44	
29.00/EACH	29.00	

p.80 i,.59 p.20 S-42 0.29 0.29 0.35 o.oo

~J.\½

34.22 1.46 .46 P9 129.00

TOTAL PRF.·TPX   188.!48

TOTAL USIF[OTn:!lER

38.70

TOTAlSTATETAX/OTHER

o.co

Copy Count

Account:

Amount of

Ho\\

Copies: _

vi  rn \\

\ . ___,_(-"-Q_J_~-----

Total

$:

9W-

0~

Month:June

pltney

bowes

qjft1

Account Summary Report

Dole Range; June 1, 2018 to June 30th, 2018		
Meter Group: All Meters		FL		
Meter lWOO	- 1376538	OLD at ORLANDO,			
					
Meter 4WOO	- 0347354	at ORLANDO,	FL			
						
	Meter Details				
		LOcatlon				
i ORLANOO, FL						
] ORLANOO, FL						

J	Meter Name	
4WOO	- 034735'1		
'I WOO	- 1376538	OLD	

f Setjal Number j PbP Account Number !	
l0347354	!24978470	
:1376538	'24978470	

I	Account Summary		
	Account		
'HollyHIii Road East COD		

Sub

Account

Pieces

!

16;

Total Charged	!	
$7,730,	

Grand Total

$7,730

Holly Hill Road East Community Development District

Date of Meeting:  June 20, 2018

Board Members:	
1.	Rennie Heath	
2.	Scott Shapiro	
3.	Lauren Schwenk	
4.	John Mazuchowski	
6.	Andrew Rhinehart	

Attendance

X

X

X

X

X

Fee

$200

$200

$200

$200

$200

$1,000

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT

DISTRICT

Payment Authorization No. 037				
8/3/2018				
Item	Vendor	Invoice		
No.		Number		

1	City of Davenport

	Acct: 8485Service; 04/05/2018 - 05/04/2018 Acct: 8485Service; 05/05/2018 - 06/04/2018

	Acct: 8485; Service 06/05/2018 - 07/04/2018		
2	Duke Energy			
				
	Acct: 66949 31127 ; Service 06/21/2018	- 07/24/2018		
3	Creative Association Services, Inc.			
	June Landscaping	5867		
4	Hopping Green & Sams			
	General Counsel Through 06/30/2018	101629		

	General	
	Fund	
$	10.73	
$	10.73	
$	10.73	
$	25.62	
$	1,366.00	
$	3,094.04	

TOTAL

$

4,517.85

Please Return To: Holly Hill Road East COD c/o Fishkind & Associates 12051 Corporate Boulevard Orlando, FL 32817

CITY OF DAVENPORT

I S ALLAPAHA AVE

PO BOX 12S

DAVENPORT FL 33836-012S

i
!

Con(l\.lil'lption  x  100  for  3orvice. l-'JT Jfaxill\Utnl  14

12+----------Gil-----------

J.m	Peb   Har  Apr   Hay   Jun   Jul  .1.\lg   Sep   Oct:   Hov   Doc
t:-It~PriU	~

CITY OF DAVENPORT

I S ALLAPAHA AVE

PO BOX 12S

DAVENPORT FL 33836-0125

I ,1ll111 l1ll11l111, Ill 111ll, l11 I

HOLLY HILL ROAD EAS'r CDD 12051 CORPORATE BLVD
ORLANDO  FL  32817

FOR BILLING INFORMATION
CALL: (863)419-3300

0	0	9.75	
*  TAXES		0.98	

CURRENT  CHARGES	10,73	
TOTAL  AMOUNT  DUE	10.73	

CITY  OFFICES  NILL  BE  CLOSED  ON  MEMORil\L  DAY-  MIIY  28TH			
MEMORIAL  Dl'IY-  Tnl\SH	COLLECTION  SCHEDULE:  WED,   MAY  30TH			
GARDAGE,RECYCUl,  AND	BULK  WILL  BE  COLLECTED  ON  THUR  Ml\Y	31ST,  201B		
VISIT  OUR  FARMERS  MARKET-ON  MARKET  STRBET-EVERY  THURS  9AM-3PM		
COMMISSION  MllETING:  EVERY  lS'l'  AND  3RD  MONDAY  OF  BVERY  MONTH  AT  7  PM  AT		
CIT~  HALL					
NOTICE:  ALL	DILLS  l\Rll  DUE  ON  THE  1ST  Ol'  ll/lCH  MONTH  AND	CONSIDERED  Pl\ST	_	
PUE  ON  THE	10TH  AND  SUBJEC1'Dl!JTJ!ro'lll~!AllllJI'lRWI'lJRNJ'lST,UJl!lYwm!WIREM.ITTANCE		

6JPA	8485	05/10/2018	$    10.73	
t:ft9.r.~ :Hift1 Rt.\ui'.fi~fo'.'.~it	Amount Paid		
			
CYCLE A   06/01/2018			

□□□□□□ 84855  □□□□ 010736

CITY OF DAVENPORT

I S ALLA PAHA AVE

PO BOX 125

DAVENPORT FL 33836-0125

WT	U'l'ILITY	BILL	05/03	0	06/05	

FOR BILLING INFORMATION CALL: (863)419-3300

14	100.000	1400	0	
		*	TAXES	

10.	73	
9.75	
0.98	

CURRENT  CHARGES

TOTAL. -AMOUNT  DUE

10.73 21.46

Consllllption	x	100	for	narvi~e	WT  llaximwn1	1.f.	

ll -j-----------	11----------	

Jan	Feb	Har	Jipr   Hay	Jun	Ju1   Aug	Sep   O~t	Nov	Doc	
			f1}?}tfft4		l!lllM				

CITY OF DAVENPORT

I S ALLAPAHA AVE

PO BOX 125

DAVENPORT FL 33836-0125

THE:	JULY	4TH  Gl\RBAGB,   RECYCLING,  BULK	WILL  Bil  COLLECTED	ON  THURSP/\Y			
JULY  5TH.										
TO	OBTAUT	A	COPY	OIJ  TH!l  201-7  CONSUMllR	CONFIDENC!l  flEPORT	(CCR)  PLEl\Sll			
GO	TO  THE	PIRCT	LINK:							
httpe: //www.mydavenport.org/vertical/Sites/%7B9Gl'A'/459	-/\704-43El?-A44D-		
					
7BF/\732F5D21l\7D/uploads/2017_CCR .pdf						
COMMISSION	MEETING:  EVERY	1ST  AND  3RD	MONDAY  OF  EVERY  MONTH  AT  7  PM	AT		
CITY  HAL!,									
NOTICE:	ALL	BILLS  ARE  PUE	OlilE~HSl!NllF Rl'l'£BHIDN:l'l!UBNDIJCTll'lSlllll!lllll'X1lJ1NlrE		
PUE  ON	TH!l	l0'l'H	/\NP  SUBJECT  TO  TERMINA1'ION  01.'  UTILI'l'Y  SERVICilS,			

6JPA	8485	06/11/2018	$	21.46		
						
		Amount Paid			
CYCLE A	07/01/2018					

-l.,ll111l,ll,,l111111l111ll,l,,I	
HOLLY	HILL  ROAD	EAST	
12051	CORPORATE	BLVD	
ORLANDO  FL  32817		

CDD

00000084855

0000021469

r	~	c	···--	·•---	·		
--	--------	-------------------------					

-

---------

-----------

CITY OF DAVENPORT

IS ALLAPAHAAVE PO BOX 125

DAVENPORT FL 33836-0125

FOR BILLING INFORMATION CALL: (863)419-3300

41255

WT

UTILITY

BILL

06/05

14

07/03

14

100.000

PRIOR

CHARGES	DUE	
0		0	
*	TAXES	

21.46 9.75 0.98

Conswnption	x	100	for	.service	~T  Maximum:	14		
								
12 ----------------------								

I ---												
Jan	Feb	Har	Apr	May	Jun	!Jul	Aug	Sep	Oct	N'ov	Oec	
			JX~C{i.7.Kt~	--					

CURRENT	CHARGES	10.73		
		32.19		
TOTAL  AMOUNT	DUE			

GARBAGE,	RECYCLE,	YARD	AND	BULK  TR!,SH	IS	COLLECTED  ON	WEDNflSDAYS				
RECURRING	PAYMENTS  NOW	AVAILABLE!	SIGN	UP	THROUGH	OUR	WEBSITE,				
												
PLEASE  VISIT  OUR	FARMERS  MI\RKET  ON  MARKET	STREET	EVERY  THURSDAY				
9AM-3PM															
COMtHSSION  MEETING:   EVERY	1ST	AND	3RD	MONDAY	OF  EVERY	MONTH  AT  i	PM  AT			
											
CITY  HALL														
NO'rIC~ AL~BILLS	ARE	UUB	ON	THE	1.ST  OF'  EACH	MONTH  AND  CONSIDERED	!!AS'.]'__	__		

DUKE

ENERGY®

FOR CUSTOMER SERVICE OR

PAYMENT LOCATIONS CALL:
1-877-372-8477

WEB SITE: www.duke-energy.com

TO REPORT A POWER OUTAGE:

1-800-228-8485

STATEMENT OF ELECTRIC SERVICE	66949 31127		
						
	JULY	2018				
HOLLY HILL ROAD EAST CDD	DUE DATE	TOTAL AMOUNT DUE		
ATTN,	JOE  MCCLAREN		AUG 16 2018	25.62		
12051	CORPORATE  BLVD				
ORLANDO	FL  32817	NEXT READ	DEPOSIT AMOUNT		
SERVICE ADDRESS		DATE ON OR	ON  ACCOUNT		
		ABOUT			
290  CITRUS  ISLE  LOOP  LIFT		240.00		
	AUG 22 2018			
DAVENPORT	FL  33837				

PIN:  568174431		
METER READINGS		
METER  ND.	000161865	
PRESENT	(ESTIMATE)	000210	
PREVIOUS		( ACTUAL)	000137	
DIFFERENCE		000073	
PRESENT	DNPEAK	000028	
PREVIOUS	0NPEAK	000018	
DIFFERENCE	ONPEAK	000010	
TOTAL  KWH		73	
ON  PEAK	KWH		10	

PAYMENTS	RECEIVED	AS	OF	JUL	12	2018	24.59	THANK  YOU	

GS-1		060	GENERAL	SERVICE	-	NON	DEMAND	SEC		
BILLING  PERIOD .. 06-21-18	TO	07-24-18	33	DAYS			
CUSTOMER	CHARGE				KWH@		11.67		
ENERGY  CHARGE				73		7.20400¢	5.26		
FUEL	CHARGE				73	KWH@	4.13200¢	3.02		
				CHARGE		KWH@				
ASSET	SECURITIZATI0N		73		0.19700¢	0.14		
								
*TOTAL	ELECTRIC	COST									
GROSS	RECEIPTS	TAX									
MUNICIPAL	FRANCHISE  FEE								
MUNICIPAL	UTILITY  TAX	ON	ELECTRIC						
STATE	AND	OTHER	TAXES								
TOTAL	CURRENT  BILL									
TOTAL  DUE  THIS  STATEMENT						

20.09 .52 1.32 l.94 l. 75

25.62

$25.62

Payment
avoid a

of 1 %

this statement within 90 days late charge being applied to

from the billing date will this account.

	J	A  S	O  N  D	J	F	
			ENERGY USE	
DAILY	AVG.   USE  -			
USE  ONE	YEAR	AGO   -			

M A  M J   J
----	
2	KWH/DAY	
0	KWH/DAY	

*DAILY

AVG.

ELECTRIC

COST

-

$.61

BF_BL_DEF _20180725_211109_ 1.CSV-28572-000019475	DETACH AND RETURN THIS SECTION		ZP03 0002062		
					
Make checks payable	to:	Duke Energy					
ACCOUNT NUMBER •	66949 31127					
028572	000019475					P.O. BOX 1004		
						CHARLOTTE,		
								
11111 l1111•p1hll11 ,, 'I111, 11 Iii 11,	111,1 I hll•1 lip l1111	l1p	'•II	NC 28201-1004		
						
HOLLY HILL ROAD EAST COD					
ATTN: JOE MCCLAREN						
12051 CORPORATE BLVD						
ORLANDO FL 32817-1450						

AUG 16 2018

.. morJTAI!  DUE::  .

PLEASE ENTER

AMOUNT PAID
I

669493112720000000256270000000000000000000256270100000000009

Creative Association Services, Inc.

346 East Central Avenue

Winter Haven, FL 33880

Bill To

Holly Hill Road East CDD

c/o Fishkind & Associaties, Inc. 12051 Corporate Blvd. Orlando, FL 32817

	Invoice		
Date	Invoice#		
7/1/2018	5867		

JI,)(

Quantity

Description

1	Monthly Landscaping Service-June

	2018

Terms

Due on receipt

Rate	Class

1,366.00 Landscaping

Due Date 7/1/2018 Amount 1,366.00

Thank you for your prompt payment!

Phone#	(863) 293-7400	Fax#	(863) 508-1067	

Invoice Total	$1,366.00	
Applied Payments/Credits	$0.00	
Balance Due this Invoice	$1,366.00	
E-mail	info@creativeassociations.com	

1-lopping Green &

Attorneys and Counselors

Sams

119

S.

Monroe Street, Ste.

P.O. Box 6526

300

Tallahassee,

FL

32314

850.222.7500

=================================

STATEMENT

=================================

Holly Hill Road	East COD	
c/o Fishkind &	Associates	
12051 Corporate Blvd.	
Orlando, FL  32817	

July 27, 2018

Bill

Billed

Number	101629	
through	06/30/2018	

General Counsel/Monthly Meeting	
HHECDD	00001	RVW	
FOR PROFESSIONAL SERVICES RENDERED	
06/01/18	SRS	Confer with Glasgow and Plenzler regarding operations and maintenance	
		assessment roll.	
06/01/18	SSW	Confer with Gang regarding construction of amenity center, revisions to	
		engineer'sreport and acquisition agreement, and preparation of reimbursement	
		resolution.	

0.40

0.30

hrs

hrs

06/04/18	SRS	
06/07 /18	SRS	
06/07 /18	SSW	
06/11/18	SRS	
06/12/18	SRS	
06/13/18	SRS	
06/18/18	SRS	
06/18/18	AHJ	
06/19/18	SRS	
06/20/18	SRS	
06/21/18	SRS	

Review operations and maintenance budget and assessments; confer with Glasgow regarding same.

Confer with Shapiro regarding budget; conduct follow-up regarding same.

Confer with Shapiro regarding proposed budget, assessment methodology, amenity construction costs, revisions to engineer'sreport, and amended and restated acquisition agreement; research same.

Review operations and maintenance assessment methodology; confer with Shapiro regarding same and landscape maintenance agreement; prepare for board meeting.

Review meeting agenda; confer with Gaarlandt regarding same.

Prepare landscape maintenance agreement; review meeting minutes; prepare for board meeting.

Prepare budget notices; prepare for board meeting.

Finalize mailed and published notices regarding assessment and budget hearings; confer with Gaarlandt regarding same.

Prepare for and travel to board meeting. Attend board meeting; return travel.

Conduct follow-up from board meeting; attend development status conference call.

0.70

0.60

0.70

1.30

0.30

0.60

0.80

0.70

1.70

2.30

0.80

hrs

hrs

hrs

hrs

hrs

hrs

hrs

hrs

hrs

hrs

hrs

06/22/18	SRS	Review fiscal year 2016-2017 audit.	

0.90

hrs

General

Counsel/Monthly

Meetin

Bill

No.

101629

Page

2

06/29/18	SRS

Conduct research for implementing Americans with Disabilities Act  compliance	0.20 hrs	
measures regarding special district website.		

Total fees for this

matter

$2,929.50

DISBURSEMENTS			
Travel		105.48	
Travel -	Meals	15.58	
Conference Calls	43.48	

Total

disbursements

for

this

matter

$164.54

MATTER SUMMARY					
Jaskolski, Amy H. - Paralegal	0.70 hrs	125	/hr	
Sandy, Sarah R.	10.60 hrs	245	/hr	
Warren, Sarah S.	1.00 hrs	245	/hr	
TOTAL FEES					
TOTAL DISBURSEMENTS					
TOTAL CHARGES FOR THIS MATTER					
BILLING SUMMARY					
Jaskolski, Amy H. - Paralegal	0.70	hrs	125	/hr	
Sandy, Sarah R.	10.60	hrs	245	/hr	
Warren, Sarah S.	1.00	hrs	245	/hr	
TOTAL FEES					
TOTAL DISBURSEMENTS					
TOTAL CHARGES FOR THIS BILL					
Please include the bill number on	vour check.		

$87.50 $2,597.00 $245.00

$2,929.50 $164.54

$3,094.04

$87.50 $2,597.00 $245.00

$2,929.50 $164.54

$3,094.04

Holly Hill Road East

Community Development District

Monthly Financials (provided under separate cover)