Holly Hill Road East

Community Development District

12051 Corporate Boulevard, Orlando, FL  32817: 407-382-3256

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

Thursday, October 11, 2018 at 9:15 a.m. at the Offices of Cassidy Homes, 346 East Central Ave., Winter lfaven, FL 33880. Questions or comments on the Board Meeting or proposed agenda may be addressed to Jane Gaarlandt at janeg@fishkind.com or (407) 382-3256. As always, the personal attendance of three (3) Board Members will be requ ired to constitute a quorum.

If you would like to attend the Board Meeting by phone, you may do so by dialing:
Phone: 1~866-546-3377 (New)	Participant Code: 964985 (New)

PROPOSED BOARD OF SUPERVISORS' MEETJNG AGENDA

Administrative Matters

•	Roll Call to Confirm Quorum

•	Publ ic Comment Period [for any members of the p ublic desiring to speak on any proposition before the Board]

Business Matters

1.	Amenity Center Financing

A. Consideration of Second Joint Agreement Between HoJly Hill Road East Community Development District, The North Boulevard Community Development District And HHR East, LLC, Regarding
The Joint Acquisition OfrtainCe	Work Product, Improvements And

Real Property

B.	Consideration of Resolution 2019-01 Authorizing Not to E.xceed $550,000 Bond Anticipation Note, Series 2018 (Amenity Center L ine of Credit)

2.	Consideration of Construction F unding Agreement w ith HHR East, LLC for Phase 2 's Amenity Facility Costs (provided under separate covet)

3. Consideration of Assignment of Construction Cooh·act for the Amenity Facility (provided under separate cover)

4.	Consideration of Resolution 2019-02, Direct Purchase Resolution (provided under separate covet)

5.	Consideration of the Uniform Collection Agreement between Polk County Tax Collector and the District

Other Business

Staff Repo rts
District Co unsel
Interim Engineer
Distri ct Manager

Supervisor Req uests and Aud ience Comments
Adjournment

Holly

Community

Hill Road East

Development District

Amenity

Center

Financing

Holly

Community

Hill Road East

Development District

Second

Joint

Agreement

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

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 ("Agreement")		
entered into this_ day of ______	, 2018, by and between:		

is

made and

HOLLY

HILL

ROAD

EAST

COMMUNITY DEVELOPMENT DISTRICT,

a local

unit

of

special-purpose government established pursuant to ChapterStatutes,190,Florida			
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		

HHR 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 Davenp01i 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 Davenport 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		
April 2017 (together, as subsequently	amended, the "Engineer's Reports"), attached hereto	as		
			and			
Composite Exhibit A and by reference incorporated herein (the "Amenities");				

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 construct		
					
operate the Amenities; and					

the the and

WHEREAS,  the  Act  authorizes  the	Districts	to  issue  bonds  for  the purpose,  among		
										
others, of planning, financing,  constructing	or acquiring,  operating and/or maintaining certain		
											and		
infrastructure, including the Amenities,	within or without the boundaries of the Districts;			

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

Joint

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

Regarding the Property dated

September  22,  2017,	regarding	the  financing  and	acquisition	of  ce1iain  work  product,		
			all or a portion	of the Amenities attributable	to the		
improvements, and real estate constituting					
					
				and				
first phase of each District ("Initial Joint Acquisition Agreement");					
WHEREAS, NBCDD has issued its $4,965,000	Special Assessment Bonds, Series 2017		
				and/or construction of a		
(the "NBCDD  Phase	1 Bonds"),	in paii to  finance  the  acquisition			
					of the		
					NBCDD,  including  portions			
portion  of the  infrastructure  associated  with  Phase  1	in				
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		
associated with Phase 1 in HHECDD, including p01iions	of the Amenities;	and			

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WHEREAS,	the Districts intend to use a portion of the Phase 1 Bond proceeds	to acquire		
certain work product,  improvements,  and  real	estate  constituting	a portion of the  Amenities		
attributable to the first phase of each District	pursuant to the Initial Joint Acquisition Agreement;		
																	
and																															
WHEREAS,	the Districts	and Developer presently intend to enter into this Agreement		
					of the remainder of the Amenities	not funded from the		
regarding the financing and acquisition				
								
										Report (the "Remaining		
proceeds of	the Phase 1 Bonds,	as		further described in the Engineer's			
													
Amenities"); and																													
WHEREAS,	the Districts		intend to finance all or a portion	of		the Remaining Amenities		
								of that  certain  Bond		
											Developer			
through  the		issuance	and	delivery  by  HHECDD  to  the				
Anticipation Note,  Series	2018  (Amenity Center Line of Credit)  (the "Note") and the use	of		
			the		issuance	of	one  or more  series	of	bonds		to permanently		
portions  of	the proceeds from											
									of the Note (the		
finance future phases in each District, including without limitation	retirement			
"Future Phase Bonds," and together with the Note, the "Future Amenity Bonds"); and			
WHEREAS,	the Districts	have not had sufficient monies on hand to allow the Districts		
							of	the  surveys,	testing,		reports,	drawings,  plans,		
to  contract	directly	for:		(i)	the		preparation								
permits,  specifications,	and	related	documents	necessary	to	complete	the  Amenities  ("Work		
										comprising the		
							of	the improvements			
Product");	or	(ii)  construction	and/or installation of all					

Amenities ("Improvements"); and																					
WHEREAS,	the Districts		acknowledge the  Developer's need to  commence  or  cause		
				the  lands within the Districts	in order to maintain certain		
commencement of development		of				
permits and entitlements associated with the land within the Districts; and							
WHEREAS, in order to avoid a delay in the commencement	of	the 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  funds	to		be  advanced  and/or	the		
Improvements	to	be completed	to the extent that the proceeds	of	the Future Phase Bonds	are		

																										
insufficient to	do	so; and																										
WHEREAS, the Developer	and the Districts are entering into this Agreement to set forth		
the process by which the Districts may acquire the Work Product, the Improvements, and any		
related real property interests ("Real Property") from Developer.												

NOW,  THEREFORE,	based		
covenants of the Parties, the receipt	of		
			
the Parties agree as follows:				

upon  good  and  valuable  consideration  and the  mutual		
which and sufficiency of which	are hereby acknowledged,		

1. correct and

INCORPORATION OF RECITALS.	The recitals		
			
by this reference are incorporated	as a material part of this		

stated above are true and Agreement.

2. and use

WORK PRODUCT AND IMPROVEMENTS	.	The		
				
good  faith  and  best  efforts  to  undertake  and  complete		

Parties agree to cooperate the acquisition process

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contemplated by this Agreement on such date or dates	as the Pmiies may jointly agree upon		
("Acquisition Date").	Subject to  any  applicable	legal requirements  ( e.g.,  including, but not		
				and  the		
limited  to,  those  laws	governing	the  use  of  proceeds  from  tax  exempt  bonds),			
				and		
				acquire  completed Wark Product			
requirements  of this Agreement,  the Districts agree to				
				
Improvements comprising the Amenities.						

a.

Request for	Conveyance  and Supporting  Documentation	-	When  Work		
Product or Improvements are ready for  conveyance	by or on behalf of the		
						
Developer to HHECDD on behalf of the Districts,	the Developer shall notify		
							
the  Districts  in writing,  describing	the  nature  of the  Work Product and/or		
									
Improvement and estimated cost.  Additionally, Developer agrees to provide,		
at or prior to	the Acquisition Date, the following: (i) documentation of actual		
costs paid, (ii) instruments of conveyance such as bills	of sale or such other		
instruments as may be requested by the Districts,	and (iii) any other releases,		
		as	may	be  reasonably		
warranties,	indemnifications	or  documentation						
										
requested by the Districts.										

b.

Costs -  Subject to any applicable legal requirements	(e.g., but not limited to,		
						
those  laws  governing  the  use  of proceeds	from  tax  exempt  bonds),  the		
			Bonds, and the requirements		
availability of proceeds from the Future Amenity				
								
of this Agreement, the Districts agree to pay the  actual reasonable  cost of		
creation/construction of the Work Product or Improvements	incurred by the		
		bills,		
Developer.  The Developer shall provide copies	of any and all invoices,			
				
receipts, or other evidence of costs incurred	by the Developer for any Work		
									
Product and/or Improvements.  Each District's District Engineer shall review		
all evidence of cost and shall certify to both District Boards the total actual		
amount of cost, which in each District Engineers'	opinion is reasonable for the		
			of each District's		
Work Product and/or Improvements.	The opinion of cost			
	in a Joint Engineer's	Certificate which		
District Engineer shall be  set f01ih				
						
shall accompany the requisition for funds from each District's trustee for the		
.										
Future Amenity Bonds ("Trustee")										

c.

Conveyances on ''As Is" Basis -  Unless otherwise agreed, all conveyances of		
Work Product and/or Improvements shall be on an "as is" basis.  In addition,		
the Developer agrees to assign, transfer and convey to HHECDD	on behalf of		
			
the Districts any and all rights against any and all firms or entities which may		
have caused any latent or patent defects, including, but not limited to, any and		
all warranties and other fo1ms of indemnification.			

d.

Right to Rely on  Work Product and Releases	-  The  Developer agrees to		
release  to  HHECDD  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 common	law, statutory, and other reserved rights,		
				
including all  copyrights  in the  Work Product and  extensions  and renewals		
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		

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all forms, mediums, and media, now known or hereinafter devised; provided		
that Developer may make such release on a non-exclusive basis to the extent		
that Developer reasonably determines that Developer requires such rights in		
connection with the ownership or operation	of the lands owned by Developer		
				To the		
within the Districts and/or the future sale of lots within the Districts.			
extent determined necessary by the Districts, the Developer shall reasonably		
obtain all releases from any professional providing services in connection with		
the  Wark 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		
			to		
withoutWork Product	the payment	of any fee by the Developer.  However,			
					
					of the Work Product causes the		
the extent the Developer's access to and use			
Districts to incur any cost or expense,	such	as copying costs, the Developer		
								
agrees to pay such cost or expense.									

e.

Transfers  to	Third Party  Governments  -	If any  item  acquired  is  to  be	
conveyed to	a third party governmental body, then the Developer agrees to	
cooperate  and  provide  such  certifications,  documents,  bonds,  warranties,	
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		
				
maintenance  obligations  for  any	Improvements  conveyed  pursuant  to  this		
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  actual	reasonable	cost	of		the	Work	Product	and/or		
				the Work Product is capable of being		
Improvements; (iii) as to Work Product,			
			and,	as to any Improvements,		
used for the purposes intended by the Districts,				
									
the Improvements were installed in accordance with their specifications, and		
are capable of perfo1ming the functions	for which they were intended; and (iv)		
									necessary		
as to any Improvements, all known plans, permits and specifications			
		and on		
for the operation and maintenance	of the Improvements are complete			
				
							or  are	capable	of being		
file  with the  Districts,  and have  been transferred,					
							
transferred, to the Districts for operations and maintenance responsibilities.		

3. convey to solely by

CONVEYANCE OF REAL PROPERTY.		
HHECDD on behalf of the Districts	at or prior to		
			
the  Districts,  by  a  special  warranty  deed  or		

The Developer agrees that it will the Acquisition Date, as determined other instrument acceptable to the

5

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				
					
part of the Amenities, and (ii) the purchase	price for the Real Property is less		
	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 reasonable discretion that fee title such cases HHECDD shall accept the Improvements are constructed non-exclusive easement interests.

-	The  Districts  may  determine	in  their		
				
	for Real Property is not necessary and in		
such other interest in the lands upon which		
	as the Districts deem acceptable, such as		

c.

Developer Reservation  -  Any	conveyance	of Real  Property  hereunder  by		
special warranty 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		
			
fees and documentary stamps required,	if any, for the conveyance of the Real		
				
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		
conveys all said lands to HHECDD.	At the time of conveyance, the Developer		
					
shall  provide,  at  its  expense,  an  owner's  title  insurance  policy  or  other		
evidence of title in a form satisfactory to the Districts.		

e.

Boundmy  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		
not limited to taxes, title insurance, recording fees or other costs.	Developer		
agrees that if a court or other governmental	entity dete1mines that a re-platting		

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4.

	of the Real Property within	the Districts is necessary, Developer shall pay or		
	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		
					this Agreement	for		
	exempt governmental units acquiring		property pursuant to					
									
		Accordingly, in accordance with Florida		
	use exclusively for public purposes.				
	law, the Developer agrees to place in escrow with the County tax collector an		
	amount equal to the cmTent	ad valorem taxes and non-ad valorem assessments		
			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		
	make any payments	due hereunder in a timely manner in accordance  with		
	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,		
	the Developer agrees to	reimburse		the Districts  within thirty (30)  calendar		
						payment,	and	to	include	in	such		
	days		of	receiving	notice	of	such								
	reimbursement any fees, costs, penalties, or other expenses which accrned	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		
						on behalf of the Developer	or the Districts.		
	any new or additional tax liability				
										
	Furthermore, the parties reserve all respective rights to challenge, pay under		
	protest,	contest or litigate	the imposition of any tax,  assessment,	or cost in		

7

	good faith they believe	is	unlawfully	or inequitably imposed and agree to		
				of any such imposition.						
	cooperate in good faith in the challenge							
										
5.	ACQUISITIONS  AND  FUTURE	AMENITY  BOND  PROCEEDS.	The		
						
			Future  Amenity  Bonds  to  finance  their		
Districts  shall  in  good  faith pursue the	issuance	of			
respective portions of the Amenities.	In the event that either District issues Future Amenity		
		to pay for	any p01iion of the Amenities	acquired by		
Bonds and has bond proceeds available					
							
						of the applicable	documents relating to the		
HHECDD on their behalf, and subject to the terms				
Future Amenity Bonds, as applicable, then the District shall promptly make payment for any		
such  acquired  Work Product,  Improvements	or  Real  Property  pursuant to  the	te1ms  of	this		
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		
for make payment	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 the		
issuance of the 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 Paiiies agree		
that  such District  shall  have  no  payment	or reimbursement  obligation whatsoever for  those		
unfunded acquisitions, unless otherwise provided for in connection with payment	of the Note.		
The Developer acknowledges that the Districts	may convey some or all	of the Work Product		
		of local  government  (e.g.,  the  County)	and		
and/or  Improvements  to  a general  purpose	unit				
						
										prior to any		
consents to the Districts' conveyance	of	such Work Product and/or Improvements			

payment being made by the Districts.																	
6.	DEFAULT.  A default by any party under this Agreement	shall entitle the others		
						of		
to all remedies available at law or in equity, which may include, but not be limited to, the right			
damages and/or specific perf01mance.																	
7.	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 incuned, including		
reasonable  attorneys'  fees  and  costs  for  trial,  alternative  dispute  resolution,  or  appellate		
proceedings.																		

8.	AMENDMENTS.	
this Agreement may be made only	
and the Developer.	

Amendments to by an instrument

and waivers of in writing which

the provisions contained in is executed by each District

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

8

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

A.	If to HHECDD:Holly Hill Road East Community Development District

B.

C.

With a copy to:

Ifto NBCDD:

With a copy to:

If to Developer:

With a copy to:

12051 Corporate Blvd.

Orlando, Florida 32817

Attn:  District Manager

Hopping Green & Sams, PA

119 South Monroe 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

Hopping Green & Sams, PA

119 South Monroe Street, Suite 300

Post Office Box 6526

Tallahassee, Florida 32314

Attn: District Counsel

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

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		
Notice on behalf of the Districts and the Developer,	respectively.  Any pmiy or other person to		
		of any change		
whom Notices are to be sent or copied may notify the other parties and addressees			

9

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.										
11.					.	This Agreement has been negotiated	fully		
	ARM'S LENGTH TRANSACTION	an arm's length transaction.   All parties		
between HHECDD, NBCDD,  and the Developer	as			
					of counsel.	In the		
participated fully in the preparation	of this Agreement and received the advice				
						
								all parties are		
case of a dispute concerning the interpretation of any provision of this Agreement,			
deemed to have drafted, chosen, and selected the language, and the doubtful language will not be		
interpreted or construed against either of the Districts	or the Developer.						
									
12.				.		This Agreement is solely for the benefit of		
	THIRD PARTY BENEFICIARIES	of action shall accrue upon or by reason, to		
the Districts and the Developer and	no right or cause			
or for the	benefit of any third party not a formal	party to this  Agreement.	Nothing in this		
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.											

13.	ASSIGNMENT.

monies to become due hereunder

hereto.

No Party to without the

this Agreement may assign this Agreement prior written approval of each of the other

or any Parties

14.	TERMINATION.	This Agreement may be terminated upon the earlier of (i) the		
District's	acquisition  of	all  Work	Product,	Improvements,  and  Real  Property  related  to  the		
							an instrument	in		
Amenities, and payment	of the same, all as provided herein; or (ii) execution of				
					
writing by each District and the Developer providing for such te1mination.					
15.	APPLICABLE  LAW  AND	VENUE.	This  Agreement  and	the	prov1s10ns		
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.								

16.	PUBLIC RECORDS.	
of any kind provided to the Districts	
and treated as such in accordance with	

The Developer understands and agrees that in connection with this Agreement may be Florida law.

all documents public records

17.	SEVERABILITY.	The	
provisions  of	this Agreement shall	not	
portions  of  this  Agreement,  or  any	
unenforceable.			

invalidity  or  unenforceability  of	any		
affect the validity  or enforceability	of		
	to		
part  of  this  Agreement  not  held				

one  or  more	
the	remaining	
be	invalid  or	

18.	CONFLICTS.

the te1ms of the Initial Joint Agreement shall control.

To the extent that the Acquisition Agreement,

terms of this Agreement conflict with the Parties agree the terms of this

10

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		
any statutory limited waiver of immunity or limits of liability which may have been adopted by		
the Florida Legislature in Section 768.28, Florida Statutes,	or other law, and nothing in this		
Agreement shall inure to the benefit of any third party for the purpose of allowing any claim		
which would otherwise be barred by sovereign	immunity or by other operation of law.			

20.	HEADINGS FOR CONVENIENCE	ONLY.	The		
					
Agreement are for convenience only and shall not control nor affect		
of any of the provisions of this Agreement.				

descriptive headings in this the meaning or construction

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		
		one  and  the  same  instrument.	Signature  and		
counterparts	together  shall  constitute,  but				
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

Witness:

Print Name

Chairperson, Board of Supervisors

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

12

EXHIBIT A

AMENITIES

13

Holly

Hill

Road

East

Community Development District

Resolution 2019-01

			RESOLUTION NO. 2019-01													
A RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF			
A	HOLLY   HILL   ROAD   EAST   COMMUNITY   DEVELOPMENT			
DISTRICT (CITY OF DAVENPORT, FLORIDA) BOND ANTICIPATION			
NOTE,  SERIES  2018  (AMENITY  CENTER  LINE  OF  CREDIT),  IN  A			
PRINCIPAL  AMOUNT	NOT		TO		EXCEED  $550,000,	TO  PROVIDE			
INTERIM  FUNDS  FOR	THE	PAYMENT		OF  A  PORTION  OF  THE			
																	
COSTS OF THE ACQUISITION OF AN AMENITY CENTER TO SERVE			
RESIDENTS OF	THE DISTRICT AND OF THE NORTH					ARD			
		BOULEY				
COMMUNITY	DEVELOPMENT		DISTRICT;		APPROVING			THE			
PRIVATE	PLACEMENT	NEGOTIATED		SALE		OF	THE			NOTE,			
											NOTE;			
APPOINTING A PAYING AGENT AND REGISTRAR FOR THE				
CREATING  A  NOTE  REDEMPTION  ACCOUNT;  PROVIDING  FOR			
INCIDENTAL ACTION;  AND PROVIDING		FOR	SEVERABILITY AND			
															
AN	EFFECTIVE DATE.																									
WHEREAS,	Holly Hill Road East Community	Development District (the "District") is a		
																	
local unit of special-purpose government	organized and existing in accordance with the Unifo1m		
																as amended (the		
Community Development District Act	of 1980, Chapter 190, Florida Statutes,			
"Act"), and Ordinance No. 814 enacted by the City Commission	(the "City Commission") of the		
				by Ordinance No.  841		
City of Davenport, Florida (the  "City") on July  10, 2017, as amended			
									
enacted by the City Commission on March 5,	2018; and															
WHEREAS,	North Boulevard Community	Development District ("North Boulevard,"		
																			
and collectively with the District, the "CDDs")	is also a local unit of special-purpose government		
																				
organized and existing in accordance with the Act, and Ordinance No.  17-1555 enacted by the		
City Commission of the City of Haines City, Florida on April 6,	2017; and								
WHEREAS,	the CDDs were created for the purpose	of	delivering certain community		
development  services and facilities  within their respective jurisdictions,  and the  CDDs  have,		
through an Interlocal Agreement, dated as of	September	20, 2017 (the "Interlocal Agreement")		
		acquisition	of	certain	infrastructure		
decided  to	undertake  the  planning,		financing  and							
					of	an amenity center (the "Amenity	Center"), to be		
improvements pursuant to the Act consisting					
								
					in	Schedule "I" hereto; and					
located within and owned by the District, as described							
																	
WHEREAS,	the CDDs have entered into an agreement with	HHR East LLC, a Florida		
limited  liability  company	(the  "Developer"),	dated		September	22,	2017  (the	"Initial  Joint		
Acquisition Agreement") for the joint acquisition	of	ce1iain work product, improvements	and		
					
										of $1,000,000;	and			
real estate constituting a pmiion of	the Amenity Center, up to the amount					

WHEREAS, it is the series of Series 2017 Bonds improvements, and real estate Joint Acquisition Agreement;

CDDs intention to use a pmiion of the proceeds of their respective		
(as hereinafter defined) to jointly acquire  certain work product,		
constituting a portion of the Amenity	Center pursuant to the Initial		
			
and			

WHEREAS,	the	CDDs  and  the  Developer	now  intend  to  enter  into	a  second joint		
				the  remainder  of  the	Work	Product,		
acquisition  agreement  for  the	joint		acquisition	of					
							of which		
										the nature and cost			
Improvements and/or Real Property relating to the Amenity Center,				
are to be determined by the District	Engineer (the "Second Joint Acquisition Agreement," and		
together with the Initial Joint Acquisition Agreement, collectively refen-ed to herein as the "Joint		
Acquisition Agreements''); and																				
WHEREAS,	pursuant to the  Second	Joint Acquisition Agreement, the Developer will		
											of	the  Series 2017		
agree to fund the costs of the Amenity	Center to the extent that proceeds				
						
Bonds  and  Amenity  Bonds  (as  defined herein)  issued  in  the  future  by  the  CDDs  for  such		
purpose, are insufficient; and																					
WHEREAS,	the	District	has		authorized	the	issuance		of	not  to  exceed  $18,000,000		
									which  $4,160,000  in principal		
															
aggregate principal	amount	of	Special  Assessment  Bonds,  of			
							for the purpose	of funding	a portion	of	the costs of the		
amount have previously been issued								
												for  the District's Phase  1		
acquisition and construction	of	certain infrastructure improvements			
								
											Center) and are outstanding (the "HHRE		
(which included a portion	of the costs of the Amenity			

Series 2017 Bonds"); and																						
WHEREAS, North Boulevard	has authorized the issuance	of not to exceed $15,000,000		
									
								which  $4,965,000  in principal		
aggregate  principal	amount	of	Special Assessment Bonds,  of			
							for the purpose	of funding	a pmiion	of	the costs of the		
amount have previously been issued								
												for the North Boulevard's		
acquisition and construction	of	ce1iain infrastructure improvements			
								
			of	the costs of	the Amenity	Center) and are outstanding (the		
Phase 1 (which included a pmiion						
													
"NB  Series 2017  Bonds"  and together with the HHRE  Series 2017  Bonds, the  "Series 2017		
Bonds"); and																							

WHEREAS, the CDDs intend	to		
	the		
the Amenity Center from a portion	of			
				
series of Special Assessment	Bonds (such		

fund the remaining costs of acquiring	and constructing		
			
proceeds of outstanding Series	2017 Bonds and future		
				
portion collectively, "Amenity Bonds"); and		

WHEREAS, because the Amenity	Center must be completed before a sufficient amount		
of Amenity Bond proceeds	will be available to fund it, the Developer has agreed pursuant to the		
Joint Acquisition Agreements to advance funds periodically on an interim basis on behalf	of the		
			
District to acquire, construct	and equip the pmiions	of the Amenity	Center for which Amenity		

Bond proceeds are not available (the "Loan"), and							
WHEREAS,  the District	wishes to  evidence  its  obligation to  repay the  Loan by the		
						to the Constitution and laws of		
issuance of a bond anticipation	note to the Developer, pursuant			

the State of Florida, specifically Section 190.014 of the Act; and					
WHEREAS, in the event that Amenity	Bonds cannot be issued in the future to repay the		
			levy and collection of non ad valorem		
Loan, the District intends to  authorize the imposition,			
special  assessments  pursuant  to  Chapters  170  and  197,  Florida  Statutes  ("Amenity  Special		
Assessments"), on benefited	lands within Phase 3, and if the District	boundaries are amended to		
					
	to repay the Loan;								
add it, Phase 4 of the District									
												
NOW, THEREFORE, BE IT RESOLVED THAT:					

2

Section 1:	Description	of	Note.		The  Board	of	Supervisors	of	the	District  (the		
"Board") hereby authorizes	the bo1rnwing		of money and the issuance	of a Bond Anticipation		
	of	Credit)	(the "Note") in fully registered certificated form as herein		
Note (Amenity Center Line					
					of its issuance	and delivery, shall evidence advances		
provided. The Note shall be dated the date				
in  the	aggregate  principal	amount	of	not  to	exceed		$550,000,  shall  mature  no  later  than		
										or  in part	at  any	time  without		
			subject		to	redemption  in whole					
December  5,  2020,	shall  be									
					from the date	of	each advance at a rate	of	5.50% per		
premium or penalty, shall bear interest							
						Section		159.825(1)(d),	Florida Statutes,		
annum,	subject to  compliance	with the provisions of							
							shall  be	repaid  first	from	the		
		earlier		redemption  thereof,  and								
payable	at	maturity  or  upon											
proceeds of	each series	of Amenity Bonds when, as and		if	issued		by the District to pay a pro-rata		
										of	collection  of		
portion	of the  cost	of	the		Amenity		Center;  and  second,  from  the  proceeds				
													
																		by the District on lands within		
Amenity Special Assessments,	when, and if levied and collected			
							The Note		
Phase 3, and if the District boundaries are amended to add it, Phase 4 of the District.			
				
shall  be  in	substantially	the	form  of	"Exhibit "A"	attached			hereto,	which  form  is  hereby		
																
approved, subject to such changes, additions, deletions and insertions as shall be approved by the		
Chai1man or Designated Member and the Secretary or an Assistant Secretary, which approval		
shall be conclusively evidenced by the execution thereof.													
Section 2:	Negotiated Sale		of Note.	The Note shall be sold by a private	negotiated		
sale to the Developer.  It is	hereby	found, ascertained, determined and declared by the Board that		
					of		the	District	in  an	aggregate	principal  amount	not		
a  private  negotiated  sale		of	the  Note										
														of	the Act, is in the best		
exceeding $550,000	to	the Developer	will best effectuate the purposes				
						of	the	issue	and		
						by,	in general, the  characteristics						
interest	of the District and	is	necessitated									
												
prevailing  market  conditions  and  specifically,  the  following  additional  reasons,  as  to  which		
specific findings are hereby made:																						
	(a)	because	of	the complexity of the financing structure of the Amenity Center, and		
the need for funding of components		of	the Amenity Center on a draw-down basis prior to the		
issuance of	Amenity Bonds	to fund the public infrastmcture	of future phases of development		
														
within the District, it is desirable to issue the Note pursuant tosale;private negotiated					
	(b)	because	of		the	uncertainty		of timing  of	development	of	future	phases  of	the		
District, it is in the best interests	of the District to sell the Note by a private	negotiated sale;			

	( c)	issuing the Note on a taxable	draw-down basis to the Developer provides the most		
																			
attractive financing for the District; and																			
	( d)	the District will not be adversely affected	if the Note is not sold pursuant	to a		
						
competitive sale.																														
	The consummation		of the Loan through the negotiated sale of the Note to the Developer		
is  hereby authorized pursuant to  Section 218.385,  Florida Statutes,  as  amended.   The  Board		
hereby	authorizes	and	directs	the	Chairman	or  the		Chairman's  designee  (the  "Designated		
Member") to take all action	necessary to consummate		such sale, upon approval by the District		
																
Manager and consultants, provided that the aggregate principal amount advanced on the Note		
shall not exceed $550,000, the Note shall be redeemable in whole or in part at any time at a price		

3

of 100% of not be sold,

the principal amount to be redeemed plus accrued interest thereon. The Note shall assigned or transfen-ed in any manner.

The actions of the District and its officers and consultants previously taken regarding the	
negotiation	of the Loan are hereby ratified and confirmed and the District and its officers and	
consultants	are hereby authorized and directed to take such further action as the District or its	
officers or consultants deem necessary or desirable to effect the purposes of the Loan.	

Section 3:	Execution of Note.	The Note shall be	
of the  Chai1man  or  a  Designated  Member  of the  Board	
signature  of the  Secretary  of the  Board  and  the  seal  of	
impressed or reproduced by facsimile thereon.	

executed with the manual signature	
and  countersigned	by  the  manual	
the  District  shall	be  imprinted  or	

Section 4:	Security and Source of Payment of Note.  The principal of and interest on		
the Note shall be payable solely from, and shall be secured solely by, and the Developer shall		
have a first and prior lien to the extent of the unpaid principal of and interest on the Note on, the		
proceeds of	(i) Amenity Bonds issued to permanently fund acquisition and construction of all or		
a portion of	the Amenity Center, when and as if issued, and (ii) if Amenityare Bonds	not issued		
in an amount sufficient to pay the Note at maturity, Amenity Special Assessments, when, and if,		
levied and collected on lands within Phase 3, and if the District boundaries are amended to add		
it, Phase 4 of the District to fund the acquisition and construction of the portions	of the Amenity		
Center that have not been previously acquired or constructed with the proceeds	of	outstanding		
Amenity Bonds.									
THE NOTE IS A LIMITED OBLIGATION OF THE DISTRICT PAYABLE SOLELY		
AS  PROVIDED  HEREIN  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"),	OR	ANY		
OTHER POLITICAL  SUBDIVISION  THEREOF,  IS  PLEDGED AS  SECURITY	FOR THE		
PAYMENT	OF  THE  NOTE,  EXCEPT  THAT  THE  DISTRICT  IS	OBLIGATED,	IF  IT		
					
CANNOT ISSUE A  SUFFICIENT AMOUNT  OF  AMENITY BONDS  TO  FINANCE  THE		
ACQUISITION  AND  CONSTRUCTION  OF  ALL  OR  A  PORTION  OF  THE	AMENITY		
CENTER, TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED,		
FOR COLLECTION, AMENITY  SPECIAL ASSESSMENTS TO  SECURE AND	PAY THE		
NOTE.  THE NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS	OF THE DISTRICT,		
		SUBDIVISION		
THE  CITY,  THE COUNTY,  THE  STATE,	OR ANY  OTHER POLITICAL			
			STATUTORY		
THEREOF  WITHIN  THE  MEANING  OF	ANY  CONSTITUTIONAL  OR				
PROVISION OR LIMITATION.								
The  District hereby  agrees  to  take  such  actions  as  are  necessary  to  repay  the  Note,		
including  without  limitation,  the  issuance  of Amenity  Bonds  and  the  levy  and  collection  of		
Amenity Special Assessments in the manner and to the extent described herein.   The District		
covenants  and  agrees  that  the  assessment  proceedings  under  which  the  Amenity  Special		
Assessments  shall  be  authorized  and  approved,  shall  provide  for  levy  and  collection	of all		
amounts due with respect to the Note.								

4

Section 5:	Paying  Agent	and  Registrar.		
				
Manager shall serve as Paying Agent and Registrar for		

The Board acting through the District the Note.

Section 6:	Use of	Proceeds of the Loan.  Incremental	payments or advances made by		
				construction, equipping and		
the Developer to pay a po1iion	of the costs of the design, acquisition,			
												
			Center  shall  constitute  advances  under  the  Loan;		
installation  of portions  of			the  Amenity			
provided, however, that in the event the Districts' bond counsel or District Engineer determines		
that any such payment or advance is not properly compensable for any reason, including, but not		
limited to federal tax restrictions imposed on tax-exempt financing, such payment or advance by		
the  Developer  shall	not  constitute  an	advance	under	the  Loan  and		the  CDDs  shall  not	be		
obligated  to  make	payment		for  such.		Prior	to  or	simultaneously		with	such	advance	the		
Developer shall provide the District and the District Engineer with a written	notice	of advance,		
listing the dollar amounts and payees, and Developer and District Engineer shall ce1iify that such		
advance represents a portion	of the cost	of the Amenity	Center described in the Joint Acquisition		
				The		form	of	such Notice	of		
					of any prior advance.								
Agreements  and has  not been the  basis									
									
Advance is attached hereto	as	Exhibit B.																		
																								
Section 7:		Creation		of Note Redemption Account.	There is hereby	authorized the		
establishment of an account		to be maintained by the District designated as the "Holly Hill Road		
															(the	"Note	Redemption		
East  Community  Development  District Note  Redemption  Account"							
Account") which account shall be separate and apart from all other funds and accounts	of	the		
District.  The District shall deposit into the Note Redemption Account,	the portion of proceeds of		
Amenity Bonds	of each series allocable to acquisition	of the Amenity	Center, or in the event		
there are not sufficient Amenity Bond proceeds to repay the Loan, then proceeds	of	the Amenity		
Special Assessments levied		on lands within Phase 3,	and if the District		boundaries are amended		
												
									the	assessable	Amenity Center improvements		
to  add it, Phase	4 of the District in respect of					
constructed or acquired by the Developer	and conveyed to the District,		in amounts sufficient to		
										
		interest thereon, whether at maturity or upon prior		
pay the principal of the Note and accrued			
																
redemption.																										

Section 8:	Resolution to Constitute a Contract.	Upon the closing	
the issuance of	the Note hereby	authorized, this Resolution will constitute a	
Developer and the Developer may enforce the provisions hereof by appropriate	

of the Loan contract with proceedings.

and the

Section 9:	Defeasance.	If, at any time the District shall have paid the principal	of and		
						
interest on the Note then, and in that event, the right, title and interest	of the Developer in the		
		be in effect,	the Note		
Note Redemption Account	as set forth in Section 7 hereof shall no longer				
					and		
	to	be outstanding and unpaid for the purposes of this Resolution			
shall no longer be deemed					
					
this Resolution shall thereupon cease, determine and become void without fu1iher action	of the		
				
Board.																
Section 10:	Modification  or  Amendment.	Modifications	and	amendments  to  this		
Resolution or any proceeding	of	the Board amendatory hereof	may be made without the consent		
					or	curing,  correcting or		
										
of the Developer for purposes of clarification, curing any ambiguity				
supplementing any defective provisions (whether because	of	any inconsistency with any other		
provisions hereof or otherwise), in such manner as shall not impair the security for or adversely		
affect the rights of	the Developer; provided, however, that	no	other modification	or amendment		

5

of this Resolution or may be made without

of any proceeding of the the consent in writing of

Board amendatory hereof or supplemental hereto, the Developer.

Section 11:	Remedies.	The		Developer		may  by  suit,  action,  mandamus  or  other		
																	
proceeding in any court	of competent	jurisdiction, protect and enforce any and all rights under		
													in this Resolution, and may enforce and		
the laws of the State of Florida, or granted and contained			
										
compel the performance	of all duties required		by this Resolution or by any applicable statutes to		
																
be performed by the District or by any officer thereof.										
Section 12:	Other Actions.	The Chairman,	a Designated Member, the Secretary and all		
								and directed		
other employees and consultants of the Board and the District are hereby authorized			
						
to take all actions necessary or desirable	in connection with the issuance and delivery of the Note		
										in connection therewith, including the		
and the consummation of the Loan and all transactions			
										
execution of all necessary or desirable		certificates, documents, papers, and agreements and the		
							referred to in or contemplated by this Resolution.		
undertaking and fulfillment of	all transactions			
The District hereby covenants and agrees with the Developer, that (i) it will use its best efforts to		
pursue and accomplish the issuance,	sale and delivery of	Amenityin Bonds	anticipation of which		
																						
the Note is issuedwill and	do all things within its power to effect the issuance, sale and delivery		
thereof;  and	if Amenity Bonds cannot be issued or proceeds	thereof are not sufficient to fully		
				within a reasonable		
fund acquisition of the Amenity Center, (ii) it will take all steps as necessary			
							
time to impose, levy and collect Amenity Special Assessments in amounts sufficient to retire the		
Note.																										
Section 13:	Severability.	If	any one or more of the provisions	of this Resolution or	of		
the  Note  herein  authorized  shall  for	any  reason  be  held  illegal  or  invalid,  such  illegality		or		
invalidity shall not affect any other provision	of this Resolution or of the Note, but this Resolution		
			as if	such illegal or invalid provision	had not been		
and the Note shall be construed and enforced						

contained therein.																									
Section 14:	Open Meetings.		It is hereby found and determined that all official acts	of		
the District concerning and relating to the issuance,	sale, and delivery of	the Note, including	but		
						
								of	the		
not limited to  adoption	of this	Resolution	by the  Board,  were  taken in open meetings				
								
					of the members	of the Board that resulted in such		
members of	the Board and all deliberations						
official  acts	were	in meetings	open to  the			public,  in  compliance  with	all  legal  requirements		
including, but not limited to, the requirements	of Florida Statutes, Section 286.011						

[Remainder

of

Page Intentionally Left Blank]

6

Section

adoption.

15:

Effective Date.

This  Resolution shall take  effect immediately upon  its

PASSED in Public Session of Community Development District, this 11

the  Board  of Supervisors

th day of October, 2018.

of

Holly  Hill  Road  East

Attest:

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT

Secretary,

Board

of

Supervisors

Chairman,

Board

of

Supervisors

[Remainder

of

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SCHEDULE I DESCRIPTION OF AMENITY CENTER IMPROVEMENTS

Description	Amount

Parks and Amenities

$997,163*

* Estimates are based on 2018 costs.

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

Schedule-I

EXHIBIT A FORM OF THE NOTE

No.

R-1

Not

to

Exceed $550,000

UNITED STATES OF AMERICA STATE OF FLORIDA HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT (CITY OF DAVENPORT, FLORIDA) BOND ANTICIPATION NOTE, SERIES 2018 (AMENITY CENTER LINE OF CREDIT)

Interest

Rate

5.50% Registered Owner: HHR EAST, LLC Principal Amount: NOT TO EXCEED

Dated	Maturity		
Date	Date			
September 19, 2018	December	5,	2020		

FIVE HUNDREDTHOUSANDFIFTY	DOLLARS

HOLLY  HILL  ROAD  EAST  COMMUNITY  DEVELOPMENT  DISTRICT,

a

community  development		district	duly  created  and	existing  pursuant to  Chapter  190, Florida		
Statutes	(the  "District"),		which	shall	also  serve	as  Registrar	and  Paying  Agent,  for  value		
							hereinafter mentioned) to  the		
				to pay (but only out	of the  sources			
received,	hereby promises					
										
		above,  on the Maturity Date set forth above, the principal amount		
registered Owner set forth			
shown  above,  or  so  much  thereof	as	has  been  advanced  on  behalf of	the  District	by  the		
Registered Owner pursuant to the Note Resolution (as defined herein), and to pay (but only out		
of the sources hereinafter	mentioned) interest on the outstanding principal amount hereof from		
the Dated Date set forth above to the Maturity Date set forth above or earlier Redemption Date		
(hereinafter defined), at the rate per annum set fmth above.  Notwithstanding the foregoing, if the		
Maturity Date is not a Business Day (hereinafter defined), then all amounts due on the Maturity		
Date shall be payable on the first Business Day succeeding such Maturity Date, but shall be		
deemed paid on the Maturity Date.  The term "Business Day" shall mean any day other than a		
Saturday	or  Sunday  or	other  day  on	which  banking  institutions  in  the	City  in	which  the		
Registered Owner is located are authorized or obligated to be closed.  The payment	of principal		
at maturity or Redemption Price, together with interest accrued thereon, shall be made by the		
District	acting  through		its  District	Manager,  as	Registrar  and  Paying	Agent	only  upon		
											
									of the Paying Agent, to the registered		
presentation and surrender hereof at the designated office			
Owner at the address set forth on the registration books maintained by the Registrar at least five		
(5) days prior to the date	of		on		.  Interest	this Note will be computed	on the basis of		
		such payment											

A-1

the actual number of days elapsed	over a 360-day year, compounded annually, and payable at		
																														
maturity or upon earlier redemption.																													
This Note is issued pursuant	to Resolution No. 2018-17		of the Board	of	Supervisors	of		
	19,	2018  (the	"Note		Resolution")	and		the	provisions	of		
the  District,  adopted  on		September												
Chapters 190 and Section 215 .431, Florida	Statutes, for the purpose of paying all or a portion	of		
															constituting a portion	of		
the costs of	constructing and acquiring		certain assessable improvements					
											of this Note, the		
the Amenity Center (as defined in the Note Resolution).		By the acceptance				
Registered Owner hereof assents	to	all	of	the provisions of	the Note Resolution.					
																																
THE NOTE IS A LIMITED	OBLIGATION OF THE DISTRICT PAY ABLE SOLELY		
AS  PROVIDED  HEREIN	AND  NEITHER  THE  PROPERTY,  THE  FULL  FAITH  AND		
			POWER OF THE DISTRICT,	THE CITY, POLK COUNTY,		
CREDIT, NOR THE TAXING				
			(THE		"STATE"),  OR  ANY		
		THE  STATE		OF	FLORIDA					
FLORIDA  (THE  "COUNTY"),									
								SECURITY FOR THE		
					THEREOF,	IS  PLEDGED AS				
OTHER POLITICAL SUBDIVISION						
PAYMENT	OF  THE  NOTE,	EXCEPT  THAT  THE  DISTRICT	IS		OBLIGATED,  IF	IT		
															
					AMOUNT		OF	AMENITY		BONDS  TO FINANCE THE		
CANNOT ISSUE A SUFFICIENT								
											OF		THE  AMENITY		
						OF	ALL  OR  A  PORTION						
ACQUISITION  AND  CONSTRUCTION									
CENTER, TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED,		
FOR COLLECTION, AMENITY SPECIAL ASSESSMENTS TO SECURE AND PAY THE		
NOTE.  THE NOTE DOES 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	.																															
																																
This	Note  is  issuable		only	as	a		single	registered  note  in  current  interest  bearing		
																			of the Loan.  This Note		
certificated form, in the denomination	of	the maximum principal amount			
																												
may not be sold, assigned or transfened in any manner.																			
The Registered Owner shall provide the District with periodic	statements at the time	of		
		of this Note made by the		
each advance by the Registered Owner, regarding advances	of principal				
Registered Owner on the District's behalf for Amenity Center improvements, and prepayments	of		
principal of	this Note made by the District	to the Registered Owner from the proceeds of one or		
more series	of Amenity Bonds	as provided in the Resolution,	together with the interest accrued at		
																		
the applicable interest rate provided in this Note.																							
All payments received hereunder shall be applied first to the payment	of interest due and		
payable, with the balance	applied	to	principal.  All accrued		and unpaid interest and outstanding		
					5, 2022.													
														on January															
principal shall be paid in full in a single payment																
																						
											wholein			or in part prior to maturity	upon the issuance		
This Note is subject to redemption																						of any Interest		
of one or more series of Amenity Bonds, in whole or in paii on the first day			
Period selected by the District	("Redemption Date"), upon	10 days' prior notice	to the Registered		
							
							price equal to  the principal amount being prepaid plus		
Owner of the Note,  at	a redemption				
																	.		On the date designated		
																													
interest accrued thereon	to	the Redemption	Date ("Redemption Price")		of the Redemption Price		
for redemption, notice having been given and money for the payment				
being held by the District, this Note shall become and be due and payable at the Redemption		

A-2

Price and interest hereon shall cease to  accrue and the  Owner hereof shall have no rights in		
respect of this Note except to receive payment of the Redemption Price thereof	so	held by the		
District.   The  failure  of the  District to  give the  notice  hereinabove	provided,		or	any  defect		
therein, shall not in any manner defeat the effectiveness	of a call for redemption if notice thereof		
is actually given to the Owner thereof and such Note is presented for redemption as aforesaid.		
This Note 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 of Florida.										
This Note is issued with the intent that the laws of the State of Florida shall govern its		
construction.										
It is hereby certified, recited and declared	that all acts, conditions and things required by		
the Constitution and laws of the State of Florida and the resolution of the District to happen, exist		
and be performed precedent to and in the issuance	of this Note, have happened, exist and have		
									
been performed as so required.										

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

A-3

IN WITNESS WHEREOF,	Holly Hill Road East Community		
has caused this Note to	bear the signature of the Chairman of its Board		
official seal of the District to be hereon and attested	by the signature		
			
Board of Supervisors.					

Development District, of Supervisors and the of the Secretary to the

[SEAL]

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT

Attest:

By:----------------
Chairman, Board of Supervisors

By:

____________	_		
			
Secretary, Board of Supervisors			

A-4

EXHIBIT B				
FORM OF NOTICE OF ADVANCE FOR AMENITY CENTER IMPROVEMENTS		
HHR East LLC, a Florida limited liability company (the "Developer")	does hereby notify		
			
Holly  Hill  Road  East  Community  Development  District  (the  "District")		and  Dennis  Wood		
Engineering, LLC (the "District Engineer") of the following Advance by the	Developer under the		
Loan to the District, evidenced by the District's Bond Anticipation Note, Series 2018 (Amenity		
Center Line of Credit) (the "Note"):				

Date

of

Advance:

Amount

of

Advance:

$------

The

undersigned

on

behalf

of

the

Developer

hereby

certifies as follows:

the

1.	The Advance has been

Joint Acquisition Agreements.

made

for capital costs

of

the

Amenity

Center

described

in

2. Developer

are

The payees, dollar amounts and dates set forth in the attachment hereto.

of

each

Amenity

Center

expenditure

by

the

been

3. the basis

Such Amenity of any previous

Center expenditures have Notice of Advance.

been

properly

incuned

and

have

not

the

4. Advance.

The

Developer has

not

been

paid

or

reimbursed

by

the

District for

any

amount

of

LLCHHR EAST,

Date

of

Notice:

--------

By: Landmark Investment Services,

LLC, Its Manager
By: __________

Authorized Officer

The

undersigned

District Engineer

hereby

ce1iifies as follows:

the

1.	The Advance has been

Joint Acquisition Agreements.

made

for

capital

costs

of the

Amenity

Center

described

in

been

2. the basis

Such Amenity of any previous

Center

Notice

expenditures of Advance.

have

been

properly

incuned

and

have

not

District Engineer

B-1

Holly

Hill Road

East

Community

Development District

Assignment

of

Construction

Contract

Holly

Community

Hill Road East

Development District

Resolution 2019-02

Holly

Hill

Road

East

Community

Development District

Uniform

Collection Agreement between Polk Tax Collector and the District

County

				UNIFORM COLLECTION					
					AGREEMENT							
					DISTRICT								
THIS AGREEMENT made and entered into this	24th		day of,	September	2018		
by and between	Holly Hill Community Development District			("District"),		
	Blvd.,	Corporate	Orlando,	FL 32817					
whose address is	12051				Tax Collector in and for the Polk County		
and the Honorable Joe G.	Tedder, State Constitutional			
									
Political Subdivision, whose address is Polk County Tax Collectors Office, P.O. Box 1189,		
Bartow, Florida				.									
	33831-1189 ("Tax Collector")									
					SECTION I							
				Findings and Determinations					
The parties find and determine:										
1.	District  is  authorized  to  impose  and		levy,	and	by	appropriate	Resolution  has		
expressed its intent to use the statutory	uniform methodology of	collection for, certain non-ad		
				Development District	as authorized		
valorem special assessments for	Holly Hill Community				
								
by constitutional and statutory municipal home rule and by section 197.3632, Florida Statutes		
(2012) and Rule 12D-18, Florida Administrative Code.							

2.	The term "Assessments" means those certain levies by the District which purport to
constitute non-ad valorem special assessments	for  _H=o.:.:ll,t_y-=H-=-=i.:.:ll:._C.::_D_D__________	_		
				
					Ordinance 2017-814			
improvements and related systems, facilities and services pursuant to					
a non-ad valorem special assessment	is lienable under Section 4, Article X,	Florida Constitution,		
									over and above		
if it results	in a special benefit peculiar to the parcels of property involved,			
general community benefit,	as a result of a logical connection	to the property involved from the		
					to the property fairly		
	by			the District and if it is apportioned			
system, facility and service provided												
and reasonably.													
3.	The uniform statutory collection	methodology is provided in section 197.3632,		
										
Florida Statutes, and Rule 12D-18, Florida Administrative Code ("uniform methodology"), with		
its  enforcement provisions,	including	the use	of tax certificates and	tax	deeds  for  enforcing		
												
against any delinquencies; and												
4.	The uniform methodology is more fair to the delinquent	property owner than			
								
traditional lien foreclosure methodology.										
5.	The uniform methodology provides for more efficiency	of collection by virtue of		
the Assessment being on the official tax notice issued by the Tax Collector which will produce		
positive economic benefits to the District and its citizens; and								
6.	The uniform methodology,  through use of the official tax notice,  will tend to		
eliminate confusion.													

7.	The	Tax	Collector,  as the State Constitutional	Officer for  the  county political		
						
subdivision,  charged by general law in Chapter  197, Florida Statutes,  and related rules  and		
regulations, to function	as the agent of the Florida Department of Revenue for purposes of the		
uniform methodology for the Assessments.					
8.	The	sole	and  exclusive  responsibility	to	determine,  impose  and  levy  the		
Assessments and to determine that it is a legal, constitutional	and lienable non-ad valorem		
				
special assessment for	Holly Hill CDD	and related systems, facilities and services		
is that of	the District and no other person, entity or officer.				

SECTION

II

		Applicable Law and Regulations					
1.	Section  2,  Article  VIII,  Florida  Constitution;	Chapter  170,  Florida  Statutes;		
						
sections 197.3631, 3632 and 3635, Florida Statutes; Rule 12D-18, Florida Administrative Code;		
and all other applicable provisions of constitutional and statutory law, govern the exercise by the		
District of its local self-government power to render and pay for municipal services.		
2.	Section 1( d), Article VIII, Florida Constitution;	Chapter 197, Florida and other		
						
applicable provisions of constitutional and statutory law apply to Tax Collector in his capacity as		
a state constitutional county officer and agentDepartmentoftheFlorida			of Revenue for purpose		
						
the of collecting and enforcing the collection of non-ad valorem special assessments levied by		
District.								
3.	Section 197 .3 631, Florida Statutes, constitutes supplemental	authority for District		
				
to levy non-ad valorem assessments including such non-ad valorem special assessments as the		
"Assessments" for	Holly Hill CDD   and related systems, facilities and services.		
4.	Section  197 .3632,  Florida  Statutes,  and  Rule  12D-18,  Florida  Administrative		
Code,  have  provisions  that  apply  both  to  District  and  to  Tax  Collector,  as  well  as,  to  the		
Department of Revenue and the Property Appraiser in and for the county.			
		SECTION III						
		Purpose						
The purpose	of this Agreement under Rule 12D- l 8,	Florida Administrative Code, is to		
establish the terms and conditions under which the Tax Collector shall collect and enforce the		
collection	of those certain non-ad valorem special assessments,	the "Assessments," levied by		
					
District to include compensation by District to the Tax Collector for actual costs of collection		
pursuant to section 197 .3632(8)( c ), Florida Statutes; payment by District of any costs involved in		
separate mailings because of non-merger of any non-ad valorem special assessment roll as		
certified by the Chair of the Board of	Holly Hill Communi!Y Development	District		

2

or his or her designee, District for necessary with personnel, forms, which attend all of the uniform methodology,

pursuant to section 197.3632(7), Florida Statutes; and reimbursement	by		
			
administrative costs, including, but not limited to, those costs associated		
supplies, data processing, computer equipment, postage and programming		
collection and enforcement duties imposed upon the Tax Collector by the		
as provided in section 197.3632(2), Florida Statutes.			

SECTION IV

The term of	this Agreement shall commence upon execution, effective for	2018	tax			
notice purposes,  and shall continue and extend uninterrupted from year-to-year,  automatically		
renewed for successive periods not to exceed one (1) year each, unless District shall inform the		
Tax Collector, as well as Property Appraiser and the Department of Revenue, by 10 January	of		
each calendar year, if District intends to discontinue to use the uniform methodology for such		
Assessments pursuant to section 197.3632(6), Florida Statutes (2012) and Rule 12D-18.006(3),		
Florida Administrative Code,  using form DR-412 promulgated	by the Florida Department	of		
						
Revenue.							
	SECTIONV						
	Duties and Responsibilities of District					
District agrees, covenants and contracts to:						
1.	Compensate the  Tax  Collector for  actual  collection costs	incurred pursuant to		
section 197.3632(8)(c), Florida Statutes and 12D-18.004(2), Florida Administrative Code.			

2.	Reimburse Tax Collector for necessary administrative costs for the collection and
enforcement of the Assessment by the Tax Collector under the uniform methodology,	pursuant to		
			
section 197.3632(2), Florida Statutes, and Rule 12D-18.004(2), Florida Administrative Code,  to		
include,  but  not  be  limited  to,  those  costs  associated  with  personnel,  forms,  supplies,  data		
processing, computer equipment, postage and programming.			

3.	To pay for or alternatively to reimburse the Tax Collector for any separate tax

notice necessitated by the inability

of

the Tax Collector to merge the  non-ad valorem special

assessment roll certified by District pursuant to section 197.3632(7), Florida Statutes and Rule 12D-18.004(2) Florida Administrative Code.

4.	District  upon  being  timely  billed  shall  pay  directly  for  necessary  advertising

relating to

implementation

of

the uniform  non-ad valorem special assessment law pursuant to

sections 197.3632 and 197.3635, Florida Statutes, and Rule 12D-18.004(2), Florida Administrative Code.

5. Holly Hill

By 15 September of each calendar year, the Chair of the	Board of the

Community Development District, or his or her designee, shall certify,

3

	using DR Form 408 to the Tax Collector the non-ad valorem assessment ("Assessment")	roll on		
				
	compatible electronic medium, tied to the property parcel identification_number, and otherwise in		
	conformance with the ad valorem tax rolls submitted by the Property Appraiser in July to the		
	Department	of Revenue. District or its agent on behalf of District shall post the non-ad valorem		
	special assessment for each parcel on the said  non-ad valorem assessment roll and shall exercise		
	its  responsibility that  such non-ad valorem assessment roll be free  of errors  and omissions.		
	Section 197.3632(10), Florida Statutes, and Rule 12D-18.006, Florida Administrative Code.		
	6.	District agrees to abide by and implement its duties under the uniform law pursuant		
	to all the provisions of sections  197.3632 and 197.3635, Florida Statutes, or its successor of		
	statutory provisions and all applicable rules promulgated by the Department of Revenue and		
	their successor rules.			
	7.	District acknowledges that the Tax Collector has no duty, authority or responsibility		
	in the imposition and levy of any non-ad valorem special assessments, including the District's		
	"Assessment" and that it is the sole responsibility and duty of District to follow all procedural		
	and substantive requirements  for  the  levy and  imposition of constitutionally lienable non-ad		
	valorem special assessments, including the Assessments.			
	8.	District shall indemnify and hold harmless Tax Collector to the extent of any legal		
	action which may be filed in local, state or federal courts against Tax Collector regarding the		
	imposition, levy, roll preparation and certification of the Assessments; District shall pay for or		
	reimburse Tax Collector for fees for legal services rendered to Tax Collector with regard to any		
	such  legal  action.  Nothing  herein  shall  be  deemed  or  construed  as  a  waiver  of sovereign		
	immunity by the Tax Collector or the District, and the parties shall have and maintain at all times		
	and for all purposes any and all rights, immunities and protections available under controlling		
	legal  precedent  as  provided  under  Section  768.28,  Florida  Statute,  or  its  successor  and  as		
under	provided	other applicable law.			
		SECTION VI			
		Duties of the Tax Collector			
	1.	The Tax Collector shall merge timely the legally certified "Assessment" roll of		
	the District with all non-ad valorem assessment rolls, merge said rolls with the tax roll,  prepare a		
	collection roll and prepare a combined notice (the tax notice) for both ad valorem taxes and non-		
	ad valorem special assessments for all levying authorities within the county political subdivision,		
	pursuant to sections 197.3632 and 197.3635, Florida Statutes, and its successor provisions, and		
	any applicable rules, and their successor rules, promulgated by the Department of Revenue, and		
	in accordance with any specific ordinances or resolutions adopted by district, so long	as said		
	ordinances and resolutions shall themselves each and every one clearly state intent to use the		
	uniform method for collecting such assessments and so long as they are further not inconsistent		
	with, or contrary to, the provisions of sections 197.3632 and 197.3635, Florida Statutes, and their		
	successor provisions, and any applicable rules.			

4

2.	Tax Collector shall collect the Assessments of District as	certified by the Chair of	
the   Holly Hill Community Development District	or his or her designee, to the Tax	
Collector no	later than 15  September of each calendar year on compatible electronic medium,	
tied to the property identification number for each parcel, and in the format used in July by the	
Property Appraiser for the ad valorem rolls submitted to	the Department of Revenue, using, DR	
Form 408, and free of errors or omissions.				
3.	The Tax  Collector agrees  to  cooperate with District in implementation of the	
uniform methodology for collecting Assessments pursuant to sections 197.3632 and 197.3635,	
Florida Statutes, and any successor provisions and applicable rules.  The Tax Collector shall not	
accept any non-ad valorem assessment roll for the Assessments	of District that is not officially,	
timely and legally certified to the Tax Collector pursuant to Chapter 197, Florida Statutes, and	
Rule 12D-18, Florida Administrative Code.				
4.	If the Tax Collector discovers errors or omissions on such roll, Tax Collector may	
request District to file  a corrected roll or a correction	of the	amount	of any assessment and	
District shall bear the cost of any such error or omission.				
5.	If Tax  Collector determines that a separate  mailing  is	authorized pursuant to	
section 197.3632(7), Florida Statutes, and any applicable rules promulgated by the Department	
of Revenue, and any successor provision to said law or rules, the Tax Collector shall either mail	
a separate notice of the particular non-ad valorem special assessment ("Assessment") or shall	
direct District to mail such a separate notice.  In making this decision, the Tax Collector shall	
consider all  costs to District and to the taxpayers of such a	separate mailing as well as the	
adverse  effect to  the  taxpayers  of delay  in multiple notices.	If such  a separate  mailing  is	
effected, District shall bear all costs associated with the separate notice for the non-ad valorem	
special assessment  that could not be merged,timelyupon	billing by the Tax Collector.	
	SECTION VII				
	Entire Agreement				

1. with good

The parties shall perform all their obligations under this agreement in accordance faith and prudent practice.

2.	This agreement constitutes the entire agreement between the parties with respect	
to the subject matter contained herein and may not be amended, modified or rescinded, unless	
otherwise provided in this Agreement, except in writing and signed by all the parties hereto.	
Should any provision of this Agreement be declared to be invalid, the remaining provisions of	
this Agreement shall remain in full force and effect, unless such provision found to be invalid	
alter substantially the benefits of the Agreement for either of the parties or renders the statutory	
and regulatory obligations unperformable.	

3.

This Agreement shall be governed by the

laws

of

the

State

of

Florida.

5

4.	Written notice shall be given to the parties at the following addresses, or such
other place or person as each of the parties shall designatenoticeby similar	:

a.	As to Tax Collector:	Address	Joe G. Tedder	
			P.O. Box 1189	
			Bartow, FL  33831-1189	
b.	As to District:	Address	Holly Hill Community Development District	
			Jane Glasgow of Fishl<lnd & Associates	
			12051 Corporate Blvd	
			Orlando, FL 328 17	

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals and such of them as are corporations have caused these presents to be signed by their duly authorized officers.

POLK COUNTY TAX COLLECTOR

Joe G. Tedder

Printed Name

By:
Printed Name

ATTEST:
----------------- By: ______________
Printed Name
As	authorized  for   execution   by  the	of	City	
District			
at its	------------ regular meeting.			

6