Finley Woods Community Development District
12051 Corporate Boulevard, Orlando, FL 32817; 407-723-5900

The following is the proposed agenda for the Board of Supervisors Meeting for the Finley Woods Community Development District, scheduled to be held Thursday, January 16, 2020 at 1:00
p.m. at the Offices of Tommy Williams Homes located at 2563 SW 87th Drive, Suite 10, Gainesville, FL 32608. Questions or comments on the Board Meeting or proposed agenda may be addressed to Jane Gaarlandt at gaarlandtj@pfm.com or (407) 723-5900. A quorum (consisting of at least three of the five Board Members) will be confirmed prior to the start of the Board Meeting.
If you would like to attend the Board Meeting by phone, you may do so by dialing: Phone: 1-844-621-3956
Access Code: 790 393 986 #

PROPOSED BOARD OF SUPERVISORS' MEETING AGENDA
Administrative Matters
Roll Call to Confirm Quorum
Public Comment Period [for any member of the public desiring to speak on any proposition before the Board]
Consideration of Minutes of the October 24, 2019 Landowners Meeting and Board of Supervisors' Meeting
Business Matters
Consideration of Financing Matters Relative to the Series 2020 Bonds
Presentation of Supplemental Engineer's Report
Presentation of Supplemental Assessment Report
Resolution 2020-07, Delegation Resolution o	Master Trust Indenture
First Supplemental Trust Indenture
Bond Purchase Agreement
Preliminary Limited Offering Memorandum
Continuing Disclosure Agreement
Developer Agreements
Completion Agreement
Collateral Assignment & Assumption of Development Rights
Declaration of Consent to Jurisdiction
Notice of Special Assessments
True-Up Agreement
Consideration of Agreement between the District and Alachua County Tax Collector
Consideration of Agreement between the District and Alachua County Property Appraiser

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Ratification of Agreement between the District and CHW for District Engineering Services
Ratification of Funding Request Nos. 3 - 5
Review of Monthly Financials
Other Business Staff Reports
District Counsel Interim Engineer District Manager
Supervisor Requests and Audience Comments Adjournment

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Finley Woods Community Development District

Minutes

MINUTES OF MEETING

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT LANDOWNERS ELECTION MEETING
Thursday, October 24, 2019 at 1:03 p.m. Offices of Tommy Williams Homes 2563 SW Bl'h Drive, Suite 10,
Gainesville, FL 32608

Present:

Ginney Patterson Hank Taylor Tripp Norfleet Jane Gaarlandt Kevin Plentzer Sonali Patil Alyson Coll Lubna Sidker Katie Buchanan Robert Walpole Tommy Williams

FIRST ORDER OF BUSINESS

PFM
PFM	(via phone)
PFM	(via phone)
PFM	(via phone)
PFM	(via phone)
Hopping Green & Sams, P.A
CHW	(via phone)
Tommy Williams Homes

Call to Order and Roll Call

The meeting was called to order at approximately 1 :03 p.m.

SECOND ORDER OF BUSINESS	Appointment of Chairperson for the Purpose of Conducting the Landowners' Meeting

Ms. Gaarlandt, as District Manager, acted as Chairperson for the purpose of conducting the Landowners' Meeting.

THIRD ORDER OF BUSINESS		Determination of Number of Voting Units Represented or Assigned by Proxy

Ms. Buchanan explained the process of the Landowners' Election. The two candidate with the highest number of votes will receive a 4-year term and the two candidates with the least number of vote will receive 2-year terms.

Tommy Williams is a proxyholder on behalf of T W Williams Jr Inc with 19 lots and can cast up to 19 votes.

Mr. Norfleet is a proxyholder on behalf of Norfleet Construction Group LLC with 19 lots and can cast up to 19 votes.

FOURTH ORDER OF BUSINESS	Acceptance of Nominations for the Board of Supervisors

Ms. Gaarlandt noted that the five seats up for election are Seat 1, currently held by Ms. Patterson; Seat 2, currently held by Mr. Hank Taylor; Seat 3 currently held by Mr. Norfleet; and Seat 4, currently held by Ms. Lowe. Seat 5 is vacant.

Mr. Williams and Mr. Norfleet both nominated Ginney Patteson, Hank Taylor, Tripp Norfleet, and Emilee Lowe.

FIFTH ORDER OF BUSINESS	Casting of Ballots

Mr. Williams cast 10 votes for Ginney Patterson; 10 votes for Hank Taylor; 5 votes for Tripp Norfleet; and 5 votes for Emilee Lowe.
Mr. Norfleet cast 10 votes for Ginney Patterson; 10 votes for Hank Taylor; 5 votes for Tripp Norfleet; and 5 votes for Emilee Lowe.

SIXTH ORDER OF BUSINESS		Ballot	Tabulations	and Announcement of Election Results

Ms. Gaarlandt tallied the two ballots and noted that Ms. Ginney Patterson received a total of 20 votes, Mr. Hank Taylor received 20 votes, Mr. Tripp Norfleet received 10 votes, and Ms. Emilee Lowe received 10 votes.

Therefore, Ginney Patterson and Hank Taylor will each serve a 4-year term; Tripp Norfleet and Emilee Lowe will each serve 2-year term. Seat 5 will remain vacant to be filled at a later time.

SEVENTH ORDER OF BUSINESS	Adjournment

Ms. Gaarlandt adjourned the Finley Woods Community Development District Landowners' Meeting.

Secretary / Assistant Secretary	Chairman / Vice Chairman

MINUTES OF MEETING

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS MEETING
Thursday, October 24, 2019 at 1:03 p.m. Offices of Tommy Williams Homes
2563 SW 87'-h Drive, Suite 10,
Gainesville, FL 32608

Board Members present at roll call:

Ginney Patterson Hank Taylor Tripp Norfleet

Also Present:

Board Member Board Member Board Member

Jane Gaarlandt Sonali Patil Kevin Plentzer Lubna Sikder Alyson Coll Katie Buchanan Emma Gregory

PFM PFM PFM PFM PFM
Hopping Green & Sams, P.A Hopping Green & Sams, P.A

(via phone} (via phone} (via phone} (via phone}

Robert Walpole Tommy Williams

FIRST ORDER OF BUSINESS

CHW	(via phone}
Tommy Williams Homes

Call to Order and Roll Call

The meeting was called to order at 1 :03 p.m. Those in attendance are outlined above.

SECOND ORDER OF BUSINESS

There were no members of the public were present.

THIRD ORDER OF BUSINESS

Public Comment Period

Administration of the Oath of Office to Newly Elected Board Member

Ms. Gaarlandt administered the oath of office to Mr. Taylor, Mr. Norfleet and Mr. Patterson.

Page  1  of 8

FOURTH ORDER OF BUSINESS		Consideration of Minutes of the September 19, 2019 Organizational Meeting

The board reviewed the minutes of the September 19, 2019 Organizational Meeting.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved the Minutes of the September 19, 2019 Organizational Meeting.

FIFTH ORDER OF BUSINESS		Consideration of Resolution 2020-01, Canvassing and Certifying  the Results of the Landowners' Election

Ms. Gaarlandt explained that she received two ballots that stated Ms. Patterson and Mr. Taylor received 20 votes each and will serve 4-year terms. Mr. Norfleet and Ms. Lowe received 10 votes each and will be serving two-year terms.

Ms. Gaarlandt noted that Seat 1 will be held by Ms. Patterson; Seat 2 will be held by Mr. Hank Taylor; Seat 3 will be held by Mr. Norfleet; Ms. Lowe will hold Seat 4; and Seat 5 will remain vacant.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved Resolution 2020-01, Canvassing and Certifying the Results of the Landowners' Election.

SIXTH ORDER OF BUSINESS		Consideration of Resolution 2020-02, Appointing District Officers

The current slate of officers is as follows: Ms. Ginny Patterson as Chairperson, Mr. Hank Taylor as Vice-Chair, Mr. Tripp Norfleet and Emilee Lowe as Assistant Secretaries, Ms. Jane Gaarlandt as Secretary, Ms. Amanda Lane as Treasurer and Ms. Jennifer Glasgow as Assistant Treasurer.

Ms. Gaarlandt requested that Ms. Jennifer Walden be added as an Assistant Secretary.

Page 2 of 8

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved Resolution 2020-02, Appointing District Officers with Ms. Ginney Patterson as Chairperson; Mr. Hank Taylor as Vice-Chair; Mr. Tripp Norfleet, Ms. Emilee Lowe, and Ms. Jennifer Walden as Assistant Secretaries; Ms. Jane Gaarlandt as Secretary; Ms. Amanda Lane as Treasurer, and Ms. Jennifer Glasgow as Assistant Treasurer.

SEVENTH ORDER OF BUSINESS		Public Hearing on the Adoption of the District Fiscal Years 2018/2019 and 2019/2020
Public Comments
Board Comments
Consideration of Resolution 2020- 03, Adopting Fiscal Years 2018/2019 and 2019/2020 Budgets and Appropriating Funds

Ms. Gaarlandt noted that a number of public hearing were noticed for today. The public hearing on the budget was noticed according to statutory requirements and the budget had been provided to the City 60 days prior to the hearing. Ms. Gaarlandt requested a motion to open the Public Hearing.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board opened the Public Hearing.

Ms. Gaarlandt noted that there were no members of the public present and requested a motion to close the Public Hearing.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board closed the Public Hearing.

Ms. Buchanan noted for the record that the Assessment Revenue line item will change to Developers' Contribution. Ms. Gaarlandt requested a motion to approve Resolution 2020-03.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved Resolution 2020-03, Adopting Fiscal Years 2018/2019 and 2019/2020 Budgets and Appropriating Funds.

EIGHTH ORDER OF BUSINESS		Public Hearing on the District's Use of the Uniform Method of Levying, Collecting and Enforcing Non Ad­
Valorem Assessment
Public Comments
Board Comments
Consideration of Resolution 2020- 04, Adopting the Use of the Uniform Method

Ms. Gaarlandt stated the public hearing was properly noticed. Ms. Buchanan explained the statutory process for the District to use the Uniform Method through the Tax Collector. The District will begin levying assessments in Fiscal Year 2021.

Ms. Gaarlandt requested a motion to open the Public Hearing.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board opened the Public Hearing.

Ms. Gaarlandt noted that there were no members of the public present and called for a motion to close the Public Hearing.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board closed the Public Hearing.

Ms. Gaarlandt requested a motion to approve Resolution 2020-04.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved Resolution 2020-04, Adopting the Use of the Uniform Method

NINTH ORDER OF BUSINESS

Public Hearing on the Imposition of Special Assessments
Public Comments
Board  Comments
Consideration of Resolution 2020- 05, Levying Special Assessments

Page 4 of 8

The Public Hearing was properly noticed. Ms. Buchanan requested a motion to open the Public Hearing.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board opened the Public Hearing.

Ms. Gaarlandt noted that there were no members of the public present and called for a motion to close the Public Hearing.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board closed the Public Hearing.

Ms. Buchanan noted the standards for special assessments is that the lands subject to the assessments must receive special benefits for the improvement and the land has to be reasonably apportioned to the special assessment and there is no obligation to pay the special assessments until the bonds are issued.

There were no questions regarding the Engineer's Report. Ms. Buchanan asked Mr. Walpole if, in his opinion, the cost of the project is reasonable and proper. Mr. Walpole confirmed yes. Ms. Buchanan questioned Mr. Walpole if there is any reason that the District cannot complete the project. Mr. Walpole responded no.

Mr. Norfleet asked when the issuing of bonds will take place. Ms. Buchanan responded that there is a bond validation hearing scheduled for November 19, 2020.

Mr. Plenzler noted that the Master Assessment Report is the same as the Board previously reviewed. Ms. Buchanan asked Mr. Plenzler, if in his opinion, the lands subject to special assessments receive a special benefit and if he believes the special assessments were reasonably apportioned throughout the land subject to the special assessment. Mr. Plenzler answered yes. Ms. Buchanan questioned Mr. Plenzler if he thinks the cost of the improvement program is reasonable, proper, and just against the lands in accordance with the Master Assessment Methodology. Mr. Plenzler responded yes.

Ms. Buchanan asked Mr. Plenzler a series of questions regarding the validity of information in the Master Assessment Methodology he provided. Mr. Plenzler responded yes to all questions.

Ms. Buchanan asked if there were any changes the Board would like to make. The Board said no.

Page  5 of 8

Ms. Buchanan explained the sections of the Resolution and that the Engineer's Report and Methodology report will be attached as exhibits.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved Resolution 2020-05, Levying Special Assessments.

TENTH ORDER OF BUSINESS		Public Hearing on the Adoption of the District's Rules of Procedure
Public Comments
Board Comments
Consideration of Resolution 2020- 06, Adopting Rules of Procedure

Ms. Buchanan explained the Rules of Procedure as rules to organize to operation of the District.

Ms. Gaarlandt noted the public hearing was properly noticed and requested a motion to open the Public Hearing.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board opened the Public Hearing.

Ms. Gaarlandt noted that there were no members of the public present and called for a motion to close the Public Hearing.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board closed the Public Hearing.

There were no Board Comments. Ms. Gaarlandt requested a motion to adopt Resolution 2020-06.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved Resolution 2020-06, Adopting Rules of Procedure.

Page 6 of 8

ELEVENTH  ORDER OF BUSINESS		Consideration of Agreement between the District and CHW for District Engineering Services

This is the same form of the agreement that the Board previously reviewed with the Engineer and will change the Engineer from Interim Engineer to continuing engineer.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved the Agreement between the District and CHW for District Engineering Services, in substantial form authorizing the Chair to sign off on the final version.

TWELFTH  ORDER OF BUSINESS		Ratification of Assignment  of Contract

The platt has been recorded but the City has not yet accepted it. Ms. Buchanan explained the Assignment Package and its contents; the affidavit attached and signed by the Developer that the developer agrees to pay for the District and there are no outstanding payments with the contractor; the exhibits including the bill of sale and; a certificate form CHW. Ms. Buchanan continued that the Board has already approved this is substantial form and she does not think the Board needs to take any action today. District Counsel will continue to work on it.

THRITEENTH  ORDER OF BUSINESS	Ratification of Funding Request No. 2

The Board reviewed Funding Request No. 2. It has already been approved and funded and needs to be ratified by the Board.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board ratified Funding Request No. 2.

FOURTEENTH  ORDER OF BUSINESS	Consideration of Funding Request No.
3
The Board reviewed Funding Request No. 3 in the amount of $1 1,220.79. Ms. Sikder will adjust removing the Engineer's Invoice of $4,891.25 for a total of $5,631.01.

On MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board approved Funding Request No. 3 as adjusted.

Page 7 of 8

FIFTEENTH ORDER OF BUSINESS	Staff Reports

District Counsel -	No Report

District Engineer -	No Report

District Manager - Ms. Gaarlandt stated that the next Board meeting is scheduled for November 21, 2019. Ms. Gaarlandt will work with the Chair and District staff to determine it the meeting is required.

ORDER OF BUSINESS		Supervisor Requests and Audience Comments

There were no Supervisor requests or audience comments.

FIFTEENTH ORDER OF BUSINESS	Adjournment

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

ON MOTION by Ms. Patterson, seconded by Mr. Taylor, with all in favor, the Board adjourned the Thursday, October 24, 2019, Board of Supervisors' Meeting for Finley Woods Community Development District.

Secretary I Assistant Secretary	Chairman / Vice Chairman

Page 8 of 8

Finley Woods Community Development District

Financing Matters, Series 2020 Bonds

Finley Woods Community Development District

Supplemental Engineer's Report

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

SUPPLEMENTAL ENGINEER'S REPORT #1

Prepared for:

BOARD OF SUPERVISORS FINLEY WOODS
COMMUNITY DEVELOPMENT DISTRICT

Prepared by:

CHW
11801 Research Drive
Alachua, FL 32615

December 2019

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS
I.	INTRODUCTION & GENERAL INFORMATION	1
IL	PROPOSED IMPROVEMENTS	2
Stormwater Management Facilities	2
Roadways	2
Water and Wastewater Facilities	3
Miscellaneous	3
PERMITTING	4
CONCLUSION	5

LIST OF TABLES & EXHIBITS

TABLE 1 - Land Use Summary Within the District TABLE 2 - Summary of Opinion of Probable Costs TABLE 3 - Summary of Proposed District Facilities

EXHIBIT 1 - Location Map EXHIBIT 2 - Phase le & 2 Site Plan

SUPPLEMENTAL ENGINEER'S REPORT #1 FINLEY WOODS

INTRODUCTION & GENERAL INFORMATION
The Finley Woods Community Development District (the "District" or the "CDD") is located along SW 62nd Avenue in Gainesville, Florida. The overall District currently contains approximately 85 acres and is expected to consist of 255 single family lots, recreation areas, and associated infrastructure and lies within Section 27, Township 10 South, Range 19 East, all within the City of Gainesville, Florida.

The purpose of the Supplemental Engineers Report is to define the CIP for portions ofthe CDD, specifically phase le and Phase 2 which will contain 40 and 93 lots respectively for a total of 133 lots. Phase 1 c contains 19.15 acres and Phase 2 contains 28.55 acres for a total of 47. 70 acres of the overall CDD boundary.

Improvements and facilities financed, acquired, and/or constructed by the CDD will be required to conform to regulatory requirements of the City of Gainesville, the St Johns River Water Management District (SJRWMD), Gainesville Regional Utilities and other agencies with regulatory jurisdiction over the development. An overall estimate of probable cost is provided in Table 2 ofthis report.

The project access for both phase 1 c and 2 is via SW 62nd Ave in Gainesville, Florida.

The Development received zoning approval originally by the Alachua County Board of County Commissioners as a Planned Development (PD) District, the project was annexed into the City of Gainesville and the PD amended by the City of Gainesville. The parcels have an underlying Future Land Use Designation of Low Density Residential ( 1 -4 upa).

The site topography is gently rolling and contains numerous isolated depressions with FEMA flood zones that are being filled and relocated to proposed stormwater basin areas. Site soils are suitable for a residential development ofthis magnitude.

PROPOSED IMPROVEMENTS
The infrastructure improvements include the following:
Stormwater Management FacjHtjes
Stormwater management facilities consisting of storm conveyance systems and retention ponds are contained within the District boundaries. Stormwater runs offvia roadway curb and gutter to storm inlets. From that point storm pipes convey the runoff into the proposed retention ponds for water quality treatment and retention. The proposed stormwater systems will utilize dry retention for biological pollutant assimilation to achieve water quality treatment. The design criteria for the District's stormwater management systems is regulated by the City of Gainesville and SJRWMD.

FEMA Community Panel No. 12001 C0435 D effective 6/1 6/2006 shows that the property is located within Flood Zones "X" and "A". Some minimal floodplain compensation is required and provided in Phase 2. 

During the construction of stormwater management facilities, utilities and roadway improvements, the contractor will be required to adhere to a Stormwater Pollution Prevention Plan (SWPPP) as required by FDEP as delegated by the Environmental Protection Agency (EPA). The SWPPP will be prepared to depict for the contractor the proposed locations of required erosion control consisting of floating and staked turbidity
barriers specifically along the down gradient side of any proposed construction activity and adjacent to the edge surface waters and the perimeter of the site. The site contractor will be required to provide the necessary reporting on various forms associated with erosion control, its maintenance and any rainfall events that occur during construction activity.

Roadways
The proposed public roadway sections are to be 50' R/W with 20' of asphalt and Miami curb and gutter on both sides. The proposed roadway section will consist of stabilized subgrade, limerock base and asphalt wearing surface. The proposed Miami curb is to be placed along the edge of the proposed roadway section for purposes of protecting the integrity of the pavement and to provide stormwater runoff conveyance to the proposed stormwater inlets. Underdrain is provided as necessary to control groundwater and protect

the roadway base material.

The proposed roadways will require signing and pavement markings within the public rights-of-way, as well as street signs depicting street name identifications, and addressing, which will be utilized by the residents and public. As stated above, the District's funding of roadway construction will occur for all public roadways.

Waterand Wastewater Facmtjes
A potable water system inclusive of water mam, gate valves, fire hydrants and appurtenances will be installed for the Development. The water service provider will be GRU. The water system will be a "looped" system consisting of 6" and 8" diameter PVC water main. These facilities will be installed within the proposed public rights-of-way within the District. This water will provide the potable (domestic) and fire protection services which will serve the entire District.

A domestic wastewater collection system inclusive of gravity sanitary sewer mains and sewer laterals will be installed. The gravity sanitary sewer mains will be 8" diameter PVC. The gravity sanitary sewer lines will be placed inside of the proposed public rights-of-way, under the proposed paved roadways. Branching off from these sewer lines will be 4-inch laterals to serve the individual lots. The gravity system discharges to an existing GRU liftstation located within Phase 1 C.

Reclaimed water is not available for this site. An irrigation well(s) to be funded by the District will be installed onsite to provide irrigation within the public right of way. Any water, sewer, or irrigation pipes or facilities placed on private property will not be publicly funded.

Miscellaoeous:
The stormwater improvements, landscaping and irrigation, parks & open spaces, and certain permits and professional fees as described in this report, are being financed by the District with the intention ofbenefiting all the developable real property within the District. The construction and maintenance of the proposed public improvements will benefit the Development for the intended use as a planned residential development.

Upon completion of these improvements, inspection / certifications will be obtained from SJRWMD, the City of Gainesville Public Works and GRU.
PERMITTING
Construction permits have been received for Phase 1 C and Phase 2. . There are no Army Corps of Engineer (ACOE) jurisdictional wetlands within the project boundaries, therefore no permits are required from that agency. Following is a summary of required permits obtained and pending for the construction ofthe public infrastructure improvements for the District:

PHASE lC 
Permits / Approvals	Approved
Zoning Approval (Alachua County)		July 2007 Preliminary (Alachua County)	September 2013 
SJRWMD ERP	February 20 18 
Construction Plans (Alachua County)	April 2018 
GRU	April 2018 

PHASE 2

Permits / Approvals	Approved

Zoning Approval (City of Gainesville)	January 2019 
Design Plat (City of Gainesville)	February 2019 
SJRWMD ERP	September 2019 
Construction Plans (City of Gainesville)	September 2019 
GRU	September 2019 
Final Plat	December 2019 

CONCLUSION
It is our professional opinion that the public infrastructure costs for the District provided in this report are reasonable to complete the construction of the infrastructure. Furthermore, the public infrastructure improvements will benefit and add value to lands within the District at least equal to the costs of such improvements.

The Opinion of Probable Costs of the infrastructure is only an estimate and is not a guaranteed maximum price. The estimated costs are based upon unit prices currently experienced on an ongoing and similar basis for work in the City of Gainesville.
Furthermore, the quantities are a derivative of line items from specific construction documents and construction contracts as of this date. However, labor market, future costs of equipment, materials, changes to the regulatory permitting agencies activities, and the actual construction processes employed by the chosen site contractor are beyond the engineer's control. Due to this inherent opportunity for changes (upward or downward) in the construction costs, the total, final construction cost may be than this estimate.

Based upon the presumption that the project construction continues in a timely manner, it is our professional opinion that the proposed public improvements when constructed and built in substantial conformance with the approved plans and specifications, can be completed and used for their intended function. Be advised that we have utilized historical costs and direct unit costs from site contractors and consultants in the City of Gainesville, which we believe to be necessary in order to facilitate accuracy associated with the Opinion
ofProbable Costs. Based upon the information above, it is our professional opinion that
the acquisition and construction costs of the proposed project can be completed at the cost as stated.

FINLEY WOODS
Community Development District
Table 1 - Land Use Summary Phase 1 c and 2
Distribution by Land Use (1l

Land Use	Area (acres)	Percentage	
Stormwater Ponds	10.44	21 .9 %	
Residential	20.28	42.5 %	
Recreation / Open Space	9.87	20.7 %	
RoW	7.1 1	14.9%	
TOTAL	47.70	100.0 %	

93

Distribution by Lot Size (2l

Phase	30-50' Lots	50-60' Lots	60'+ Lots	TOTAL	Percentage	
1C 	6		21 	40 	15.7 %	
2	14 	23	56		36.5 %	
TOTAL	20	36	77	1 33	1 00.0 %	

Notes:
Figures are approximate; Areas may change upon final layout
Lot widths subject to change

FINLEY WOODS
Community Development District Phase 1c & 2

Table 2 - Summary of Opinion of Probable Costs

Infrastructure	Phase 1C 	Phase 2	TOTAL	
Stormwater Management	$ 323,235.00	$ 937,000. 00	$ 1,260,235.00	
Utilities (Water and Sewer)	$ 230,500.00	$ 562,500.00	$ 793,000.00	
Roadway	$ 547,000.00	$ 1 ,312, 500.00	$1,859,500.00	
Landscaping	$ 150,000.00	$ 243,750.00	$ 393,750.00	
Entry Feature & Signage	$ 1 00,000.00	$ 131 ,750.00	$ 231, 750.00	
Contingency - 1 5%	$ 202,610.25	$ 562,500.00	$ 765,110.25	
TOTAL	$ 1 ,553,345.25	$ 3,750,000.00	$ 5,303,345.25	

Notes:
Infrastructure consists of roadway improvements, stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, neighborhood parks and recreational facilities
Includes stormwater pond excavation, placement of fill, and floodplain mitigation
Includes sub-grade, base, asphalt paving, curbing, and civil / site engineering
Includes subdivision infrastructure and civil / site engineering only
Stormwater does not include grading associated with building pads.
Estimates are based on 2018 costs

FINLEY WOODS
Community Development District
Table 3 - Summary of Proposed District Facilities

District Infrastructure Entry Feature & Signage Stormwater Facilities Water/Sewer/Gas Street Lighting/Electric Road Construction

Construction	Ownership	Capital Financing District		District		District Bonds
District	District	District Bonds

District	GRU	District Bonds

District	Clay Electric	District Bonds

District	City of Gainesville	District Bonds

Operation and Maintenance
District District GRU
Clay Electric City of Gainesville

FINLEY WOODS
Community Development District Table 4 - Preliminary Development Schedule

Phase	Estimated Start Date	Estimated Completion Date	Number of Lots / Units	
1C 	2018 	201 9	40	

2	
2020	
2020	
93	

Finley Woods
Community Development District
Exhibit  1- Location Map

PROJECT SITE

ALACHUA COUNTY

Finley Woods
Community Development District
Exhibit 2- Phase 1 c Overall Site Plan

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Exhibit 2- Phase 2 Overall Site Plan

Finley Woods Community Development District

Supplemental Assessment Report

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pfm
SUPPLMENTAL ASSESSMENT
METHODOLOGY, PHASE 1C & PHASE 2

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

December 201 9

Prepared for:

Members of the Board of Supervisors,
Finley Woods Community Development District

Prepared on December 1 9, 2019 

PFM Financial Advisors LLC
1 2051 Corporate Boulevard
Orlando, FL 32817 

0

SUPPLEMENTAL ASSESSMENT METHODOLOGY, PHASE 1C & PHASE 2 FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

December 19, 2019

.0	Introduction

Purpose

This "Supplemental Assessment Methodology, Phase 1C & Phase 2" dated December 1 9, 201 9 ("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 Finley Woods Community Development District ("District") to fund beneficial public infrastructure improvements and facilities. This Supplemental Methodology operates pursuant to and applies the principles of the "Master Assessment Methodology," dated September 12, 201 9 ("Master Methodology"). The Supplemental Methodology described herein has two goals: (1 ) quantifying the special benefits received by properties within the District as a result of the construction of the District's improvements 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 ("CIP") that will allow for the development of property within the District. The District plans to fund the majority of its CIP through bond debt financing. This bond debt will be repaid from the proceeds of non-ad valorem special assessments levied by the District. These special assessments will serve as liens against properties within the boundary of the District that receive a special benefit from the CIP. This Supplemental Methodology is designed to conform to the requirements of Chapters 1 70, 190, and 1 97 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

2

0
1 .2	Background

The District includes approximately 85 gross acres of property within its boundaries. The District is generally located south of Archer Road, west of Interstate 75, north of Williston Road, bisected by 62nd Avenue within the City of Gainesville, Florida. At build-out, the District is expected to contain 255 single­ family lots and related infrastructure. The land use plan for the District is found in Table 1. 

Table 1. Summary of District Land Use Plan

RE Use
Single Family Units
Source: Developer

1 .3	CIP - Infrastructure Installation

PH 1 -C	PH 2	PH 3	TOTAL
40	93	122	255

The District will construct its public infrastructure and improvements on a phased basis, as outlined in the "Finley Woods Community Development District Supplemental Engineer's Report #1 ", dated December 2019 ("Engineer's Report"), as prepared by CHW ("District Engineer"). A description of the phases of the District, is found within the Engineer's Report. The District intends to issue the Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One) ("Series 2020 Bonds") to fund the infrastructure specially benefiting the properties within Phase 1 C and Phase 2 of the District. A legal description for the District's Phase 1 C and Phase 2, as provided by the District Engineer, is attached as Exhibit "A." The District infrastructure and improvements for Phase 1 C and Phase 2 are designed to serve Phase 1 C and Phase 2. The District infrastructure and improvements for future phase(s) are designed to serve and specially benefit the lands within future phase(s). The estimated costs for the District's Phase 1 C and Phase 2 CIP (the "Finley Woods Project - Phase 1 ") are presented in Table 2.

Table 2. Summary of CIP Cost Estimates For Phase 1C & 2

Infrastructure Comeonent (1}	Est. Costs. Phase 1 C	Est. Costs, Phase 2	Total Est. Costs	
Stormwater Management Facilities	$323,235	$937,000	$2,485,235	
Utilities (Water/Sewer)	$230,500	$562,500	$1 ,528,000	
Roadways	$547,000	$1 ,31 2,500	$3,574,500	
Landscaping	$1 50,000	$243,750	$71 2,250	
Entry Feature & Signage	$1 00,000	$131 ,750	$403,250	
Contingency	$202,61 0	$562,500	$1 ,500,1 10 	
Total	$1 ,553,345	$3,750,000	$10,203,345	
Source: CHW
) Any costs outlined in the Engineer's Report notfunded with bond proceeds will be funded via Developer's Agreement with the District.

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1 .4	Requirements of a Valid Assessment Methodology

In PFM Financial Advisors LLC, the Assessment Consultant's ("PFM FA" and/or "AC") experience, there are two primary requirements for special assessments to be valid under Florida law. First, the properties assessed must receive a special benefit from the improvements paid for via the assessments. Second, the assessments must be fairly and reasonably allocated to the properties being assessed. If these two characteristics of valid special assessments are adhered to, Florida law provides some latitude to legislative bodies, such as the District's Board of Supervisors, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is likely impossible. PFM FA's experience suggests that only if the District's Board was to act in an arbitrary, capricious, or grossly unfair fashion would its assessment methods be overturned.

1 .5	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, in our opinion, 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's boundaries to be developed. Without the District's CIP there would be no infrastructure to support development of land within the District. Without these improvements, development of property in the District would not be permitted.

The new infrastructure improvements included in the CIP create both: (1 ) special benefits to the developable property within the District and (2) general benefits to properties outside the District. However, as discussed below, these general benefits are incidental in nature and are readily distinguishable from the special benefits which accrue to the developable property within the District. The CIP described in the Engineer's Report enables the developable property within the District to be developed. Without the CIP, there would be no infrastructure to support development of the developable property within the District.

1 .6	Special Benefits Provided by CIP Components

The roadway improvements will provide ingress and egress to residents and landowners, access to District commercial properties, and connections to existing roadways in the area, as outlined in more detail in the Engineer's Report. The roadway costs also include on-street parking, bicycle lanes, and sidewalks planned for the District. Some of the special benefits provided to properties within the District by the roadway improvements are added accessibility to the property, added use of the property, added enjoyment of the property, and the probability of increased marketability and value of the property. Further, roadway improvements are required by state regulatory agencies and the Alachua County prior to or simultaneous with any development of property within the District.

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Stormwater Management System
The District's stormwater management system consists of water retention ponds, roadway inlets, collector pipes, manholes, and other improvements providing benefits to properties by effectively draining and dispersing stormwater runoff. Some of the special benefits provided to properties within the District by the stormwater management system are the added use of the property, increased sanitary conditions of the property, flood mitigation, protection of the environment, and the probability of increased marketability and value of the property. Further, stormwater management improvements are required by state regulatory agencies and the local municipalities prior to or simultaneous with any development of property within the District.

Utility System Improvements
The District's utility system includes a series of interconnected and looped water mains connecting to an extension of the major distribution system from an existing water treatment plant. This water distribution system delivers potable water and fire protection water to the properties within the District. The CIP also includes a water distribution system used to deliver reclaimed water to the properties for irrigation purposes.

The District will provide sanitary sewer facilities including lift stations, gravity collection systems, and sanitary force mains. Some of the special benefits provided to properties within the District by the water and sewer utility improvements are the added use of the property, added enjoyment of the property, increased sanitary conditions of the property, protection of the environment, and the probability of increased marketability and value of the property. Further, these utility improvements are required by state regulatory agencies and the local municipalities prior to any development of property within the District.

Landscaping and Irrigation Improvements
The landscaping and irrigation estimates include landscape, streetscape, hardscape, signage, monumentation, and common area improvement costs including the irrigation systems required to support such improvements. The electrical duct bank system & lighting improvements include a plastic pipe duct bank system that will allow for the undergrounding of utilities and will also serve to power streetlights needed to illuminate the roadways and pedestrian areas within the District. These improvements provide for the safety and added enjoyment of the property and the probability of increased marketability and value of the property. Further, many of these landscape and irrigation improvements are required by state regulatory agencies and the local municipalities prior to or simultaneous with any development of property within the District.

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CIP Plan of Finance

The District has advised it intends to finance a portion of the Finley Woods Project - Phase 1 as detailed in Table 2 by issuing its Series 2020 Bonds. An estimate of the Series 2020 Bonds required to fund the District's Finley Woods Project - Phase 1 is found in Table 3. The construction/acquisition funds raised by the District's bonds may fund only a portion of the District's Finley Woods Project - Phase 1. The balance of any remaining Finley Woods Project - Phase 1 costs will be funded by one or more District landowner(s) or by other means.

Table 3. Estimated District Bond Financing Details, Phase 1 C and Phase 2

Bond Fund
Construction/Acquisition Fund Debt Service Reserve Capitalized Interest
Costs of Issuance (Including Underwriter's Fee) Contingency
Maximum Bond Principal

Average Annual Interest Rate:
Term (Years):
Maximum Net Annual Debt Service: Maximum Net Annual Debt Service (2):
The values shown are estimated and subject to change.

Total Bonds (PH 1C & PH 2) Value (1)
$2,417,184
$1 80,350
$93,966
$233,500
iQ
$2,925,000

4.50%
30
$180,350
$191 ,862

Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non­ ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 6.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

Assessment Methodology

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 improvements are allocated to the benefiting properties based on the approximate relative benefit each unit receives.

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Allocation of Specific Assessments

The discussion offered below illustrates the process by which the District will allocate bond debt it incurs to fund its CIP. The District's Series 2020 Bonds will be used to fund all or a portion of the Finley Woods Project - Phase 1 detailed in Table 3. The District's bond debt will be secured primarily by special assessments allocated to properties in the District based on and proportional to the benefits that each property receives from the CIP.

As noted above, as long as two basic principles are adhered to, Florida law generally allows the District Board some latitude in determining the appropriate methodology to allocate the costs of its CIP to benefiting properties in the District. The two principles are: (1) the properties being assessed must receive a special benefit from the CIP and (2) the assessments allocated to each property must be fairly and reasonably apportioned among the benefiting properties.

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 ("EAU"), dwelling units, and acreage. EAU 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 EAU 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.

The assignment of EAU values to units of development planned for the District begins with consideration of the benefit received by a hypothetical single family residence from the District's CIP. This hypothetical single family residence will serve as the base unit for purposes of ERU allocation, and has been assigned an ERU value of 1 .0 per residence. In assigning ERU values to the uses anticipated to be developed within the District, the FA considered several factors. First, the lot size of a Development Unit was taken into consideration. The size of a Development Unit affects the stormwater runoff generated by the Development Unit, the landscaping and lighting required to serve the Development Unit, and the length of roadways necessary to serve the Development Unit, among other impacts.

Second, the vehicle traffic generated by the Development Unit was taken into consideration. The AC is familiar with roadway trip generation statistics for property types such as those planned for the District and took those figures into consideration when assigning ERU values. Land uses with higher trip generation rates have a greater impact on roadway improvements, and thus receive a greater benefit from those improvements, and have thus been assigned higher ERU values.

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Third, the District considered the probable usage of water and sewer utilities by the various land uses. For example, a multi-family residence will probably have a greater impact on and receive a greater benefit from water and sewer utilities when compared to non-medical office space covering a similar area. Consistent with the Master Methodology, PFM FA, has applied the assessment methodology based on EAU values.

Contribution of District Infrastructure and/or Improvements

The costs of the District's CIP will 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"). Consistent with the Master Methodology, the Developer anticipates contributing a portion of the CIP to the District in order to establish target levels of debt to be assigned by product type in Phase 2 of the District in the form of contributing funds and or properties/products. Table 4 summarizes the Phase 2 Contribution.

Table 4. Phase 2 Contribution Summary

Categorl£	Lots	Master Lien	Series 2020 Debt eer Unit	DeveloE!er Contribution Per Lot	Oeveloeer Contribution	
Village	10 	$53,065	$1 2,969	$40,096	$400,962	
Club	25	$53,065	$20,997	$32,068	$801 ,692	
Estate	44	$53,065	$24,807	$28,258	$1 ,243,355	
Manor	14 	$53,065	$28,625	$24.440	$342,165	
Total	93				$2,788,174	
Source: PFM Financial Advisors LLC

Assignment of Specific Assessments

Assessments securing the Series 2020 Bonds will initially be allocated on an equal per acre basis on Phase 1 C and Phase 2 of the District planned to include 1 33 residential units. As such acreage is developed and platted, the Assessments will then be allocated to those parcels that are platted.

Assessments securing the Series 2020 Bonds will be allocated to Phase 1 C properties based on the recorded plat with Alachua County for forty (40) residential lots. The Phase 2 plat has yet to be recorded with Alachua County. As such, the aggregate principal associated with the Phase 2 lots will be allocated on an equal per acre basis on Phase 2 lands. The assessments for Phase 2 will then be allocated among the lots within that 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.

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Table 5 and 6 show the application of the unit allocation method to the specially benefitting property within the District on a platted basis. Table 5 contains the allocation of the District's GIP costs, as financed, to the Development Units planned within Phase 1 C and Phase 2 of the District. Table 6 shows the annual bond debt service assessments associated with the bond par allocations found in Table 5. Table 6 becomes important as the land within a phase is platted, as specific bond debt service assessments will be assigned to the individual Development Units within the relevant phases at that time.

Table 5. Allocation of the Costs of the District's CIP, as Financed

Description	
Units	Total Bonds Principal Assmt. per EAU	Total Bonds Principal Assmt. per Unit	
Single Family Lots (Phase 1 C)	40	$778,129	$1 9,453	
Single Family Lots (Phase 2) - Village	10 	$129,688	$12,969	
Single Family Lots (Phase 2) - Club	25	$524,933	$20,997	
Single Family Lots (Phase 2) - Estate	44	$1 ,091 ,505	$24,807	
Single Family Lots (Phase 2) - Manor	14 	$400,745	$28,625	
Total, all Phases	1 33	$2,925,000		
Source: PFM Financial Advisors LLC

Table 6. Summary of Annual Assessments

Description	Planned Lots/ERUs	Annual AssmtJ
Category	Net Annual Assmt./ Unit	Annual Assmt./ Category (1}	Annual Assmt./
Unit (11	
Single Family Lots (Phase 1 C)	40	$48,000	$1 ,200	$51 ,064	$1 ,277	
Single Family Lots (Phase 2) - Village	10 	$8,000	$800	$8,51 1	$851	
Single Family Lots (Phase 2) - Club	25	$32,381	$1 ,295	$34,448	$1,378	
Single Family Lots (Phase 2) - Estate		$67,331	$1 ,530	$71 ,629	$1 ,628	
Single Family Lots (Phase 2) - Manor	14 	$24,721	$1 ,766	$26,298	$1 ,878	
Total all Phases	133	$1 80,433		$191 ,950		

Bonds Max Net	Bonds Max	Bonds Max Gross	Bonds Max Gross

Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 6.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.
Source: PFM Financial Advisors LLC

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In addition, a lien for the bond debt necessary to finance the District's Finley Woods Project - Phase 1 will be placed on all property within the District's development phase at the time of the District's bond issuance. This lien will be satisfied at some point in the future at the District's discretion by either the assignment of bond debt service assessments accompanying a future bond issuance providing funding for the Finley Woods Project - Phase 1 or a Contribution by the property owner in lieu of assessments. Should the District not issue bonds to fully fund the costs of its Finley Woods Project - Phase 1, the District can enforce a completion agreement with the Developer, executed prior to the issuance of any bond debt, which requires the Developer to fund the balance of the Finley Woods Project - Phase 1 and contribute the improvements to the District.

If the District's Finley Woods Project - Phase 1 is revised at some point in the future such that less than the total Finley Woods Project - Phase 1 costs in Table 2 are required, the District will reallocate any preexisting bond debt service assessments providing security for the Finley Woods Project - Phase 1 to all developable and assessable properties within Phase 1 C and Phase 2 of the District pursuant to the assessment allocation principals outlined in this Supplemental Methodology.

If all properties within Phase 1 C and Phase 2 of the District have been assigned bond debt service assessments such that the full par value of the District's bonds are secured, and additional development occurs within Phase 1 C and Phase 2 of the District such that density is increased above the land uses shown in Table 1 ("New Development"), bond debt service assessments will be assigned to that New Development and all properties within Phase 1 C and Phase 2 of the District will receive a proportionate reduction in their bond debt service assessment. In the event that a unit owner has prepaid its debt assessment, the respective unit will not be included in the reassignment analysis.

True-Up Mechanism

Although the District does not process plats, it does have an important role to play during the course of development. Whenever a parcel's land use and development density and intensity is determined with sufficient certainty, the District must allocate a portion of its debt to the parcel according to the procedures outlined in Section 3.2 above. In addition, the District must also prevent any buildup of debt on land that has not yet been developed. Otherwise, the land could be fully subdivided without all of the debt being allocated. To preclude this, a test is conducted when development thresholds are reached within the District. As long as the development at these thresholds does not cause the debt on the remaining land to increase above a debt "Ceiling Level" illustrated in Table 7, then no further action in necessary. However, if the debt on the remaining land does increase, a debt reduction payment will be necessary.

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The ceiling level of debt is established at the time each series of bonds is issued. For example, the District intends to issue $2,925,000 in Series 2020 Bonds to fund the Finley Woods Project - Phase 1. According to the Engineer's Report, there are approximately 85.1 gross acres of land within the District; with 19.15 acres in Phase 1 C and 28.55 acres in Phase 2. Acres in each Phase will be assigned its share of the $2,925,000 in remaining unassigned Series 2020 Bonds debt assessments with Phase 1C share of Series 2020 Bonds of $778,129 and the Phase 2 share of Series 2020 Bonds of $2, 1 46,871 . Therefore, and assuming for purposes of this illustration that $2,925,000 in anticipated bond debt is issued by the District to fund its Phase 1 C and Phase 2 GIP, the ceiling level of debt for developable and assessable properties within Phase 1 C is $40,633 per acre ($778, 1 29 / 19.15) and the ceiling level of debt for developable and assessable properties within Phase 2 is $75, 1 97 per acre ($2, 146,871 / 28.55). This ceiling level is based upon the best information available at the time of this report, is subject to change, and will only be finalized at the time of the District's first bond issuance.

A test will be conducted when 25%, 50%, 75%, 90%, and 1 00% of the acreage within the District has been developed. The ceiling amount of debt is determined at the time any District bond issuance is closed. The ceiling amount is the ratio of the amount of debt outstanding divided by the number of acres of land for which no debt allocation has occurred as per this methodology. Table 7 below illustrates when the true-up test will be applied to determine if debt reduction payments are required.

4.8

Table 7. True- Up Thresholds, Phase 1C and Phase 2

Phase 1C 	25%	50%	75%	90%	1 00%	
Platted Developable Acres		9.6	14.4	17,2	19.2	
Unplatted Developable Acres	14.4	9.6		1.9	0.0	
Debt Ceiling per Acre	$40,633	$40,633	$40,633	$40,633	$40,633	
Phase 2	25%	50%	75%	90%	100%	
Platted Developable Acres	7.1	14.3	21 .4	25.7	28.6	
Unplatted Developable Acres	21 .4	1 4.3	7.1	2.9	0.0	
Debt Ceiling per Acre	$75, 1 97	$75,1 97	$75,197	$75,1 97	$75,1 97	
Source: PFM Financial Advisors LLC

In the event that additional land not currently subject to the assessments required to repay the debt associated with the CIP is developed in such a manner as to receive special benefit from the CIP, it is contemplated that this Supplemental Methodology will be re-applied to include such new parcels. The additional land, as a result of applying this Supplemental Methodology, will be allocated an appropriate share of the special assessments, with all previously-assessed parcels receiving a relative adjustment in their assessment levels.

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Assessment Roll
Table 8 outlines the bond principal and annual assessment levels for the lots within the District's Phase 1 C and Phase 2. A description of the lots within the District, which will be assessed to secure the repayment of the District's Series 2020 Bonds, is found in Exhibit "A" and Table 8. The assessments shall be paid in not more than thirty (30) annual installments.
Table 8. Phase 1 C and Phase 2 Assessment Roll*

Lot No.	Category	Phase	Bond Princi(!al Assessment	Net Bond Annual Assessment	Bond Gross Annual Assessment (1}
56	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
Single Family	1C	$19,453	$1 ,200	$1 ,277
58	Single Family	1C	$19,453	$1 ,200	$1 ,277
Single Family	1C	$1 9,453	$1 ,200	$1 ,277
60	Single Family	1C	$19,453	$1 ,200	$1 ,277
61	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
62	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
63	Single Family	1C	$19,453	$1 ,200	$1 ,277
64	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
Single Family	1C	$1 9,453	$1 ,200	$1 ,277
66	Single Family	1C	$19,453	$1 ,200	$1 ,277
67	Single Family	1C	$19,453	$1 ,200	$1 ,277
68	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
Single Family	1C	$19,453	$1 ,200	$1 ,277
Single Family	1C	$1 9,453	$1 ,200	$1 ,277
71	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
72	Single Family	1C	$19,453	$1 ,200	$1 ,277
73	Single Family	1C	$19,453	$1 ,200	$1 ,277

74

Single Family	1C	$1 9,453	$1 ,200	$1 ,277
Single Family	1C	$19,453	$1 ,200	$1 ,277
76	Single Family	1C	$19,453	$1 ,200	$1 ,277

77

Single Family	1C	$1 9,453	$1 ,200	$1 ,277
78	Single Family	1C	$19,453	$1 ,200	$1 ,277
Single Family	1C	$19,453	$1 ,200	$1 ,277
80	Single Family	1C	$19,453	$1 ,200	$1 ,277
81	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
82	Single Family	1C	$19,453	$1 ,200	$1 ,277
Single Family	1C	$19,453	$1 ,200	$1 ,277
84	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
85	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
86	Single Family	1C	$19,453	$1 ,200	$1 ,277
87	Single Family	1C	$19,453	$1 ,200	$1 ,277
88	Single Family	1C	$1 9,453	$1 ,200	$1 ,277
89	Single Family	1C	$19,453	$1 ,200	$1 ,277
90	Single Family	1C	$19,453	$1 ,200	$1 ,277

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95

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Lot No.	Categorx	Phase	Bond Princi12al Assessment	Net Bond Annual Assessment	Bond Gross Annual Assessment {1l	
91	Single Family	1C 	$1 9,453	$1 ,200	$1 ,277	
92	Single Family	1C 	$19,453	$1 ,200	$1 ,277	
	Single Family	1C 	$1 9,453	$1 ,200	$1 ,277	
94	Single Family	1C 	$19,453	$1 ,200	$1 ,277	
	Single Family	1C 	$1 9,453	$1 ,200	$1 ,277	
96	Estate	2	$24,807	$1 ,530	$1 ,628	
97	Estate	2	$24,807	$1 ,530	$1 ,628	
98	Estate	2	$24,807	$1 ,530	$1 ,628	
99	Club	2	$20,997	$1 ,295	$1 ,378	
100	Estate	2	$24,807	$1,530	$1 ,628	
101	Estate	2	$24,807	$1 ,530	$1 ,628	
1 02	Estate	2	$24,807	$1 ,530	$1 ,628	
1 03	Estate	2	$24,807	$1,530	$1 ,628	
1 04	Estate	2	$24,807	_$1 ,530	$1 ,628	
1 05	Estate	2	$24,807	$1 ,530	$1 ,628	
106	Manor	2	$28,625	$1 ,766	$1,878	
107	Manor	2	$28,625	$1 ,766	$1 ,878	
1 08	Manor	2	$28,625	$1 ,766	$1 ,878	
109	Estate	2	$24,807	$1 ,530	$1 ,628	
11 0	Estate	2	$24,807	$1 ,530	$1 ,628	
111 	Estate	2	$24,807	$1 ,530	$1 ,628	
112	Estate	2	$24,807	$1 ,530	$1 ,628	
113 	Estate	2	$24,807	$1 ,530	$1 ,628	
114	Estate	2	$24,807	$1 ,530	$1 ,628	
115 	Estate	2	$24,807	$1 ,530	$1 ,628	
116	Estate	2	$24,807	$1,530	$1 ,628	
117 	Estate	2	$24,807	$1 ,530	$1 ,628	
118 	Estate	2	$24,807	$1 ,530	$1 ,628	
119	Manor	2	$28,625	$1 ,766	$1 ,878	
120	Manor	2	$28,625	$1 ,766	$1,878	
121	Manor	2	$28,625	$1 ,766	$1 ,878	
1 22	Estate	2	$24,807	$1 ,530	$1 ,628	
123	Estate	2	$24,807	$1 ,530	$1 ,628	
1 24	Manor	2	$28,625	$1 ,766	$1 ,878	
1 25	Club	2	$20,997	$1 ,295	$1 ,378	
1 26	Village	2	$12,969	$800	$851	
1 27	Village	2	$12,969	$800	$851	
128	Village	2	$1 2,969	$800	$851	
1 29	Village	2	$12,969	$800	$851	
1 30	Village	2	$12,969	$800	$851	
131	Club	2	$20,997	$1 ,295	$1 ,378	
132	Club	2	$20,997	$1 ,295	$1 ,378	
133	Village	2	$12,969	$800	$851	
134	Village	2	$12,969	$800	$851	
135	Village	2	$12,969	$800	$851	
136	Village	2	$12,969	$800	$851	
13

$1 ,378
$1 ,378
$1 ,378

$1 ,295
$1 ,295

$1 ,295

$1 ,378

0

Lot No.	Categor�	Phase	Bond Princiaal Assessment	Net Bond Annual Assessment	Bond Gross Annual Assessment {1}		
1 37	Village	2	$12,969	$800	$851		
1 38	Club	2	$20,997	$1 ,295	$1 ,378		
139	Manor	2	$28,625	$1 ,766	$1 ,878		
1 40	Manor	2	$28,625	$1, 766	$1,878		
141	Manor	2	$28,625	$1 ,766	$1 ,878		
1 42	Manor	2	$28,625	$1 ,766	$1 ,878		
1 43	Manor	2	$28,625	$1 ,766	$1,878		
144	Manor	2	$28,625	$1 ,766	$1 ,878		
	Club	2	$20,997	$1 ,295			
146	Club	2	$20,997				
147	Club	2	$20,997				
1 48	Club	2	$20,997	$1 ,295	$1 ,378		
149	Club	2	$20,997				
150	Club	2	$20,997	$1 ,295			
151	Club	2	$20,997				
1 52	Club	2	$20,997				
153	Estate	2	$24,807		$1 ,628		
154	Estate	2	$24,807		$1 ,628		
1 55	Estate	2	$24,807		$1 ,628		
156	Estate	2	$24,807		$1 ,628		
157	Estate	2	$24,807		$1 ,628		
158	Estate	2	$24,807		$1 ,628		
159	Estate	2	$24,807		$1 ,628		
160	Estate	2	$24,807		$1 ,628		
161	Estate	2	$24,807		$1 ,628		
162	Estate	2	$24,807		$1 ,628		
163	Estate	2	$24,807		$1 ,628		
164	Estate	2	$24,807		$1 ,628		
165	Estate	2	$24,807		$1 ,628		
166	Manor	2	$28,625	$1, 766	$1 ,878		
1 67	Club	2	$20,997	$1 ,295			
168	Club	2	$20,997		$1,378		
1 69	Club	2	$20,997	$1 ,295			
1 70	Club	2	$20,997		$1 ,378		
171	Club	2	$20,997				
172	Club	2	$20,997				
1 73	Club	2	$20,997				
1 74	Club	2	$20,997				
175	Club	2	$20,997				
1 76	Club	2	$20,997				
177	Club	2	$20,997				
1 78	Club	2	$20,997				
	Estate	2	$24,807	$1 ,530	$1 ,628		
1 80	Estate	2	$24,807		$1 ,628		
181	Estate	2	$24,807		$1 ,628		
1 82	Estate	2	$24,807		$1 ,628		
						
14	

Lot No.	Catego�	Phase	Bond Princii;ial Assessment	Net Bond Annual Assessment	Bond Gross Annual Assessment {1}	
183	Estate	2		$1,530	$1 ,628	
184	Estate	2		$1 ,530	$1 ,628	
185	Estate	2			$1 ,628	
1 86	Estate	2			$1 ,628	
187	Estate	2	$24,807	$1 ,530	$1 ,628	
188	Estate	2			$1 ,628	
TOTAL		133	$2,925,000	$180,433	$191 ,950	
'Based on plats provided by the District Engineer
Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 1 97 of the Florida Statutes. Gross assessments include a 6.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

15

EXHIBIT "A"
DISTRICT'S PLAT FOR PHASE 1C AND PRELIMINARY PLAT FOR PHASE 2

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Finley Woods
Community Development District

Resolution 2020-07 Levying Special Assessments

RESOLUTION NO. 2020-07
A RESOLUTION DELEGATING TO THE CHAIRMAN OF THE BOARD OF SUPERVISORS OF FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT (THE "DISTRICT") THE AUTHORITY TO APPROVE THE SALE, ISSUANCE AND TERMS OF SALE OF FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020 (ASSESSMENT AREA ONE), AS A SINGLE SERIES OF BONDS UNDER THE MASTER TRUST INDENTURE (THE "SERIES 2020 BONDS") IN ORDER TO FINANCE THE SERIES 2020 PROJECT; ESTABLISHING THE PARAMETERS FOR THE PRINCIPAL AMOUNTS, INTEREST RATES, MATURITY DATES, REDEMPTION PROVISIONS AND OTHER  DETAILS THEREOF; APPROVING THE FORM OF AND AUTHORIZING THE CHAIRMAN TO ACCEPT THE BOND  PURCHASE  AGREEMENT  FOR  SAID SERIES 2020 BONDS; APPROVING THE FORMS OF THE MASTER TRUST INDENTURE AND FIRST SUPPLEMENTAL TRUST INDENTURE AND AUTHORIZING THE EXE CUTION AND DELIVERY THEREOF BY CERTAIN  OFFICIALS AND OFFICERS OF THE DISTRICT; APPOINTING A TRUSTEE, PAYING AGENT AND BOND REGISTRAR FOR SAID SERIES 2020 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE USE OF THE PRELIMINARY LIMITED OFFERING MEMORANDUM AND LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2020 BONDS; APPROVING THE FORM OF THE  CONTINUING DISCLOSURE AGREEMENT RELATING TO SAID SERIES 2020 BONDS; AUTHORIZING THE VICE CHAIRMAN AND ASSISTANT SECRETARIES TO ACT IN THE STEAD OF THE CHAIRMAN OR THE SECRETARY, AS THE CASE MAY BE; AUTHORIZING CERTAIN OFFICIALS OF THE DISTRICT TO TAKE ALL ACTIONS REQUIRED AND TO EXE CUTE AND DELIVER ALL DOCUMENTS, INSTRUMENTS AND CERTIFICATES NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID SERIES 2020 BONDS; AUTHORIZING CERTAIN OFFICIALS OF THE DISTRICT TO TAKE ALL ACTIONS AND ENTER INTO ALL AGREEMENTS REQUIRED IN CONNECTION WITH THE ACQUISITION AND CONSTRUCTION OF THE SERIES 2020 PROJECT; SPECIFYING THE APPLICATION OF THE PROCEEDS OF SAID SERIES 2020 BONDS; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT TO SAID SERIES 2020 BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Board of Supervisors of Finley Woods Community Development District (the "Board" and the "District" respectively) has determined to proceed at this time with the sale and issuance of Finley Woods Community Development District Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One) (the "Series 2020 Bonds") to be issued under and pursuant to a Master Trust Indenture,

dated as of the first day of the first month and year in which Bonds are issued thereunder (the "Master Indenture"), from the District to U.S. Bank National Association, Fort Lauderdale, Florida, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Indenture to be dated as of the first day of the first month and year in which the Series 2020 Bonds are issued thereunder (the "Supplemental Indenture" and together with the Master Indenture, the "Indenture") from the District to the Trustee, in order to finance the Costs of the Series 2020 Project;
WHEREAS, the Board has determined that given the nature ofthe market, the necessity for moving rapidly and the nature ofthe security for the Series 2020 Bonds, it is necessary and desirable for the Series 2020 Bonds to be sold by negotiated sale rather than competitive bid;
WHEREAS, the Board has received a proposal from MBS Capital Markets, LLC (the " Underwriter") for the purchase of the Series 2020 Bonds within parameters to be established by the Board and the Board has determined that authorization of the Chairman or other designated person to enter into a Bond Purchase Agreement (the "Purchase Agreement") in substantially the form attached hereto as Exhibit A for the sale of the Series 2020 Bonds to the Underwriter within the Parameters (hereinafter defined) herein set forth is in the best interests of the District for the reasons hereafter indicated; and
WHEREAS, in conjunction with the sale and issuance ofthe Series 2020 Bonds, it is necessary to approve the forms of the Master Indenture and Supplemental Indenture, to establish the parameters for the delegated award of the Series 2020 Bonds as set forth in Schedule I attached hereto (the "Parameters"), to authorize the Chairman to approve the use of the Preliminary Limited Offering Memorandum relating to the Series 2020 Bonds and the form of the final Limited Offering Memorandum, to approve the form of the Series 2020 Bonds and to provide for various other matters with respect to the Series 2020 Bonds and the undertaking of the Series 2020 Project;
NOW, THEREFORE, BE IT RESOLVED that:
Definitions. All words and phrases used herein in capitalized form, unless otherwise defined herein, shall have the meaning ascribed to them in the Indenture.

Award. The Purchase Agreement in the form attached hereto as Exhibit A is hereby approved in substantial form and the sale of the Series 2020 Bonds to the Underwriter upon the terms and conditions therein set forth, but within the Parameters, is hereby approved. The Chairman is hereby authorized and directed to execute and deliver the Purchase Agreement on behalf of the District, with such changes, additions, deletions and insertions as shall be approved by the Chairman, which approval shall be conclusively evidenced by the execution and delivery thereof.

2

The Purchase Agreement, when executed and delivered by the District and the Underwriter, shall be the legal, valid and binding obligation ofthe District, enforceable in accordance with its terms.
Negotiated Sale. The Board hereby determines that a negotiated sale of the Series 2020 Bonds to the Underwriter is in the best interests of the District because the market for instruments such as the Series 2020 Bonds is limited, because ofprevailing market conditions and because the delays caused by soliciting competitive bids could adversely affect the District's ability to issue and deliver the Series 2020 Bonds.
Approval of Forms of Master Indenture and Supplemental Indenture; Appointment of Trustee, Paying Agent and Bond Registrar. Attached hereto as Exhibit B are the forms ofthe Master Indenture and Supplemental
Indenture, which are each hereby authorized and approved, subject to such changes, additions, deletions and insertions as shall be approved by the Chairman, which approval shall be conclusively evidenced by the execution thereof. The Chairman is hereby authorized to execute and the Secretary is authorized to attest the Master Indenture and Supplemental Indenture and the Chairman is hereby authorized to deliver to the Trustee the Master Indenture and Supplemental Indenture which, when executed and delivered by the Trustee, shall each constitute the legal, valid and binding obligation of the District,  enforceable in accordance with its respective terms.
U.S. Bank National Association is hereby appointed as Trustee, Paying Agent and Bond Registrar under the Indenture.
Description of Series 2020 Bonds. The Series 2020 Bonds shall be dated as oftheir date of delivery and may be issued in one or more Series having such details as shall be set forth in the Purchase Agreement and as reflected in the Supplemental Indenture, but within the Parameters. The Series 2020 Bonds may be signed by the manual or facsimile signature of the Chairman and attested by the
manual or facsimile signature of the Secretary. The Series 2020 Bonds shall, subject to the Parameters, be subject to redemption on the terms, at the times and prices and in the manner provided in the Purchase Agreement and in the form of Series 2020 Bonds attached to the Supplemental Indenture, which form is hereby approved, subject to such changes, additions, deletions and insertions as shall be approved by the Chairman, which approval shall be conclusively evidenced by the execution thereof. The Chairman is hereby authorized to execute and the Secretary is authorized to attest and seal the Series 2020 Bonds and the Chairman is hereby authorized to deliver to the Trustee for authentication and delivery to the Underwriter upon payment by the Underwriter of the purchase price therefor, the Series 2020 Bonds which, when executed and delivered by the Trustee, shall be the legal, valid and binding obligations of the District, enforceable in accordance with their terms.
Preliminary Limited Offering Memorandum and Limited Offering Memorandum; Continuing Disclosure Agreement. The Chairman is hereby

3

authorized to approve the form and content of the Preliminary Limited Offering Memorandum, which is attached hereto as Exhibit C (the "Preliminary Limited Offering Memorandum") with such changes, additions, deletions and insertions as shall be approved by the Chairman prior to its distribution and the final form of which is to be dated the date of execution and delivery of the Purchase Agreement (the "Limited Offering Memorandum") relating to the Series 2020 Bonds. The Chairman is hereby authorized to execute on behalf of the District such Limited Offering Memorandum with such changes, additions, deletions and insertions thereto as the Chairman m ay approve (such approval to be conclusively evidenced by the execution of said Limited Offering  Memorandum, if  required),  and  to  deliver  such   Limited   Offering Mem orandum to the Underwriter in sufficient quantities for use by the Underwriter in marketing the Series 2020 Bonds. The Chairman is hereby authorized to deem "final" the Preliminary Limited Offering Memorandum, as of its date, for the purposes and within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (except for information concerning the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per m aturity, delivery dates, ratings or other terms dependent upon such m atters, and except for such technical and conforming changes which shall be approved by the Chairman which approval shall be evidenced by the execution thereof).

The Continuing Disclosure Agreement relating to the Series 2020 Bonds in the form attached hereto as Exhibit D is hereby approved, subject to such changes, additions, deletions and insertions as shall be approved by the Chairman, which approval shall be conclusively evidenced by the execution thereof. The Chairman is hereby authorized to execute and the Secretary is authorized to attest the Continuing Disclosure Agreement which, when executed and delivered by the District, shall be the legal, valid and binding obligation of the District, enforceable in accordance with its terms.

Open Meetings. It is hereby found and determined that all official acts of this Board concerning and relating to the issuance, sale, and delivery of the Series 2020 Bonds, including but not limited to adoption ofthis Resolution, were taken in open meetings of the members of the Board and all deliberations of the members of the Board that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including, but not limited to, the requirements of Section 286.0 1 1, Florida Statutes.

Other Actions. The Chairman, the Secretary, and all other members, officers and emp loyees of the Board and the District are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the Series 2020 Bonds and the consummation of all transactions in connection therewith, including the execution of all certificates, documents, papers, and agreements necessary to the undertaking and fulfillment ofall transactions referred to in or contemplated by the Limited Offering Memorandum, the Indenture, this

4

Resolution, the Continuing Disclosure Agreement and the Purchase Agreement, in all cases within the Parameters.

The Vice Chairman is hereby authorized to act in the stead of the Chairman in any undertaking authorized or required ofthe Chairman hereunder and any Assistant Secretary is hereby authorized to act in the stead of the Secretary in any undertaking authorized or required of the Secretary hereunder.

Deposits to Funds and Accounts. The Trustee is hereby authorized and directed to apply the proceeds ofthe Series 2020 Bonds in the amounts and in the manner set forth in Section 402 of the Supplemental Indenture.

Undertaking of the Series 2020 Project; Execution and Delivery of Other Instruments. The Board hereby authorizes the undertaking of the Series 2020 Project (as defined in the Suppleme ntal Indenture) and authorizes and directs the District staff and Consulting Engineer to proceed with due diligence to the completion thereof in accordance with the Indenture and as described in the Limited Offering Memorandum . The Board hereby authorizes the Chairman and the Secretary to execute and deliver, receive or enter into such agreements, contracts, documents, instruments, certificates and proceedings incident thereto or necessary in order to effect the undertaking ofthe Series 2020 Project and the issuance, sale and delivery of the Series 2020 Bonds, including but not limited to the execution and delivery of the DTC Letter of Representation.

Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the rem ainder 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

Effective Date. This Resolution shall take effect immediately upon its adoption.

[Remainder of Page Intentionally Left Blank)

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PASSED in Public Session of the Board of Supervisors of Finley Woods Community Development District, this 16th day of January, 2020.

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
Attest:

Secretary/Assistant Secretary

Chairman/Vice Chairman, Board of Supervisors

6

SCHEDULE I PARAMETERS

Maximum Principal Amount: Maximum Coupon Rate: Underwriting Discount:
Not to Exceed Maturity Date: Redemption Provisions:

Not to Exceed $5,000,000 Maximum Statutory Rate Maximum 2.0%
May 1, 2050

The Series 2020 Bonds shall be subject to redemption as set forth in the form  of Series 2020 Bond attached to the form of Supplemental Indenture attached hereto and shall be subject to optional redemption no later than May 1, 2030 at par.

Finley Woods Community Development District

Master Trust Indenture

MASTER TRUST INDENTURE

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

TO
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of February 1, 2020

TABLE  OF CONTENTS
ARTICLE I DEFINITIONS
SECTION 101.   MEANING OF WORDS AND TERMS	3
SECTION  102.   RULES OF CONSTRUCTION	17 
ARTICLE II 
FORM, EXECUTION, DELIVERY AND DESIGNATION OF BONDS
SECTION 201.   ISSUANCE OF BONDS	18
SECTION 202.   DETAILS OF BONDS	18
SECTION 203.   EXECUTION AND FORM OF BONDS	19 
SECTION 204.   NEGOTIABILITY, REGISTRATION AND TRANSFER OF BONDS	19
SECTION 205.   OWNERSHIP OF BONDS	20
SECTION 206.  SPECIAL OBLIGATIONS	20
SECTION 207.  AUTHORIZATION OF BONDS	20
SECTION 208.   MUTILATED, DESTROYED OR LOST BONDS	22
SECTION 209.   PARITY OBLIGATIONS UNDER CREDIT AGREEMENTS	22
SECTION 210.  BOND ANTICIPATION NOTES	23
SECTION 211.  TAX STATUS OF BONDS	23
ARTICLE III REDEMPTION OF BONDS
SECTION 301.  REDEMPTION GENERALLY	23
SECTION 302.   NOTICE OF REDEMPTION; PROCEDURE FOR SELECTION	25
SECTION 303.  EFFECT OF CALLING FOR REDEMPTION	26
SECTION 304.  CANCELLATION	26
ARTICLE IV
ACQUISITION AND CONSTRUCTION FUND
SECTION 40 1.  ACQUISITION AND CONSTRUCTION FUND	26
SECTION 402.  PAYMENTS FROM ACQUISITION AND CONSTRUCTION FUND	26
SECTION 403.  COST OF A SERIES PROJECT	26
SECTION 404. DISPOSITION OF BALANCES IN ACQUISITION AND CONSTRUCTION
FUND	28
ARTICLE V
ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
SECTION 50 1.  LIEN	29
SECTION 502.  ESTABLISHMENT OF FUNDS	29
SECTION 503.  ACQUISITION AND CONSTRUCTION FUND	30
SECTION 504.  REVENUE FUND	32
SECTION 505.   DEBT SERVICE FUND	32 
SECTION 506.  OPTIONAL REDEMPTION	34
SECTION 507.  REBATE FUND	37

SECTION 508.    INVESTMENT OF FUNDS AND ACCOUNTS	37
SECTION 509.    DEFICIENCIES AND SURPLUSES IN FUNDS AND ACCOUNTS	39
SECTION 510.   INVESTMENT INCOME	39
SECTION 511.   CANCELLATION OF BONDS	40
ARTICLE VI
CONCERNING THE TRUSTEE
SECTION 601.  ACCEPTANCE OF TRUST	40
SECTION 602.  NO RESPONSIBILITY FOR RECITALS	40
SECTION  603 .  TRUSTEE  MAY  ACT  THROUGH AGENTS;  ANSWERABLE  ONLY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE	41 
SECTION 604.    COMPENSATION AND INDEMNITY	41 
SECTION 605.    NO DUTY TO RENEW INSURANCE	41 
SECTION 606.    NOTICE OF DEFAULT; RIGHT TO INVESTIGATE	41 
SECTION 607. OBLIGATION TO ACT ON DEFAULT	42
SECTION 608.  RELIANCE BY TRUSTEE	42
SECTION 609.  TRUSTEE MAY DEAL IN BONDS	42
SECTION 610.  CONSTRUCTION OF AMBIGUOUS PROVISION	42
SECTION 611 .   RESIGNATION OF TRUSTEE	43
SECTION 612.  REMOVAL OF TRUSTEE	43
SECTION 613. APPOINTMENT OF SUCCESSOR TRUSTEE	43
SECTION 614.  QUALIFICATION OF SUCCESSOR TRUSTEE	44
SECTION 615. INSTRUMENTS OF SUCCESSION	44
SECTION 616.  MERGER OF TRUSTEE	44
SECTION 61 7.   RESIGNATION OF PAYING AGENT OR BOND REGISTRAR	45
SECTION 618.   REMOVAL OF PAYING AGENT  OR BOND REGISTRAR	45
SECTION 619. APPOINTMENT OF SUCCESSOR PAYING AGENT OR BOND REGISTRAR	45
SECTION 620. QUALIFICATIONS OF SUCCESSOR PAYING AGENT OR BOND
REGISTRAR	46
SECTION 62 1. ACCEPTANCE OF DUTIES BY SUCCESSOR PAYING AGENT OR BOND REGISTRAR	46
SECTION 622. SUCCESSOR BY MERGER OR CONSOLIDATION	46
SECTION 623 .   BROKERAGE STATEMENTS	46
SECTION 624.    PATRIOT ACT REQUIREMENTS OF THE TRUSTEE	47
ARTICLE VII
FUNDS CONSTITUTE TRUST FUNDS
SECTION 70 1.  TRUST FUNDS	47
ARTICLE VIII
COVENANTS AND AGREEMENTS OF THE DISTRICT
SECTION 801.  PAYMENT OF BONDS	48
SECTION 802 .    EXTENSION OF PAYMENT OF BONDS	48
SECTION 803 .  FURTHER ASSURANCE	48
SECTION 804. POWER TO ISSUE BONDS AND CREATE A LIEN	48
11

SECTION 805. POWER TO UNDERTAKE SERIES PROJECTS AND TO COLLECT
PLEDGED REVENUES	48
SECTION 806.   SALE OF SERIES PROJECTS	49
SECTION 807.  COMPLETION AND MAINTENANCE OF SERIES PROJECTS	49
SECTION 808.  ACCOUNTS AND REPORTS	50
SECTION 809.    ARBITRAGE AND OTHER TAX COVENANTS	51 
SECTION 810.   ENFORCEMENT OF PAYMENT OF ASSESSMENT	51 
SECTION 811. METHOD OF COLLECTION OF ASSESSMENTS AND BENEFIT SPECIAL ASSESSMENTS	51 
SECTION 812.   DELINQUENT ASSESSMENTS	51 
SECTION 813.   DEPOSIT OF PROCEEDS FROM SALE OF TAX CERTIFICATES	52
SECTION 814.  SALE  OF TAX DEED  OR FORECLOSURE OF ASSESSMENT OR BENEFIT SPECIAL ASSESSMENT LIEN	52
SECTION 815. OTHER OBLIGATIONS PAYABLE FROM ASSESSMENTS OR BENEFIT
SPECIAL ASSESSMENTS	53 
SECTION 816.  RE-ASSESSMENTS	53
SECTION 817.  GENERAL	53 
SECTION 818.   CONTINUING DISCLOSURE	54 
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 901.   EXTENSION OF INTEREST PAYMENT	54
SECTION 902 .   EVENTS OF DEFAULT	54
SECTION 903. ACCELERATION OF MATURITIES OF BONDS OF A SERIES UNDER
CERTAIN CIRCUMSTANCES	56
SECTION 904. E NFORCEMENT OF REMEDIES	56
SECTION 905.  PRO RATA APPLICATION OF FUNDS AMONG  OWNERS OF A  SERIES  OF BONDS	58 
SECTION 906. EFFECT OF DISCONTINUANCE OF PROCEEDINGS	60
SECTION 907. RESTRICTION ON INDIVIDUAL OWNER ACTIONS	60
SECTION 908.   No REMEDY EXCLUSIVE	60
SECTION 909.   DELAY NOT A WAIVER	60
SECTION 910. RIGHT TO ENFORCE PAYMENT OF BONDS	60
SECTION 911 . No CROSS DEFAULT AMONG SERIES	60
SECTION 912. INDEMNIFICATION	61
SECTION 913. PROVISIONS RELATING TO BANKRUPTCY OR INSOLVENCY OF
LANDOWNER	61 
ARTICLE X
EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS
SECTION 1001. EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF
OWNERSHIP OF BONDS	63
SECTION 1002. DEPOSIT OF BONDS	64
111

ARTICLE XI SUPPLEMENTAL INDENTURES
SECTION  1101. SUPPLEMENTAL INDENTURES WITHOUT OWNER CONSENT	64
SECTION  1 102 . SUPPLEMENTAL  INDENTURES WITH OWNER CONSENT	65
SECTION 1103. OPINION OF BOND COUNSEL WITH RESPECT TO SUPPLEMENTAL INDENTURE	66
SECTION  1 104. SUPPLEMENTAL INDENTURE  PART OF INDENTURE	67
SECTION 1 105. INSURER OR ISSUER OF A CREDIT FACILITY OR LIQUIDITY FACILITY
AS OWNER OF BONDS	67
ARTICLE XII DEFEASANCE
SECTION 1201. DEFEASANCE AND DISCHARGE OF THE LIEN OF THIS MASTER
INDENTURE  AND SUPPLEMENTAL INDENTURES	68
SECTION 1202. MONEYS HELD IN TRUST	72
ARTICLE XIII  MISCELLANEOUS PROVISIONS
SECTION 1301. EFFECT OF COVENANT	72
SECTION  1302. MANNER OF  GIVING NOTICE TO THE  DISTRICT AND THE TRUSTEE	73
SECTION  1303. MANNER OF GIVING NOTICE  TO THE OWNERS	73
SECTION  1304. SUCCESSORSHIP OF DISTRICT OFFICERS	73
SECTION  1305. INCONSISTENT PROVISIONS	74
SECTION 1306. FURTHER ACTS; COUNTERPARTS	74
SECTION 1307. HEADINGS NOT PART OF INDENTURE	74
SECTION 1308. EFFECT OF PARTIAL INVALIDITY	74
SECTION 1309. ATTORNEYS' FEES	74
SECTION 13 10. EFFECTIVE DATE	75
EXHIBIT A - FORM OF REQUISITION

lV

MASTER TRUST INDENTURE
THIS MASTER TRUST INDENTURE is dated as of February 1, 2020, by and between FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT, a
local unit of special-purpose government organized and existing under the laws of the State of Florida (the "District"), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee"), a national banking association and having the authority to exercise corporate trust powers, with its designated corporate trust office located
at 550 West Cypress Creek Road, Fort Lauderdale, Florida 33309, Attention: Corporate Trust Department.
WHEREAS, the District is a community development district duly organized and existing under the provisions of Chapter 190, Florida Statutes (the "Act"), for the purpose, among other things, of financing and managing the acquisition, construction, installation, m aintenance, and operation of the m ajor infrastructure within and without the boundaries of the District; and
WHEREAS, the District has the power and authority under the Act to issue special assessment bonds and revenue bonds and to use the proceeds thereof to finance the cost of acquiring and constructing assessable improvements (as defined in the Act) and, by virtue of Section 190.022 of the Act, to levy and collect special assessments therefor as provided in Chapter 170, Florida Statutes, and to levy and collect user charges and fees therefor as provided in Section 190.011, Florida Statutes; and
WHEREAS, the District has the power and authority under and by virtue of Section 190.02 1 of the Act to levy and collect Benefit Special Assessments (hereinafter defined); and
WHEREAS, the District has found and determined and does hereby find and determine, that acquisition and construction of the Series Projects (hereinafter defined) is and will be necessary and desirable in serving the District's goal of properly managing the acquisition, construction, installation and operation of portions of the infrastructure within and without the boundaries of the District; and
WHEREAS, the execution and delivery of the Bonds  (hereinafter defined) and of this Master Indenture have been duly authorized by the Governing Body of the District and all things necessary to m ake the Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to m ake this Master Indenture a valid and binding agreement and a valid and binding lien on the Trust Estate (hereinafter defined) have been done;

NOW, THEREFORE, THIS MASTER TRUST INDENTURE WITNESSETH:

GRANTING CLAUSES
That the District, in consideration of the premises and acceptance by the Trustee of the trusts hereby created and the purchase and acceptance of the Bonds by the Owners (hereinafter defined), and of the sum of ten dollars ($ 10.00), lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of this Master Indenture (hereinafter defined), and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds of a Series (hereinafter defined) issued hereunder according to their tenor and effect and to secure the performance and observance by the District of all of the covenants expressed or implied herein, in the Supplemental Indenture authorizing the issuance of such Series of Bonds and in the Bonds of such Series, does hereby assign and grant a security interest in the following (herein called the "Trust Estate") to the Trustee and its successors in trust, and assigns forever, for the securing of the performance of the obligations of the District herein set forth: (a) the Pledged Revenues (hereinafter defined) and Pledged Funds (hereinafter defined); and (b) any and all property of every kind or description which may from time to time hereafter be sold, transferred, conveyed, assigned, hypothecated, endorsed, deposited, pledged, granted or delivered to, or deposited with, the Trustee as security for any Series of Bonds issued p ursuant to this Master Indenture by the District or anyone on its behalf or with its consent, or which pursuant to any of the provisions hereof or of the Supplemental Indenture securing such Series of Bonds may come into the possession or control of the Trustee or of a lawfully appointed receiver, as such additional security, and the Trustee is hereby authorized to receive any and all such property as and for security for the payment of such Series of Bonds and the interest and premium, if any, thereon, and to hold and apply all such property subject to the terms hereof, it being expressly understood and agreed that except as otherwise provided herein or in a Supplemental Indenture, the Trust Estate established and held hereunder for Bonds of a Series shall be held separate and in trust solely for the benefit of the Owners of the Bonds of such Series and for no other Series;
TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, forever;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth
for the equal and proportionate benefit and security of all present and future Owners of the Bonds of a Series, without preference of any Bond of such Series over any other Bond of such Series, (b) for enforcement of the payment of the Bonds of a Series, in accordance with their terms and the terms of this Master Indenture and the Supplemental Indenture authorizing the issuance of such Series of Bonds, and all other sums payable hereunder, under the Supplemental Indenture authorizing such Series of Bonds or on the Bonds of such Series, and (c) for the enforcement of and compliance with the obligations, covenants and conditions of this Master
2

Indenture except as otherwise expressly provided herein, as if all the Bonds at any time Outstanding (hereinafter defined) had been authenticated, executed and delivered simultaneously with the execution and delivery of this Master Indenture, all as herein set forth.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that (a)
this Master Indenture creates a continuing lien equally and ratably to secure the payment in full of the principal of, premium, if any, and interest on all Bonds of a Series which may from time to time be Outstanding hereunder, except as otherwise expressly provided herein, (b) the Trust Estate shall immediately be subject to the lien of this pledge and assignment without any physical delivery thereof or further act, (c) the lien of this pledge and assignment shall be a first lien and shall be valid and binding against all parties having any claims of any kind in tort, contract or otherwise against the District, irrespective of whether such parties have notice thereof, and (d) the Bonds of a Series are to be issued, authenticated and delivered, and the Trust Estate is to be held, dealt with, and disposed of by the Trustee, upon and subject to the terms, covenants, conditions, uses, agreements and trusts set forth in this Master Indenture and the District covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective Owners from time to time of the Bonds of each respective Series, as follows:

ARTICLE I DEFINITIONS
Section 101. Meaning of Words and Terms.  The  following  words  and terms used in this Master Indenture shall have the following meanings, unless some other meaning is plainly intended:

''Accountant" shall mean the independent certified public accountant or independent certified public accounting firm retained by the District to perform the duties of the Accountant under this Master Indenture.

''Accountant 's Certificate " shall mean an opinion signed by an independent certified public accountant or firm of certified public accountants (which m ay be the Accountant) from time to time selected by the District.

''Accounts" shall mean all accounts, except the Series Rebate Account within the Rebate Fund, created pursuant to Section 502 hereof or a Supplemental Indenture.

''Accreted Value" shall mean, as of the date of computation with respect to any Capital Appreciation Bonds, an amount (truncated to three (3) decimal places) equal to the original principal amount of such Capital Appreciation Bonds at the date of issuance plus the interest accrued on such Capital Appreciation Bonds from the date of original issuance of such Capital Appreciation Bonds to the date of

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computation, such interest to accrue at the rate of interest per annum of the Capital Appreciation Bonds (or in accordance with a table of compound accreted values set forth in such Capital Appreciation Bonds), compounded semi-annually on each Interest Payment Date; provided, however, that if the date with respect to which any such computation is made is not an Interest Payment Date, the Accreted Value of any Capital Appreciation Bond as of such date shall be the amount determined by compounding the Accreted Value of such Capital Appreciation Bond as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance) at the rate of interest per annum of the Capital Appreciation Bonds for the partial semi- annual compounding period determined by dividing (x) the number of days elapsed (determined on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30) day months) from the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance), by (y) one hundred eighty (180). A table of Accreted Values for the Capital Appreciation Bonds shall be incorporated in a Supplemental Indenture executed by the District upon issuance of any Capital Appreciation Bonds.
''Acquisition and Construction Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
''Act" shall mean Chapter 190, Florida Statutes, as amended from time to

time.

''Additional Bonds" shall mean Bonds of a Series authenticated and

delivered pursuant to the terms of a Supplemental Indenture providing for the issuance of parity Additional Bonds of such Series. 
''Additional Series Project" shall mean the acquisition and/or construction of any additions, extensions, improvements and betterments to and reconstructions of a Series Project to be financed, in whole or in part, from the proceeds of any Subordinate Debt.
''Amortization Installments" shall mean the moneys required to be deposited in a Series Sinking Fund Account within a Series Debt Service Account within the Debt Service Fund for the purpose of redeeming and paying when due any Term Bonds, the specific amounts and dates of such deposits to be set forth in a Supplemental Indenture.
''Assessments" shall mean all assessments levied and collected by or on behalf of the District pursuant to Section 190.022 of the Act, together with the interest specified by resolution adopted by the Governing Body, the interest specified in Chapter 170, Florida Statutes, if any such interest is collected by or on

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behalf of the Governing Body, and any applicable penalties collected by or on behalf of the District, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments and which are referred to as such and pledged to a Series of Bonds pursuant to the Supplemental Indenture authorizing the issuance of such Series of Bonds.
''Authorized Denomination" shall, except as provided in any Supplemental Indenture relating to a Series of Bonds, mean the denomination of $5, 000 or any integral multiple thereof.
''Authorized Officer" shall mean any person authorized by the District in writing directed to the Trustee to perform the act or sign the document in question.
''Beneficial  Owners"  shall  have  the  meaning  given  such  term  by  DTC  so long as it is the registered Owner through its nominee, Cede & Co., of the Bonds as to which such reference is made to enable such Bonds to be held in book-entry only form, and, shall otherwise mean the registered Owner on the registration books of the District maintained by the Bond Registrar.
''Benefit Special Assessments" shall mean benefit special assessments levied and collected in accordance with Section 190.021 (2), Florida Statutes, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Benefit Special Assessments which are not paid in full when due and which are referred to as such and pledged to a Series of Bonds pursuant to the Supplemental Indenture authorizing the issuance of such Series of Bonds.
''Bond Anticipation Notes" shall mean bond anticipation notes issued pursuant to a Supplemental Indenture in anticipation of the sale of an authorized Series of Bonds and in a principal amount not exceeding the principal amount of such anticipated Series of Bonds.
''Bond Counsel" shall mean an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the District.
''Bond Registrar" shall mean the bank or trust company designated as such by Supplemental Indenture with respect to a Series of Bonds for the purpose of maintaining the registration books of the District reflecting the names, addresses, and other identifying information of Owners of Bonds of such Series.
''Bond Year" shall mean, unless otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, the period commencing on the first day of May in each year and ending on the last day of April of the following year.
''Bonds" shall mean the Outstanding Bonds of all Series.
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''Business Day" shall mean any day excluding Saturday, Sunday  or  any other day on which banks in the cities in which the designated corporate  trust  office of the Trustee or the Paying Agent are located are authorized or required by law or other governmental action to close and on which the Trustee or  Paying Agent, or both, is closed.
"Capital Appreciation Bonds" shall mean Bonds issued under this Master Indenture and any Supplemental Indenture as to which interest is compounded periodically on each of the applicable periodic dates  designated  for  compounding and payable in an amount equal to the then-current Accreted Value only at the maturity  or  earlier  redemption  thereof,   all  as  so  designated  in  a  Supplemental Indenture of the District providing for the issuance thereof.
"Capitalized Interest" shall mean, with respect to the interest due or to be due on a Series of Bonds prior to, during and for a period not exceeding one year after the completion of the Series Project to be funded by such Series, all or part of such interest which will be paid, or is expected to be paid, from the proceeds of such Series. 
"Chairman " shall mean the Chairman or Vice Chairman of the Governing Body of the District, or his or her designee, or the person succeeding to his or her principal functions.
"Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor provisions thereto and the regulations promulgated thereunder or under the Internal Revenue Code of 1954, as amended, if applicable, or any successor provisions thereto.
"Completion Bonds" shall mean Bonds issued pursuant to a Supplemental Indenture ranking on a parity with the Series of Bonds issued under such Supplemental Indenture, the proceeds of which are to be used  to  complete  the Series Project.
"Connection Fees" shall mean all fees and charges assessed by the District to users for the actual costs of connecting to a utility system of the District.
"Consulting Engineer" shall mean the independent engineer or engineering firm or corporation employed by the District in connection with any Series Project to perform and carry out the duties of the Consulting Engineer under this Master Indenture or any Supplemental Indenture.
"Continuing Disclosure Agreement" shall mean a Continuing Disclosure Agreement, by and among the District, the dissemination agent named therein, and any other "obligated person" under the Rule, in connection with the issuance  of one or more Series of Bonds hereunder, pursuant to the requirements of the Rule.

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"Cost" or "Costs" as applied to a Series Project or Additional Series Project, shall include the cost of acquisition and construction thereof and all obligations and expenses relating thereto including, but not limited to, those items of cost which are set forth in Section 403 hereof.
"Credit Facility" or "Liquidity Facility" shall mean a letter of credit, a municipal bond insurance policy, a surety bond or other similar agreement issued by a banking institution or other entity satisfactory to the District and providing for the payment of the principal of, interest on or purchase price of a Series of Bonds or any alternate or substitute Credit Facility or Liquidity Facility if then in effect.
"Current Interest Bonds" shall mean Bonds of a Series the interest on which is payable at least annually.
''Date of Completion " with respect to a Series Project or Additional Series Project shall mean: (a) the date upon which such Project and all components thereof have been acquired or constructed and are capable of performing the functions for which they were intended, as evidenced by a certificate of the Consulting Engineer filed with the Trustee and the District; or (b) the date on which the District determines, upon the recommendation of or in consultation with the Consulting Engineer, that it cannot complete such Project in a sound and economical manner within a reasonable period of time as evidenced by a certificate of the Consulting Engineer of the District filed with the Trustee and the  District;  provided that  in each case such certificate of the Consulting Engineer shall set forth the amount of all Costs of such Project which has theretofore been incurred, but which on the Date of Completion is or will be unpaid or unreimbursed.
"Debt Service" shall mean collectively the principal (including Amortization Installments), interest, and redemption premium, if any, payable with respect to the Bonds.

''Debt Service Fund" shall mean the fund so designated m, and created pursuant to, Section 502 hereof.

''Delinquent Assessments" shall mean, collectively, any and all installments of any Assessments which are not paid when due, including any applicable grace period under State law or District proceedings.
''Depository" shall mean any bank or trust company duly authorized by law to engage in the banking business and designated by the District as a depository of moneys subject to the provisions of this Master Indenture.
''Direct Billed" shall mean Assessments or Operation and Maintenance Assessments, as applicable within the context in which such reference is made, which are billed directly by the District rather than collected on the  tax  bill  using the Uniform Method.

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"District" shall mean the Finley Woods Community Development District, a community development district established pursuant to the Act, or any successor thereto which succeeds to the obligations of the D istrict hereunder.
''DTC" shall mean The Depository Trust Company, New York, New York, and its successors and assigns.
"Engineer's Certificate " shall mean a certificate of the Consulting Engineer or of such other engineer or firm of engineers having a favorable repute for skill and experience in the engineering matters with respect to which such certification is required by this Master Indenture.
"Event of Default" shall mean any of the events described in Section 902
hereof.
"Federal Securities" shall mean, to the extent permitted by law for investment as contemplated in this Master Indenture and any Supplemental Indenture, (a) Government Obligations, (b) any Tax Exempt Obligations which are fully secured as to principal and interest by an irrevocable pledge of Government Obligations, which Government Obligations are segregated in trust and pledged for the benefit of the holders of the Tax Exempt Obligations, (c) certificates of ownership of the principal or interest of Government Obligations, which Government Obligations are held in trust, and (d) investment agreements at least 100% collateralized by obligations described in clauses (a), (b) or (c) above.
"Fiscal Year" shall mean the fiscal year of the District in effect from time to time, which shall initially mean the period commencing on the first day of October of any year and ending on the last day of September of the following year.
"Funds" shall mean all funds, except the Rebate Fund, created pursuant to Section 502 hereof.
"Governing Body" shall mean the Board of Supervisors of the District.
"Government Obligations" shall mean direct obligations of, or obligations the payment of which is unconditionally guaranteed by, the United States of America.
"Indenture" shall mean this Master Indenture, as amended and supplemented from time to time by a Supplemental Indenture or indentures, and shall mean when used with respect to a Series of Bonds issued hereunder, this Master Indenture, as amended and supplemented by the Supplemental Indenture relating to such Series of Bonds.

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"Insurer" shall mean the issuer of any municipal bond insurance policy insuring the timely payment of the principal of and interest on Bonds or any Series of Bonds.

"Interest Payment Date" shall mean the dates specified in a Supplemental Indenture with respect to a Series of Bonds upon which the principal of and/or interest on Bonds of such Series shall be due and payable in each Bond Year.
"Investment Obligations" shall mean and include, except as otherwise provided in the Supplemental Indenture providing for the authorization of Bond Anticipation Notes or Bonds, mean and includes any of the following securities, if and to the extent that such securities are legal investments for funds of the District;

Government Obligations;

Bonds, debentures, notes or other evidences of indebtedness issued by any of the following agencies or such other government - sponsored agencies which may presently exist or be hereafter created; provided that, such bonds, debentures, notes or other evidences of indebtedness are fully guaranteed as to both principal and interest by the 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; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody's and S&P at the time of purchase;

Direct and general obligations of any state of the United States, to the payment of the principal of and interest on which the full faith and credit of such state is pledged, if at the time of their purchase such obligations are rated in either of the two highest rating categories without regard to gradations within any such categories by either S&P or Moody's;

Money market deposit accounts, time deposits, and certificates of deposits issued by com mercial banks, savings and loan associations or m utual savings banks whose short-term obligations are rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S & P;

Bank or broker repurchase agreements fully secured by securities specified in (a) or (b) above, which may include repurchase agreements with the commercial banking department of the Trustee, provided that such securities are deposited with the Trustee, with a Federal Reserve Bank or with a bank or trust company (other than the seller of such securities) having a combined capital and surplus of not less than $100, 000,000;

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A promissory note of a bank holding company rated in either of the two highest rating categories without regard to  gradations  within  any  such categories by either S&P or Moody's;
Any short term government fund or any money market fund whose assets consist of (a), (b) and (c) above;
Commercial paper (having maturities of not more than  270  days) rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S & P; 
Certificates evidencing a direct ownership interest in non-callable Government Obligations or in future  interest or principal payments  thereon  held in a custody account by a custodian satisfactory to the Trustee;

Obligations of any state of the United States of America or  any  political subdivision, public instrumentality or public authority of any such state which are not subject to redemption prior to the date on which the proceeds attributable to the principal of such obligations are to be used and which are fully secured by and payable solely from non-callable Government Obligations held pursuant to an escrow agreement; and
The Local Government Surplus Funds Trust Fund as described in Section 218.405, Florida Statutes, or the corresponding provisions of subsequent laws.

Under all circumstances, the Trustee shall be entitled to rely on the direction of an Authorized Officer that any investment directed by the District is permitted under the Indenture and is a legal investment for funds of the District.
"Letter of Credit Agreement" shall mean any financing agreement relating to a Credit Facility for so long as such agreement will be in effect.
"Liquidity Agreement" shall mean any financing agreement relating to a Liquidity Facility for so long as such agreement will be in effect.
''Majority Owners" shall mean the Beneficial Owners of more than fifty percent (50%) of the aggregate principal amount of the Bonds of a Series then Outstanding or all of the Bonds then Outstanding, as applicable in  the  context within which such reference is made.
''Master Indenture" shall mean this Master Trust Indenture, as amended and supplemented from time to time in accordance with the provisions hereof.
"Maturity Amount" shall mean the amount due  at maturity with respect to a Capital Appreciation Bond.

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''Maximum Annual Debt Service Requirement" shall mean, at any given time of determination, the greatest amount of principal, interest and Amortization Installments coming due in any current or future Bond Year with regard  to  the Series of Bonds for which such calculation is made; provided, the amount of interest coming due in any Bond Year shall be reduced to  the  extent  moneys  derived from the proceeds of Bonds are used to pay interest in such Bond Year.
"Moody 's" shall mean Moody's I nvestors Service, I nc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation is dissolved or liquidated or no longer performs the functions of a securities rating agency, Moody's will be deemed to refer to any other nationally recognized securities rating agency designated by the District by written notice to the Trustee.
"Operation and Maintenance Assessments" shall mean assessments described in Section 190.02 1 (3), Florida Statutes, for the maintenance of District facilities or the operations of the District.
"Option Bonds" shall mean Current Interest Bonds, which may be either Serial or Term Bonds, which by their terms may be tendered by and at the option of the Owner for purchase prior to the stated maturity thereof.
"Outstanding" when used with reference to Bonds, shall mean, as of a particular date, all Bonds theretofore authenticated and  delivered  under  this Master Indenture, except:

Bonds theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

Bonds (or portions of Bonds) for the payment or redemption of which moneys, equal to the principal amount or Redemption Price thereof, as the case may be, with interest to the date of maturity or redemption date, shall be held in trust under this Master Indenture or Supplemental Indenture with respect to  Bonds  of any Series and set aside for such payment or redemption (whether at or prior to the maturity or redemption date), provided that if such Bonds (or portions of Bonds) are to be redeemed, notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been made for the giving of such notice as provided in Article III hereof or in the Supplemental  Indenture  relating  to  the Bonds of any Series; 

Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered pursuant to this Master Indenture and the Supplemental Indenture with respect to Bonds of a  Series  unless  proof satisfactory to the Trustee is presented that any  such  Bonds  are  held by a bona fide purchaser  in due course; and

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Bonds paid or deemed to have been paid as provided in this Master Indenture or in a Supplemental Indenture with respect to Bonds of a Series, including Bonds with respect to which payment or provision for payment has been made in accordance with Article XII hereof.

In addition, Bonds actually known by the Trustee to be held by or for the District will not be deemed to be Outstanding for the purposes and within the purview of Article IX and Article XI of this Master Indenture.
"Owner" or "Owners" shall mean the registered owners from time to time of Bonds.

"Paying Agent" shall mean the bank or trust company designated by Supplemental Indenture with respect to a Series of Bonds as the place where Debt Service shall be payable with respect to such Series of Bonds and which accepts the duties of Paying Agent under this Master Indenture and under such Supplemental Indenture .
''Pledged Funds" shall mean all of the Series Pledged Funds.
"Pledged Revenues" shall mean all of the Series Pledged Revenues.
''Prepayments" shall mean any Assessments or Benefit Special Assessments, or  portions  thereof,  which  shall  be  paid  to  the  District  prior  to  the  time  such amounts become due. Prepayments shall not include any interest paid on such Assessments.

''Principal and Interest Requirement" shall mean with respect to a Series of Bonds, the respective amounts which are required in each Bond Year to provide:

for paying the interest on all Bonds of such Series then Outstanding which is payable in such Bond Year;

for paying the principal or Maturity Amount of all Serial Bonds of such Series then Outstanding which is payable in such Bond Year; and

for paying the Amortization Installments of all Term Bonds of such Series then Outstanding which is payable in such Bond Year.
''Property Appraiser" shall mean the Property Appraiser  of  Alachua County, Florida, or the person succeeding to such officer's principal functions.
"Rebate Amount" shall mean the amount, if any, required to be rebated to the United States pursuant to Section 148(£) of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder.

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''Rebate Analyst " shall mean the person or firm selected by the District to calculate the Rebate Amount, which person or firm shall have recognized expertise in the calculation of the Rebate Amount.

"Rebate Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Record Date" shall mean the fifteenth (15th) day of the calendar month next preceding any Debt Service payment date or, in the case of any p roposed redemption of Bonds, the fifth (5th) day next preceding the date of mailing of notice of such redemption, or if either of the foregoing days is not a Business Day, then the Business D ay immediately preceding such day.
''Redemption Price" shall mean the principal of, premium, if any, and interest accrued to the date fixed for redemption of any Bond called for redemption pursuant  to  the  provisions  thereof,  hereof  and  of  the  Supplemental  Indenture pursuant to which such Bond is issued.
''Refunding Bonds" shall mean Bonds issued pursuant to provisions of this Master Indenture, the proceeds of which are used to refund one or more Series of Bonds then Outstanding.

"Reserve Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.

''Revenue Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
''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 may be amended from time to time.
"S&P" shall mean S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, a limited liability company organized and  existing  under the laws of the State of Delaware, its successors and its assigns, and, if such entity is dissolved or liquidated or no longer performs the functions of a securities rating agency, S&P will be deemed to refer to any other nationally recognized securities rating agency designated by the District by written notice to the Trustee.
"Secreta ry" shall mean the Secretary or any Assistant Secretary to the Governing Body, or his or her designee, or the person succeeding to his or her principal functions.

"Serial Bonds" shall mean Bonds (other than Term Bonds) that mature in annual or semi-annual installments.

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"Series" shall mean all of the Bonds authenticated and delivered on original issuance of a stipulated aggregate principal amount in a simultaneous transaction under and pursuant to the same Supplemental Indenture and any Bonds thereafter authenticated and delivered in lieu of or in substitution therefor pursuant to this Master Indenture and such  Supplemental  Indenture  regardless  of variations  in m aturity, interest rate or other provisions; provided, however, two or more Series of Bonds may be issued simultaneously under the same Supplemental Indenture if designated as separate Series of Bonds by the District upon original issuance.

"Series Acquisition and Construction Account" shall mean the account within the Acquisition and Construction Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Capitalized Interest Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.

"Series Costs of Issuance Account" shall mean the account within the Acquisition and Construction Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Debt Service Account" shall mean the account within the Debt Service Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Interest Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture .

"Series Optional Redemption Subaccount" shall meant the subaccount within a Series Redemption Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Pledged Funds" shall mean all amounts on deposit from time to  time in the Funds and Accounts and designated in the Supplemental Indenture relating to such Series of Bonds as pledged to the payment of such Series of Bonds; provided, however, such term shall not include any amounts on deposit in a Series Rebate Account in the Rebate Fund.
"Series Pledged Revenues" shall mean the revenues designated as such by Supplemental Indenture and which shall constitute the security for and source of payment of a Series of Bonds and may consist of Assessments, Benefit Special Assessments, Connection Fees or other user fees or other revenues or combinations thereof imposed or levied by the District in accordance with the Act.

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"Series Prepayment Subaccount" shall mean the subaccount within a Series Redemption Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Principal Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Project" or "Series Projects" shall mean the acquisition, construction, equipping and/or improvement of capital projects to be located within or without the District for the benefit of the District to be financed with all or a part of the proceeds of a Series of Bonds as shall be described in the Supplemental Indenture authorizing such Series of Bonds.
"Series Rebate Account" shall mean the account within the Rebate Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture .
"Series Redemption Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Reserve Account" shall mean the account within the Reserve Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Reserve Account Requirement" shall mean the amount of money or other security which may be in the form of a reserve fund insurance policy or other security as may be required by the terms of a Supplemental Indenture to be deposited in or credited to a Series Reserve Account for a Series of Bonds provided, however, that unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, as of any date of calculation for a particular Series Reserve Account, the "Series Reserve Account Requirement" shall be an amount equal to the lesser of (a) the Maximum Annual Debt Service Requirement for all Bonds of such Series then Outstanding, (b) 125% of the average annual debt service for all Bonds of such Series then Outstanding, or (c) the aggregate of 10% of the proceeds of the Bonds of such Series calculated as of the date of original issuance thereof. In computing the Series Reserve Account Requirement in respect of any Series of Bonds that constitute Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be the greater of (y) 110% of the daily average interest rate on such Variable Rate Bonds during the 12 months ending with the month preceding the date of calculation, or such shorter period of time that such Series of Bonds shall have been Outstanding, or (z) the actual rate of interest borne by such Variable Rate Bonds on such date of calculation; provided, in no event shall the Series Reserve Account Requirement as adjusted on such date of calculation exceed the

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lesser of the amounts specified in the immediately preceding sentence. In computing the Series Reserve Account Requirement in accordance with clause (c) of this definition in respect of any Capital Appreciation Bonds, the principal amount of such Bonds shall be the original principal amount thereof, not the Accreted Value. A Supplemental Indenture may provide that the Series Reserve Account Requirement for a Series is zero.
"Series Revenue Account" shall mean the account within the Revenue Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Sinking Fund Account" shall mean the account within a  Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Trust Estate" shall mean the Trust Estate for a Series of Bonds established by Supplemental Indenture for such Series of Bonds.
"State " shall mean the State of Florida.
"Subordinate Debt" shall mean indebtedness secured hereby or by any Supplemental Indenture which is by its terms expressly subordinate and inferior hereto both in lien and right of payment.
"Supplemental Indenture" shall mean an indenture supplemental hereto authorizing the issuance of a Series of Bonds hereunder and establishing the terms thereof and the security therefor and shall also mean any indenture supplementary hereto entered into for the purpose of amending the terms and provisions hereof with respect to all Bonds in accordance with Article XI hereof.
"Tax Certificate" shall mean the certificate of the District delivered at the time of issuance of Tax Exempt Bonds setting forth the expectations of the District with respect to the use of the proceeds of such Tax Exempt Bonds, including the Tax Regulatory Covenants.
"Tax Collector" shall mean the Tax Collector of Alachua County, Florida, or the person succeeding to such officer's principal functions.
"Tax Exempt Bonds" shall mean Bonds of a Series the interest on which, in the opinion of Bond Counsel on the date of original issuance thereof, is excludable from gross income for federal income tax purposes.
"Tax Exempt Obligations" shall mean any bond, note or other obligation issued by any person, the interest on which is excludable from gross income for federal income tax purposes.

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"Tax Regulatory Covenants" shall mean the covenants of the District necessary for the preservation of the excludability of interest thereon from gross income for federal income tax purposes, as such covenants shall be amended from time to time upon written instructions from Bond Counsel.

"Taxable Bonds" shall m ean Bonds of a Series which are not Tax Exempt Bonds.
"Term Bonds" shall mean Bonds that mature on one date and that are subject to m andatory redemption from Amortization Installments or are subject to extraordinary mandatory or m andatory redemption upon receipt of unscheduled Pledged Revenues.
"Time Deposits" shall mean time deposits, certificates of deposit or similar arrangem ents with any bank or trust company, including the Trustee or an affiliate thereof, which is a member of the Federal Deposit Insurance Corporation and any federal or State savings and loan association which is a member of the Federal Deposit Insurance Corporation or its successors and which are secured or insured in the manner required by State law.
"Trust Estate" shall have the meaning ascribed to such term in the granting clauses  hereof,  including,  but  not  limited  to,  the  Pledged  Revenues  and  Pledged Funds.

"Trustee " shall mean U.S. Bank National Association with its designated office in Fort Lauderdale, Florida and any successor trustee appointed or serving pursuant to Article VI hereof.

"Uniform Method " shall mean the uniform method for the levy, collection and enforcement of Assessments afforded by Sections 197.363 1, 197.3632 and 197.3635, Florida Statutes, or any successor statutes.
"Variable Rate Bonds" shall mean Current Interest Bonds, which m ay be either Serial Bonds or Term Bonds, issued with a variable, adjustable, convertible or other similar interest rate which is not fixed in percentage for the entire term thereof at the date of issue, which Bonds may also be Option Bonds.

Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond," "Owner," "person," "Paying Agent," and "Bond Registrar" shall include the plural as well as the singular number and the word "person" shall mean any individual, corporation partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. All references to Florida Statutes or other provisions of State law shall be deemed to include any and all amendments thereto.

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ARTICLE II
FORM, EXE CUTION, DELIVERY AND DESIGNATION OF BONDS

Section 201. Issuance of Bonds. For the purpose of providing funds for paying all or part of the Cost of a Series Project, Bonds of a Series, without limitation as to aggregate principal amount, may be issued under this Master Indenture subject to the conditions hereinafter provided in Section 207 of this Article.    Debt  Service  on  each  Series  of  Bonds  shall  be  payable  solely  from  the Pledged Revenues and Pledged Funds pledged to such Series of Bonds in the Supplemental Indenture authorizing the issuance of such Series of Bonds and, as may be provided in such Supplemental Indenture, all of the provisions of this Master Indenture shall be for the benefit and security of the present and future Owners of such Series of Bonds so issued, without preference, priority or distinction, as to lien or otherwise, of any one Bond of such Series over any other Bond of such Series. The District may also issue from time to time, Additional Bonds, Completion Bonds and Refunding Bonds of a Series under and pursuant to the terms of the Supplemental Indenture authorizing the issuance of such Series of Bonds.

Section 202. Details of Bonds. Bonds of a Series shall be m such denominations, numbered consecutively, shall bear interest from their date until their payment at rates not exceeding the maximum rate permitted by law, shall be dated, shall be stated to mature in such year or years in accordance with the Act, and shall be subject to redemption prior to their respective maturities, subject to the limitations hereinafter provided, as provided for in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Bonds of a Series may be Current Interest Bonds, Variable Rate Bonds, Capital Appreciation Bonds, Option Bonds or any combination thereof and may be secured by a Credit Facility or Liquidity Facility, all as shall be provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Bonds of a Series (or a part of a Series) may be in book-entry form at the option of the District as shall be provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds.

Debt Service shall be payable in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. Interest shall be paid to the registered Owner of Bonds at the close of business on the Record Date for such interest; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 hereof, the payment of interest and principal or Redemption Price or Amortization Installments pursuant hereto shall be made by the Paying Agent to such person who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of a Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation of the Bond at the designated corporate trust office of the Paying Agent in Fort Lauderdale, Florida;

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provided, however, that presentation shall not be required if the Bonds are in book­ entry only form. Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner if such Owner requests such method of payment by delivery of written notice to the Paying Agent prior to the Record Date for the respective interest payment to such account as shall be  specified in such request,  but only if the registered Owner owns not less than $1 ,000, 000 in aggregate principal amount of the Bonds or, if less than such amount, all of the Bonds then Outstanding). Unless otherwise provided in  the  Supplemental  Indenture authorizing a Series of Bonds, interest on a Series of Bonds will be computed on the basis of a 360-day year of twelve 30-day months.
Section 203. Execution and Form of Bonds. The Bonds shall be signed by or bear the facsimile signature of the Chairman, shall be attested and countersigned by the Secretary, and the certificate of authentication  appearing  on the face of the Bonds shall be signed by the Trustee; provided, however, that each Bond shall be manually signed by either the Chairman, the Secretary or  the Trustee. The official seal of the District shall be imprinted or impressed on each Bond. In case any officer whose signature or a facsimile of whose  signature appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or such facsimile  shall nevertheless be valid for all purposes  the  same  as if he or she had remained in office until such delivery. Any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond shall be proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers. The Bonds, and the provisions for registration and reconversion to be endorsed on such Bonds, shall be substantially in the form set forth in a Supplemental Indenture. The Trustee may appoint one or more authenticating agents.
Section 204. Negotiability, Registration and Transfer of Bonds. The District shall cause books for the registration and for the transfer of the Bonds as provided in this Master Indenture to be kept by the Bond Registrar. All Bonds shall be registered as to both principal and interest. Any Bond may be transferred only upon an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, such transfer to be made on such books and endorsed on the Bond by the Bond Registrar. No charge shall be made to any Owner for registration and transfer as hereinabove provided, but any Owner requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid  with  respect  thereto.  The Bond Registrar shall not be required to transfer any Bond  during  the  period between the Record Date and the Interest Payment Date next succeeding  the  Record Date of such Bond, during the period between the Record Date  for  the mailing of a notice of redemption and the date of such mailing, nor after such Bond  has been selected for redemption. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State, and each successive Owner, in accepting any of the Bonds, shall be conclusively deemed to have agreed

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that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State.
Section 205. Ownership of Bonds. The person in whose name any Bond shall be registered shall be deemed the absolute Owner thereof for all purposes, and payment of Debt Service shall be made only to or upon the order of the registered Owner thereof or his attorney or legal representative as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Trustee, the District, the Bond Registrar and the Paying Agent may deem and treat the registered Owner of any Bond as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes whatsoever, and neither the Trustee, the District, the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary.
Section 206. Special Obligations. Each Series of Bonds shall be a special and direct obligation of the District. Neither the Bonds nor the interest and premium, if any, payable thereon shall constitute a general obligation or general indebtedness of the District within the meaning of the Constitution and laws of the State. The Bonds and the interest and premium, if any, payable thereon do not constitute either a pledge of the full faith and credit of the District or a lien upon any property of the District other than as provided herein or in the Supplemental Indenture authorizing the issuance of such Series of Bonds. No Owner or any other person shall ever have the right to compel the exercise of any ad valorem taxing power of the District or any other public authority or governmental body to pay Debt Service or to pay any other amounts required to be paid pursuant to this Master Indenture, any Supplemental Indenture, or the Bonds. Rather, Debt Service and any other amounts required to be paid pursuant to this Master Indenture, any Supplemental Indenture, or the Bonds, shall be payable solely from, and shall be secured solely by, the Series Pledged Revenues and the Series Pledged Funds pledged to such Series of Bonds, all as provided herein and in such Supplemental Indenture.
Section 207.	Authorization of Bonds.
There shall be issued from time to time in Series, under and secured by this Master Indenture, Bonds without limitation as to aggregate principal amount for the purposes of:
paymg all or part of the Cost of a Series Project or Series Projects or refunding a Series of Bonds or any portion thereof then Outstanding; and
depositing the Series Reserve Account Requirement to the Series Reserve Account for such Series of Bonds.

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Each Series  of Bonds,  upon initial issuance thereof,  shall  be  executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of the following:

an executed and attested original or certified copy of this Master Indenture;

an executed and attested original or certified copy of the Supplemental Indenture fixing the amount of and security for the Series of Bonds authorized to be issued thereby and establishing, among other things, the dates on which, and the amounts in which, such Series of Bonds will mature (provided that the final maturity date of such Series of Bonds shall be not later than permitted by the Act with respect to such Series of Bonds), designating the Paying Agent and Bond Registrar, fixing the Amortization Installments, if any, for the Term Bonds of such Series, awarding the Series of Bonds, specifying the interest rates or the method for calculating such interest rates with respect to such Series of Bonds, specifying the redemption provisions and prices thereupon, specifying other details of such Series of Bonds, and directing the delivery of such Series of Bonds to or upon the order of the initial purchaser thereof upon payment of the purchase price therefor set forth in such Supplemental Indenture ;

an opinion of counsel for the District substantially to the effect that the signer is of the opinion that this Master Indenture and the Supplemental Indenture relating to such Series of Bonds have been duly and validly authorized in accordance with the terms hereof and of the Act, and have been duly approved and adopted, that the issuance of such Series of Bonds has been duly authorized, and that this Master Indenture and the Supplemental Indenture constitute binding obligations of the District, enforceable against the District in accordance with their terms except as enforcement thereof may be affected by bankruptcy and other similar laws relating to creditor's rights generally; and

an opinion of Bond Counsel for the District substantially to the effect that the signer is of the opinion that the Bonds of such Series are valid, binding and enforceable obligations of the District and, if such Series of Bonds are Tax Exempt Bonds, that interest thereon is excludable from gross income of the Owners under the income tax laws of the United States in effect on the date such Series of Bonds are delivered to the initial purchasers.

Execution of a Series of Bonds by the District shall be conclusive evidence of satisfaction of the conditions precedent set forth in this Section 207(b) as to the District and payment to the Trustee of the initial purchase price for a Series of

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Bonds shall be conclusive evidence of satisfaction of the conditions precedent set forth in this Section 207(b) as to the underwriter of such Series of Bonds.

The Trustee shall be provided with reliance letters with respect to the opinions required in paragraphs (iii) and (iv) above. When the documents mentioned in subsections (i) through (iv) above shall have been received, and when the Bonds of such Series shall have been executed and authenticated as required by this Master Indenture, such Series of Bonds shall be delivered to, or upon the order of, the District, but only upon payment to the Trustee of the purchase price of such Series of Bonds, together with accrued interest, if any, thereon as set forth in a certificate of delivery and p ayment executed by the Chairman of the District.

The proceeds (including accrued interest and any premium) of each Series of Bonds shall be applied as soon as practicable upon delivery thereof to the Trustee as follows:

the amount received as accrued interest on the Bonds, if any, shall be deposited to the credit of the Series Interest Account and Capitalized Interest, if any, shall be deposited to the credit of the Series Capitalized Interest Account;

an amount equal to the Series Reserve Account Requirement or the initial cost of satisfying the Series Reserve Account Requirement if not satisfied by the deposit of cash, shall be deposited to the credit of the Series Reserve Account; and

the balance shall be deposited and applied as provided for in the Supplemental Indenture authorizing the issuance of such Series of Bonds.
Section 208. Mutilated, Destroyed or Lost  Bonds.  If  any  Bonds become mutilated, destroyed or lost, the District may cause to be executed and delivered a new Bond in substitution therefor upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, and upon p ayment by the Owner of the reasonable expenses and charges of the District and the Trustee in connection therewith and, in the case of a Bond destroyed or lost, upon the Owner filing with the Trustee evidence satisfactory to it that such Bond was destroyed or lost and of his or her ownership thereof, and upon furnishing the District and the Trustee with indemnity satisfactory to them.
Section 209.  Parity  Obligations  Under  Credit Agreements.   As may  be provided for or required in any Supplemental Indenture, the District may incur financial obligations under a Letter of Credit Agreement or a Liquidity Agreement payable on parity with respect to the lien on the Trust Estate pledged to a Series of Bonds issued under this Master Indenture and a Supplemental Indenture, without meeting any financial test or requirement set forth in this Master Indenture or the corresponding Supplemental Indenture, but only if the Letter of Credit Agreement

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or Liquidity Agreement supports a related Series of Bonds then being issued which does meet such tests or requirements.
Section 210. Bond Anticipation Notes. Whenever the District shall authorize the issuance of a Series of Bonds, the District may by resolution authorize the issuance of Bond Anticipation Notes in anticipation of the sale of such authorized Series of Bonds in a principal amount not exceeding the principal amount of such Series. The aggregate principal amount of Bonds of such Series and all other Bonds previously authenticated and delivered to pay the Cost of the Series Project or Series Projects for which the proceeds of the Bond Anticipation Notes will be applied shall not exceed such Cost. The interest on such Bond Anticipation Notes may be payable out of the related Series Interest Account to the extent provided in the resolution of the District authorizing such Bond Anticipation Notes. The principal of and interest on such Bond Anticipation Notes and renewals thereof shall be payable from any moneys of the District available therefor or from the proceeds of the sale of the Series of Bonds in anticipation of which such Bond Anticipation Notes are issued. The proceeds of sale of Bond Anticipation Notes shall be applied to the purposes for which the Bonds anticipated by such Bond Anticipation Notes are authorized and shall be deposited in the appropriate Fund or Account established by the Indenture for such purposes; provided, however, that the resolution or resolutions authorizing such Bond Anticipation Notes may provide for the payment of interest on such Bond Anticipation Notes from the proceeds of sale of such Bond Anticipation Notes and for the deposit, in the related Series Capitalized Interest Account. In the event that the District adopts a resolution authorizing the issuance of Bond Anticipation Notes, the District will promptly furnish to the Trustee a copy of such resolution, certified by an Authorized Officer, together with such information with respect to such Bond Anticipation Notes as the Trustee may reasonably request, including, without limitation,  information as  to the paying agent or agents for such Bond Anticipation Notes. The Trustee shall have no duties or obligations to the holders of such Bond Anticipation Notes unless specifically so authorized by the resolution of the District authorizing the issuance of such Bond Anticipation Notes and unless the Trustee accepts in writing such duties and obligations.
Section 211. Tax Status of Bonds.  Any  Series  of Bonds issued under this Master Indenture may be issued either as Tax Exempt Bonds or Taxable Bonds. The intended tax status of any Series of Bonds to be issued may be referenced in any Supplemental Indenture authorizing the issuance of such Series of Bonds.

ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption Generally. The Bonds of any Series shall be subject to redemption, either in whole on any date or in part on any Interest
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Payment Date, and at such times, in the manner and at such prices, as may be provided by the Supplemental Indenture authorizing the issuance of such Series of Bonds. The District shall provide written notice to the Trustee of any optional redemption on or before the forty-fifth (45th) day next preceding the date to be fixed for such optional redemption. Notwithstanding any other provision of this Master Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor as shall be specified in such notice of optional redemption and m ay also be subject to rescission by the District if expressly set forth in such notice.

Unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, if less than all of the Bonds of a Series shall be called for redemption, the particular Bonds of such Series to be redeemed shall be selected by lot in such reasonable manner as the Bond Registrar in its discretion may determine. The portion of any Series of Bonds to be redeemed shall be in an Authorized Denomination and, in selecting the Bonds of such Series to be redeemed, the Bond Registrar shall treat each such Bond as representing that number of Bonds of such Series which is obtained by dividing the principal amount of such Bond by an Authorized Denomination (such amount being hereinafter referred to as the "unit of principal amount").

If it is determined that one or more, but not all, of the units of principal amount represented by any such Bond is to be called for redemption, then upon notice of intention to redeem such unit or units of principal amount as provided below, the registered Owner of such Bond, upon surrender of such Bond to the Paying Agent for payment to such registered Owner of the redemption price of the unit or units of principal am ount called for redemption, shall be entitled to receive a new Bond or Bonds of such Series in the aggregate principal amount of the unredeemed balance of the principal amount of such Bond. New Bonds of such Series representing the unredeemed balance of the principal amount shall be issued to the Owner thereof without any charge therefor. If the Owner of any Bond of a denomination greater than the unit of principal amount to be redeemed shall fail to present such Bond to the Paying Agent for p ayment in exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the date fixed for redemption to the extent of the unit or units of principal amount called for redemption.

Subject to the provisions of Section 506(b) hereof, the District may purchase a Bond or Bonds of a Series in the open market at a price no higher than the highest Redemption Price (including premium) for the Bond to be so purchased with any funds legally available therefor and any such Bonds so purchased shall be credited to the amounts otherwise required to be deposited for the payment of Bonds of such Series as provided in Section 506(b) hereof or as otherwise provided in the Supplemental Indenture relating to such Series.

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Section 302. Notice of Redemption; Procedure for Selection.  The District shall establish each redemption date, other than in the case of a mandatory redemption, in which case the Trustee shall establish the redemption date, and the District or the Trustee, as the case may be, shall notify the Bond Registrar  in writing of such redemption date on or before the forty-fifth  (45th)  day  next preceding the date fixed for redemption, which notice shall set forth the terms of the redemption and the aggregate principal amount of Bonds so to be redeemed. Except as provided below, notice of redemption shall be given by the Bond Registrar not less than thirty (30) nor more than forty-five (45) days prior to the date fixed for redemption by first-class mail, postage prepaid, to any Paying Agent for the Bonds to be redeemed and to the registered Owner of each Bond to be redeemed, at the address of such registered Owner on the registration books maintained by the Bond Registrar (and, for any Owner of $1 ,000,000 or more in principal amount of Bonds, to one additional address if written request therefor is provided to the Bond Registrar prior to the Record Date); and a second notice of redemption shall be sent by registered or certified mail at such address to any Owner who has not submitted his Bond to the Paying Agent for payment on or before the date sixty (60) days following the date fixed for redemption of such Bond, in each case stating: (a) the numbers of the Bonds to be redeemed, by giving the individual certificate number of each Bond to be redeemed (or stating that all Bonds between two stated certificate numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption); (b) the CUSIP numbers of all Bonds being redeemed; (c) in the case of a partial redemption of Bonds, the principal amount of each Bond being redeemed; (d) the date of issue of each Bond as originally issued and the complete official name of the Bonds including the Series designation; (e) the rate or rates of interest borne by each Bond being redeemed; (f) the maturity date of each Bond being redeemed; (g) the place or places where amounts due upon such redemption will be payable; and (h) the notice date, redemption date, and Redemption Price. The notice shall require that such Bonds be surrendered at the designated corporate trust office of the Paying Agent for redemption at the Redemption Price and shall state that further interest on such Bonds will not accrue from and after the redemption date. CUSIP number identification with appropriate dollar amounts for each CUSIP number also shall accompany all redemption payments.

Any required notice or redemption shall also be sent by registered mail, overnight delivery service, telecopy or other secure means, postage prepaid, to any Owner of $1, 000,000 or more in aggregate principal amount of Bonds to be redeemed, to certain municipal registered securities depositories in accordance with the then-current guidelines of the Securities and Exchange Commission which are known to the Bond Registrar to be holding Bonds thirty-two (32) days prior to the redemption date and to at least two of the national information services that disseminate securities redemption notices in accordance with the then-current guidelines of the Securities and Exchange Commission, when possible, at least thirty (30) days prior to the redemption date; provided that neither failure to send
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or receive any such notice nor any defect in any notice so m ailed shall affect the sufficiency of the proceedings for the redemption of such Bonds.

F ailure to give notice by mailing to the Owner of any Bond designated for redemption or to any depository or information service shall not affect the  validity of the proceedings for the redemption of any other Bond.
Section 303. Effect  of Calling for  Redemption.  On the date designated for redemption of any Bonds, notice having been filed and mailed in the manner provided above, the Bonds called for redemption shall be due and payable at the Redemption Price provided for the redemption of such Bonds on such date and, moneys for payment of the Redemption Price being held in a separate account by the Paying Agent in trust for the Owners of the Bonds to be redeemed, interest on the Bonds called for redemption shall cease to be entitled to any benefit under this Master Indenture, and the Owners of such Bonds shall have no rights in respect thereof,  except to receive payment of the Redemption Price thereof,  and interest, if any, accrued thereon to the redemption date, and such Bonds shall no longer be deemed to be Outstanding.

Section 304.	Cancellation.
canceled upon the surrender thereof.

Bonds	called	for  redemption	shall	be

ARTICLE IV
ACQUISITION AND CONSTRUCTION FUND

Section 401. Acquisition  and  Construction  Fund.  There  is  created  and established by Section 502 hereof a fund designated as the "Acquisition and Construction Fund" which shall be held by the Trustee and there shall be deposited to the credit of the Series Acquisition and Construction Accounts the amounts specified in the Supplemental Indenture relating to such Series of Bonds.

Section 402.    Payments   from   Acquisition   and   Construction   Fund. P ayments of the Cost of constructing and acquiring a Series Project shall be made from the Acquisition and Construction Fund as herein provided. All such payments shall be subject to the provisions and restrictions set forth in this Article and in Article V hereof,  and the District covenants  that it will not request any sums to be p aid from the Acquisition and Construction Fund except in accordance with such provisions and restrictions. Moneys in the Acquisition and Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by any one or more officers or employees of the Trustee legally authorized to sign such items or by wire transfer to an account specified by the payee upon satisfaction of the conditions for disbursement set forth in Section 503(b) hereof.
Section 403. Cost of a Series Proj ect. For the purposes of this Master Indenture, the Cost of a Series Project shall include, without intending thereby to

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limit or to restrict or expand any proper definition of such cost under the Act, other applicable provisions of State law, or this Master Indenture, the following:
Expenses of Bond Issuance. All expenses and fees relating to the issuance of the Bonds, including, but not limited to, initial Credit Facility  or  Liquidity Facility fees and costs, attorneys' fees,  underwriting  fees  and  discounts, the Trustee's acceptance fees and costs, Trustee's counsel fees and costs, rating agency fees, fees of financial advisors, engineer's fees and costs, administrative expenses of the District, the costs of preparing audits and engineering reports, the costs of preparing reports, surveys, and studies, and the costs of printing the Bonds and preliminary and final disclosure documents.
Accrued and Capitalized Interest. Any interest accruing on the Bonds from their date through the first Interest Payment Date received from the proceeds of the Bonds (to be deposited into the related Series Interest Account) and Capitalized Interest (to be deposited into the related Series Capitalized Interest Account) as may be authorized or provided for by a Supplemental Inde nture related to a Series of Bonds. Notwithstanding the deposit of Capitalized Interest into the related Series Capitalized I nterest Account, Capitalized Interest shall also include any amount directed by the District to the Trustee in writing to be  withdrawn from the related Series Acquisition and Construction Account and deposited into such Series Capitalized Interest Account, provided that such direction includes a certification that such amount represents earnings on amounts on deposit in the related Series Acquisition and Construction Account and  that,  after  such  deposit, the amount on deposit in such Series  Acquisition  and  Construction  Account, together with earnings thereon will be sufficient to complete the related Series Project which is to be funded from such Series  Acquisition  and  Construction Account.
Acquisition Expenses. The costs of acqmrmg, by purchase or condemnation, all of the land, structures, improvements, rights-of-law, franchises, easements, plans and specifications and similar items and other interests in property, whether real or personal, tangible or intangible, which themselves constitute a Series Project or which are necessary or convenient to acquire, install  and construct a Series Project and payments, contributions, dedications, taxes, assessments or permit fees or costs and any other exactions required as  a condition to receive any government approval or permit necessary to accomplish any District purpose.
Construction Expense. All costs incurred,  including  interest charges, for labor and materials, including equipment, machinery and fixtures, by contractors, builders, and materialmen in connection with the acquisition, installation and construction of a Series Project, and including without  limitation costs incident to the award of contracts.

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Other Professional Fees and Miscellaneous Expenses.
All legal, architectural, engineering, survey, and consulting fees, as well as all financing charges, taxes, insurance premiums, and miscellaneous expenses, not specifically referred to in this Master Indenture that are incurred in connection with the acquisition and construction of a Series Project.

Expenses of determining the feasibility or practicality of acquisition, construction, installation, or reconstruction of a Series Project.

Costs of surveys, estim ates, plans and specifications.

Costs of improvements.

Financing charges.

Creation of initial reserve and debt service funds.

Working capital.

Amounts to repay Bond Anticipation Notes or loans made to finance any costs permitted under the Act.

Costs incurred to enforce remedies against contractors, subcontractors, any provider of labor, material, services or any other person for a default or breach under the corresponding contract, or in connection with any dispute.

Premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same. 

Expenses of management and supervision of a Series Project.

Costs of effecting compliance with any and all governmental permits relating to a Series Project.

Any other "cost" or expense as provided by the Act.
Refinancing Costs. All costs described in (a) through (e) above or otherwise permitted by the Act associated with refinancing or repaying any loan or other debt obligation, of the District.

Section 404.  Disposition  of  Balances   in   Acquisition   and Construction Fund. On the Date of Completion of a Series Project, the balance in the related Series Acquisition and Construction Account not reserved for the

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payment of any remaining part of the Cost of the Series Project shall be transferred by the Trustee to the credit of the Series Redemption Account, and used for the purposes set forth for such Account in the Supplemental Indenture relating to such Series of Bonds.

ARTICLE V
ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
Section 501. Lien. There is hereby irrevocably pledged for the payment of the Bonds of each Series issued hereunder, subject only to the provisions of this Master Indenture and any Supplemental Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in this Master Indenture and any such Supplemental Indenture with respect to each Series of Bonds, the Trust Estate; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Series Trust Estate securing such Series of Bonds, the Pledged Funds and Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and shall not secure any other Bonds or Series of Bonds.

The foregoing pledge shall be valid and binding from and after the date of initial delivery of the Bonds and the proceeds of sale of the Bonds and all the moneys, securities and funds set forth in this Section 501 shall immediately be subject to the lien of the foregoing pledge, which lien is hereby created, without any physical delivery thereof or further act. Such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the District or the Trustee, irrespective of whether such parties have notice thereof. Such lien shall be prior and superior to all other liens now existing or hereafter created.

Section 502. Establishment of Funds. The following funds are hereby established and shall be held by the Trustee:

Acquisition and Construction Fund, and within such Fund there  may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Acquisition and Construction Account and a separate Series Costs of Issuance Account for each Series of Bonds issued hereunder;

Revenue Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Revenue Account for each Series of Bonds issued hereunder;

Debt Service Fund, and within such Fund there m ay be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Debt Service Account and within such Series Debt Service Account,

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a Series Interest Account,
a Series Principal Account,

a Series Sinking Fund Account,

a Series Redemption Account and therein a Series Prepayment Subaccount and a Series Optional Redemption Subaccount, and

a Series Capitalized Interest Account for each such Series of Bonds issued hereunder;
Reserve Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Reserve Account for each such Series of Bonds issued hereunder and any Bonds issued on a parity with any such Series of Bonds hereunder; and

Rebate Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Rebate Account for each such Series of Tax Exempt Bonds issued hereunder.

Notwithstanding the foregoing, the Supplemental Indenture authorizing any Series of Bonds may establish such other Accounts or dispense with the Accounts set forth above as shall be deemed advisable by the District in connection with such Series of Bonds.
Section 503.	Acquisition and Construction Fund.
Deposits. The District shall pay to the Trustee, for deposit into the related Series Acquisition and Construction Account in the Acquisition and Construction Fund, as promptly as practicable, the following amounts received by it:

the amount set forth in the Supplemental Indenture relating to such Series of Bonds;

subject  to  Section  806  hereof,  p ayments  made  to  the  District from the sale, lease or other disposition of the Series Project or any portion thereof;

the balance of insurance proceeds with respect to the loss or destruction of the Series Project or any portion thereof; and

such other amounts as may be provided in a Supplemental Indenture.

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Amounts in such Series Acquisition and  Construction  Account  shall  be applied to the Cost of the Series Project; provided, however, that if any amounts remain in such Series Acquisition and Construction Account after the Date of Completion, and if such amounts are not reserved for  payment  of any  remaining part of the Cost of the Series Project, such amounts shall be  applied in the manner set forth in Section 404 above.
Disbursements. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds, payments from a Series Acquisition and Construction Account shall be paid in accordance  with  the provisions of this subsection (b). Before any such payment shall be made, the  District shall file with the Trustee a requisition in the form of Exhibit A attached hereto, signed by an Authorized Officer.

Upon receipt of each such requisition and accompanymg certificate the Trustee shall promptly withdraw from the Series Acquisition and Construction Account and pay to the person, firm or corporation named in such requisition the amount designated in such requisition. The Trustee shall  have  no  duty  to investigate the accuracy or validity of the items delivered pursuant to this Section 503(b).
Inspection. All requisitions and certificates received by the Trustee pursuant to this Article shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the District, the Consulting Engineer, the Owner of any Bonds of the related Series, and the agents and  representatives thereof.
Completion of Series Project. On the Date of Completion of a Series Project, the balance in the related Series Acquisition and Construction Account not reserved by the District for the payment of any remaining part of the Cost  of acquiring or constructing the Series Project shall be applied in accordance with the provisions of Section 404 hereof.

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Section 504. Revenue Fund. The District hereby covenants and agrees that it will assess, impose, establish and collect the Pledged Revenues with respect to each Series of Bonds in amounts and at times sufficient to pay, when due, the principal  of,  premium,  if any,  and  interest  on  such  Series  of  Bonds.  The  District hereby covenants and agrees to immediately deposit upon receipt of  all  such Pledged Revenues (except Prepayments), when received, into the related Series Revenue Account and to immediately deposit all Prepayments, when received, into the related Series Redemption Account, unless otherwise provided for in the Supplemental Indenture relating to a Series of Bonds.
Section 505.	Debt Service Fund.
Principal, Maturity Amount, Interest and Amortization Installments. On the Business Day preceding each Interest Payment Date on the Bonds, the Trustee shall withdraw from the Series Revenue Account and, from the amount so withdrawn, shall make the following deposits in the following order of priority:

to the related Series Interest Account, an  amount  which, together with other amounts, if any, then on deposit therein, will equal the amount of interest payable on the Bonds of such Series on such Interest Payment Date;
to the related Series Principal Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the principal amount, if any, payable with respect to Serial Bonds of such Series on such I nterest Payment Date;

in each Bond Year m which Term Bonds of such Series  are  subject to mandatory redemption from Amortization Installments, to the related Series Sinking Fund Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the Amortization Installment payable on the Term Bonds of such Series on such Interest Payment Date;

in each Bond Year in which Capital Appreciation Bonds of such Series mature, to the related Series Principal Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the Maturity Amount payable with respect to the Capital Appreciation Bonds of such Series maturing on such Interest Payment Date;
to the Series Reserve Account, an amount, if  any,  which, together with other amounts, if any, then on deposit therein, will equal the Series Reserve Account Requirement; and

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to the Series Rebate Account, the Rebate Amount, if any, required to be deposited therein pursuant to the Supplemental Indenture related to a Series of Tax Exempt Bonds.
Notwithstanding the foregoing, so long as there are moneys on deposit in the related Series Capitalized Interest Account on the date required for any transfer into the Series Interest Account as set forth above, the Trustee shall, prior to making any transfer into the related Series Interest Account from the related Series Revenue Account, transfer to the related Series Interest Account from the related Series Capitalized Interest Account, the lesser of the interest on such Series of Bonds coming due on the next succeeding Interest Payment Date or the amount remaining on deposit in the related Series Capitalized Interest Account.
Disposition of Remaining Amounts on Deposit in Series Revenue Account. The District shall authorize the withdrawal, from time to time, from the Series Revenue Account an amount sufficient to pay the fees and charges of the Trustee, Bond Registrar, and Paying Agent, when due. Subject to the provisions of Section 604 hereof, if (i) the amount on deposit in the Series Interest Account, Series Principal Account, Series Sinking Fund Account and Series Redemption Account in each Bond Year equals the interest payable on the Bonds of such Series in such Bond Year, the principal amount of all Serial Bonds payable in such Bond Year, the Maturity Amount of all Capital Appreciation Bonds due in such Bond Year and the Amortization Installments required to be paid into the Series Sinking Fund Account in such Bond Year, and (ii) any amounts remain in the Series Revenue Account, then such amounts shall, at the written direction of the District, be applied to pay the commissions, fees, costs and any other charges of the Tax Collector and the Property Appraiser or, if such commissions, fees, costs, or other charges have been paid by the District, then to reimburse the District for such payment upon written request of an Authorized Officer. If, after such amounts have been withdrawn, paid and provided for as provided above, any amounts remain in the Series Revenue Account, such amounts shall be disbursed to the District on written request of an Authorized Officer and applied to pay the operating and administrative costs and expenses of the District. After making the payments provided for in this subsection (b), the balance, if any, remaining in the Series Revenue Account shall be retained therein or, at the written direction of an Authorized Officer to the Trustee, transferred into the Series Redemption Account.
Series Reserve Account. Moneys held for the credit of a Series Reserve Account shall be used for the purpose of paying interest or principal or Amortization Installment or Maturity Amount on the Bonds of the related Series whenever amounts on deposit in the Series Debt Service Account shall be insufficient for such purpose.
Series Debt Service Account. Moneys held for the credit of a Series Interest Account, Series Principal Account and Series Sinking Fund Account in a

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Series Debt Service Account shall be withdrawn therefrom by the Trustee and transferred by the Trustee to the Paying Agent in  amounts and at times sufficient to pay, when due, the interest on the Bonds of such Series, the principal of Serial Bonds of such Series, the Maturity Amount of Capital Appreciation Bonds of such Series and the Amortization Installments of Term Bonds of such Series, as the case may be.
Series Redemption Account. Moneys representing Prepayments on deposit in a Series Redemption Account to the full extent of a multiple of an Authorized Denomination shall unless otherwise provided in the Supplemental Indenture relating to such Series of Bonds, be used by the Trustee to redeem Bonds of such Series on the earliest date on which such Bonds are permitted to be called without payment of premium by the terms hereof (including extraordinary or extraordinary mandatory redemption) and of the Supplemental Indenture relating to such Series of Bonds. Such redemption shall be m ade pursuant to the provisions of Article III. The District shall pay all expenses incurred by the Trustee and Paying Agent in connection with such redemption. Moneys other than from Prepayments shall be held and applied in a Series Redemption Account as provided in Section 506(a) hereof.
Payment to the District. When no Bonds of a Series remam Outstanding, and after all expenses and charges herein and in the related Supplemental Indenture required to be paid have been paid as certified to the Trustee in writing by an Authorized Officer, and after all amounts due and owing to the Trustee have been paid in full, the Trustee shall pay any balance in the Accounts for such Series of Bonds to the District upon the written direction of an Authorized Officer, free and clear of any lien and pledge created by this Master Indenture; provided, however, that if an Event of Default has occurred and is continuing in the payment of the principal or Maturity Amount of, or interest or premium on the Bonds of any other Series, the Trustee shall pay over and apply any such excess pro rata (based upon the ratio of the aggregate principal amount of such Series of Bonds to the aggregate principal amount of all Series of Bonds then Outstanding and for which such an Event of Default has occurred and is continuing) to each other Series of Bonds for which such an Event of Default has occurred and is continuing.

Section 506.	Optional Redemption.
Excess Amounts  in  Series  Redemption  Account.  The  Trustee shall, but only at the written direction of an Authorized Officer on or prior to the forty-fifth (45th) day preceding the date of redemption, call for redemption on each Interest Payment Date on which Bonds are subject to optional redemption, from moneys on deposit in a Series Redemption Account such amount of Authorized Denominations of Bonds of such Series then subject to optional redemption as, with the redemption premium, if any, will exhaust such amount as nearly as may be

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practicable. Such redemption shall be made pursuant to the provisions of Article III. The District shall pay all expenses incurred by the Trustee and Paying Agent in connection with such redemption.
Purchase of Bonds of a Series.  The  District  m ay purchase  Bonds of a Series then Outstanding at any time, whether or not such Bonds shall then be subject to redemption, at the most advantageous price obtainable with reasonable diligence, having regard to maturity, option to redeem, rate and price, such price not to exceed the principal of such Bonds plus the amount of the premium, if any, which would be payable on the next redemption date to the Owners of such Bonds under the provisions of this Master Indenture and the Supplemental Indenture pursuant to which such Series of Bonds was issued if such Bonds were called for redemption on such date. Before making each such purchase, the District shall file with the Trustee a statement in writing directing the Trustee to pay the purchase price of the Bonds of such Series so purchased upon their delivery and cancellation, which statement shall set forth a description of such Bonds, the purchase price to be paid therefor, the name of the seller and the place of delivery of the Bonds. The Trustee shall pay the interest accrued on such Bonds to the date of delivery thereof from the related Series Interest Account and the principal portion of the purchase price of Serial Bonds from the related Series Principal Account, but no such purchase shall be made after the Record Date in any Bond Year in which Bonds have been called for redemption. To the extent that insufficient moneys are on deposit in a related Series Interest Account to pay the accrued interest  portion of the purchase price of any Bonds or in a related Series Principal Account to pay the principal am ount of the purchase price of any Serial Bond, the Trustee shall transfer into such Accounts from the related Series Revenue Account sufficient moneys to pay such respective amounts. In the event that there are insufficient moneys on deposit in the related Series Principal Account with w hich to pay the principal portion of the purchase price of any Term Bonds, the Trustee m ay, at the written direction of the District, transfer moneys into such related Series Principal Account from the related Series Revenue Account to pay the principal amount of such purchase price, but only in an amount no greater than the Amortization Installment related to such Series of Bonds coming due in the current Bond Year calculated after giving effect to any other purchases of Term Bonds during such Bond Year. The Trustee may pay the principal portion of the purchase price of Bonds from the related Series Redemption Account, but only upon delivery of written instructions from an Authorized Officer of the District to the Trustee accompanied by a certificate of an Authorized Officer: (A) stating that sufficient moneys are on deposit in the Series Redemption Account to pay the purchase price of such Bonds; (B) setting forth the amounts and maturities of Bonds of such Series which are to be redeemed from such amounts; and (C) containing cash flows which demonstrate that, after giving effect to the purchase of Bonds in the amounts and maturities set forth in clause (B) above, the Pledged Revenues to be received by the District in the current and each succeeding Bond Year will be sufficient to pay the principal, Maturity Amount and Amortization Installments of and interest on all

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Bonds of such Series. The Trustee may pay the principal portion of the purchase price of any Term Bonds from the related Series Principal Account, but only Term Bonds of a maturity having Amortization Installments in the  current Bond Year  and in the principal  amount no  greater than the Amortization Installment related to such Series of Bonds coming due in the current Bond Year (calculated after giving effect to any other purchases of Term Bonds during such Bond Year). The Trustee may pay the principal portion of the purchase price of Term Bonds having maturities different from or in amounts greater than set forth in the next preceding sentence from amounts on deposit in the related Series Principal Account and the Trustee may transfer moneys from the related Series Revenue Account to the related Series Principal Account for such purpose, but only upon delivery of written instructions from an Authorized Officer to the Trustee accompanied by a certificate of an Authorized Officer: (X) stating that sufficient moneys are on deposit in the Series Principal Account, after giving effect to any transfers from the related Series Revenue Account, to pay the principal portion of the purchase price of such Term Bonds; (Y) setting forth the amounts and maturities of Term Bonds of such Series which are to be redeemed from such amounts and the Amortization Installments against which the principal amount of such purchases are to be credited; and (Z) containing cash flows which demonstrate that, after giving effect to the purchase of Term Bonds in the amounts and having the maturities and with the credits against Amortization Installments set forth in clause (Y) above and any transfers from the related Series Revenue Account, the Pledged Revenues to be received by the District in the current and in each succeeding Bond Year will be sufficient to pay the principal, Maturity Amount and Amortization Installments of and interest on all Bonds of such Series. If any Bonds are purchased pursuant to this subsection (b), the principal amount of the Bonds so purchased shall be credited as follows:

if the Bonds are to be purchased from amounts on deposit in the Series Prepayment Subaccount of a Series Redemption Account, against the principal coming due or Amortization Installments set forth in the certificate of the Authorized Officer accompanying the direction of the District to effect such purchase; or

if the Bonds are Term Bonds of a Series, against the Amortization Installments for Bonds of such Series first coming due in the current Bond Year or, if such Term Bonds so purchased are to be credited against Amortization Installments coming due in any succeeding Bond Year, against the Amortization Installments on Term Bonds of such Series maturing on the same date and designated in the certificate of the Authorized Officer accompanying the direction of the District to effect such purchase; or

against the principal or Maturity Amount of Serial Bonds coming due on the maturity date of such Serial Bonds.

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Section 507.	Rebate Fund.
Creation . There is created and established by Section 502 hereof a Rebate Fund, and within the Rebate Fund a Series Rebate Account for each Series of Tax Exempt Bonds. Moneys deposited and held in the Rebate Fund shall not be subject to the pledge of this Master Indenture.
Payment to United States. The Trustee shall  pay  to  the  District upon written request of the District, the Rebate Amount required to be paid to the United States at the times, in the manner and as calculated in accordance with the Supplemental Indenture related to a Series of Tax Exempt Bonds. The Trustee shall have no responsibility for computation of the Rebate Amount and instead the District shall cause the Rebate Amount to be calculated by the Rebate Analyst and shall cause the Rebate Analyst to deliver such computation to the Trustee as provided in the Supplemental Indenture related to a Series of Tax Exempt Bonds but before the date of any required payment of the Rebate Amount to the Internal Revenue Service. The fees of, and expenses incurred by, the Rebate Analyst in computing the Rebate Amount shall be paid by the District, which amount shall be treated as administrative and operating expenses of the District payable or reimbursable from the Series Revenue Account in accordance with Section 505(b) hereof.
Deficiencies. If the Trustee does not have on deposit in the Series Rebate Account sufficient amounts to make the payments required by this Section 507, the District shall pay, from any legally available source, the amount of any such deficiency to the United States as provided in paragraph (b) above.
Survival. The covenants and agreements of the District in this Section 507 and Section 809, and, any additional covenants related to compliance with provisions necessary in order to preserve the exclusion of interest on the Tax Exempt Bonds of a Series from gross income for federal income tax purposes shall survive the defeasance of the Bonds of such Series in accordance with Article XII hereof.

Section 508. Investment of Funds and Accounts. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, moneys held for the credit of the Accounts for such Series of Bonds shall be invested as hereinafter in this Section 508 provided.

Series Acquisition and Construction Account, Series Revenue Account and Series Debt Service Account. Moneys held  for  the  credit  of  a Series Acquisition and Construction Account, a Series Revenue Account, and a
Series Debt Service Account shall, as nearly as may be practicable, be continuously invested and reinvested by the Trustee in Investment Obligations as directed in writing by an Authorized Officer, which Investment Obligations shall mature, or

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shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates, as estimated by an Authorized Officer, when moneys held for the credit of each such Account will be required for the purposes intended.
Series Reserve Account. Moneys held for the credit of a Series Reserve Account shall be continuously invested and reinvested by the Trustee in Investment Obligations as directed in writing by an Authorized Officer.
Investment Obligations  as a Part of Funds and Accounts. Investment Obligations purchased as an investment of moneys in any Fund or Account shall be deemed at all times to be a part of such Fund or Account, and the interest accruing thereon and profit realized from such investment shall be credited as provided in Section 510 hereof. Any loss resulting from such investment shall be charged to such Fund or Account. The foregoing notwithstanding, for purposes of investment and to the extent permitted by law, amounts on deposit in any Fund or Account may be commingled for purposes of investment, provided adequate care is taken to account for such amounts in accordance with the prior sentence. The Trustee may, upon the written direction of an Authorized Officer, transfer investments within such Funds or Accounts without being required to sell such investments. The Trustee shall sell at the best price obtainable or present for redemption any obligations so purchased whenever it shall be necessary so to do in order to provide moneys to meet any payment or transfer from any such Fund or Account. The Trustee shall not be liable or responsible for any loss resulting from any such investment or for failure to make an investment (except failure to make an investment in accordance with the written direction of an Authorized Officer) or for failure to achieve the maximum possible earnings on investments. The Trustee shall have no obligation to invest funds without written direction from an Authorized Officer.
Valuation. In computing the value of the assets of any Fund or Account, investments and earnings thereon shall be deemed a part thereof. The Trustee shall value the assets in each of the Funds and Accounts established hereunder as of September 30 of each Fiscal Year, and as soon as practicable after each such valuation date (but no later than ten (1 0) days after each such valuation date) shall provide the District a report of the status of each Fund and Account as of the valuation date. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder, with the exception of a Series Reserve Account, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the Redemption Price thereof, to the extent that any such obligation is then redeemable at the option of the holder. For the purpose of determining the amount on deposit to the credit of a Series Reserve Account, obligations in which money in such Account shall have been invested shall be valued at par, if purchased at par, or at amortized cost, if purchased at other than

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par, plus, in each case, accrued interest. Amortized cost, when used with respect to an obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase; and (i) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (ii) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price.

Section 509.  Deficiencies  and  Surpluses   in   Funds   and  Accounts. For purposes of this Section 509, (a) a "deficiency" shall mean, in the case of a Series Reserve Account, that the amount on deposit therein is less than the Series Reserve Account Requirement (but only after the Bond Year in which the amount on deposit therein first equals the Series Reserve Account Requirement), and (b) a "surplus" shall mean in the case of a Series Reserve Account, that the amount on deposit therein is in excess of the applicable Series Reserve Account Requirement.

At the time of any withdrawal from a  Series Reserve Account that results in  a deficiency therein, the Trustee shall promptly notify the District of the amount of any such deficiency and the Trustee shall withdraw the amount of such deficiency from the related Series Revenue Account and, if amounts on deposit therein are insufficient therefor, the District shall pay the amount of such deficiency to the Trustee, for deposit in such Series Reserve Account, from the first legally available sources of the District.

The Trustee, as of the close of business on the last Business Day in each Bond Year, after taking into account all payments and transfers made as of such date, shall compute, in the manner set forth in Section 508(d), the value of the Series Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such Series Reserve Account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in the Series Reserve Account, from any legally available sources of the District. The Trustee, as soon as practicable after such computation, shall deposit any surplus, at the direction of an Authorized Officer, to the credit of the Series Redemption Account or the Series Principal Account, or as otherwise provided in the related Supplemental Indenture.
Section 510. Investment Income. Unless otherwise provided in a Supplemental Indenture, earnings on Investments in a Series Acquisition and Construction Account, a Series Interest Account and a Series Revenue Account shall be deposited, as realized, to the credit of such Account and used for the purpose of such Account. Unless otherwise provided in a Supplemental Indenture, earnings on investments in a Series Principal Account and Redemption Account shall be

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deposited, as realized, to the credit of such Series Interest Account and used for the purpose of such Account.

Earnings on investments in a Series Reserve Account shall unless otherwise provided in a Supplemental Indenture be disposed of as follows: 

if there was no deficiency (as defined in Section 509 above) in the  Series Reserve Account as of the most recent date  on which amounts on deposit in the Series Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series Reserve Account since such date, then earnings on investments in the Series Reserve Account shall be deposited to the Series Revenue Account.

if there was a deficiency (as defined in Section 509 above) in the Series Reserve Account as of the most recent date on which amounts on deposit in  the Series Reserve Account were valued by the Trustee, or if after  such  date withdrawals have been made from the Series Reserve Account  and have  created such a deficiency, then earnings on investments in the Series Reserve Account shall be deposited to the Series Reserve Account until the amount on deposit  therein equals the Series Reserve Account Requirement and thereafter shall be deposited to the Series Revenue Account.
Section 511. Cancellation of Bonds. All Bonds paid, redeemed or purchased, either at or before maturity, shall be canceled upon the payment, redemption or purchase of such Bonds. All Bonds canceled under any of the provisions of this Master I ndenture shall be destroyed by the Paying Agent, which shall upon request of the District execute a certificate in duplicate describing  the Bonds so destroyed. O ne executed certificate shall be filed with the Trustee and the other executed certificate shall be retained by the Paying Agent.

ARTICLE VI CONCERNING THE TRUSTEE

Section 601. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in  this Article, to all of which the parties hereto and the Owners agree. The Trustee shall have only those duties expressly set forth herein, and no duties  shall  be implied against the Trustee.
Section 602. No Responsibility for Recitals. The recitals,  statements and representations in this Master Indenture, in any Supplemental Indenture or in the Bonds, save only the Trustee's authentication certificate, if any,  upon  the Bonds, have been made by the District and not by  the  Trustee,  and the  Trustee shall be under no responsibility for the correctness thereof.

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Section 603. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Gross Negligence. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of counsel concerning all questions hereunder, and the Trustee shall not be answerable for the default or misconduct of any attorney, agent or employee selected by it with reasonable care. In performance of its duties hereunder, the Trustee may rely on the advice of counsel and shall not be held liable for actions taken in reliance on the advice of counsel. The Trustee shall not be answerable for the exercise of any discretion or power under this Master Indenture or any Supplemental Indenture nor for anything whatsoever in connection with the trust hereunder, except only its own gross negligence or willful misconduct.

Section 604. Compensation and Indemnity. The District shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, including the reasonable fees and expenses of Trustee's counsel, and to the extent permitted under State law shall indemnify the Trustee and hold the Trustee harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder except with respect to its own negligence or misconduct. The Trustee shall have no duty in connection with its responsibilities hereunder to advance its own funds nor shall the Trustee have any duty to take any action hereunder without first having received indemnification satisfactory to it.  If the District defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys received or held by the Trustee under this Master Indenture or any Supplemental Indenture and payable to the District other than moneys from a Credit Facility or Liquidity Facility. This provision shall survive termination of this Master Indenture and any Supplemental Indenture, and as to any Trustee, its resignation or removal thereof. As security for the foregoing, the District hereby grants to the Trustee a security interest in and to the amounts of deposit in all Series Funds and Accounts (other than the Rebate Fund) thereby, in effect, granting the Trustee a first charge against these moneys following an Event of Default for its fees and expenses (including legal counsel and default administration costs and expenses), subordinate and inferior to the security interest granted to the Owners of the Bonds from time to time secured thereby, but nevertheless payable in the order of priority as set forth in Section 905(a) upon the occurrence of an Event of Default.
Section 605. No Duty to Renew Insurance.  The Trustee shall be under no duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the District to require or effect or renew insurance or to report or file claims of loss thereunder.

Section 606. Notice  of  Default;  Right  to  Investigate.  The  Trustee  shall give written notice, as soon as practicable, by first-class mail to registered Owners of Bonds of all defaults of which the Trustee has actual knowledge, unless

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such defaults have been remedied (the term "defaults" for purposes of this Section 606 and Section 607 being defined to include the events specified as "Events of Default"  in  Section  902  hereof,  but  not  including  any  notice  or  periods  of  grace provided for therein) or if the Trustee, based upon the advice of counsel upon which the Trustee is entitled to rely, determines that the giving of such notice is not in the best interests of the Owners of the Bonds. The Trustee will be deemed to have actual knowledge of any payment default under this Master Indenture or under any Supplemental Indenture and after receipt of written notice thereof by a Credit Facility issuer or Liquidity Facility issuer of a default under its respective reimbursement agreement, but shall not be deemed to have actual knowledge of any other default unless notified in writing of such  default by the  Owners of at least  25% in aggregate principal amount of the Bonds then Outstanding. The Trustee may, however, at any time require of the District full information as to the performance of any covenant hereunder; and if information satisfactory to it is not forthcoming, the Trustee m ay make or cause to be made, at the expense of the District, an investigation into the affairs of the District.

Section 607. Obligation to Act on Default. Before taking any action  under this Master Indenture or any Supplemental Indenture in respect of an Event of Default, the Trustee may require that a satisfactory indem nity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability resulting from its own gross  negligence  or  willful misconduct in connection with any such action.

Section 608. Reliance by Trustee. The Trustee may act on any requisition, resolution, notice, telegram, request, consent, waiver, opm10n, certificate, statement, affidavit, voucher, bond, or other paper or document or telephone message which it in good faith believes to be genuine and to have been passed, signed or given by the proper persons or to have been prepared and furnished pursuant to any of the provisions of this Master Indenture or any Supplemental Indenture, and the Trustee shall be under no duty to m ake any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.

Section 609. Trustee May Deal in Bonds. The Trustee may in  good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owners may be entitled to take with like effect as if the Trustee were not a party to  this Master Indenture or any Supplemental Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the District.

Section 610. Construction of Ambiguous Provision. The Trustee m ay construe any ambiguous or inconsistent provisions of this Master Indenture or any Supplemental Indenture and any construction by the Trustee shall be binding upon

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the Owners. The Trustee shall give prompt written notice to the District of any intention to make such construal.

Section 611. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Master Indenture by written resignation filed with the Secretary of the District not less than sixty (60) days before the date when such resignation is to take effect; provided that notice of such resignation shall be sent by first-class mail to each Owner as its name and address appears on the Bond Register and to any Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer, at least sixty (60) days before the resignation is to take effect. Such resignation shall take effect on the day specified in the Trustee's notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within sixty (60) days after the Trustee has given its notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has been duly appointed.

Section 612. Removal  of  Trustee.   Any  Trustee  hereunder  may  be removed at any time by an instrument appointing a successor to the Trustee so removed, upon application of the District; provided, however, that if an Event of Default has occurred hereunder and is continuing with respect to a Series of Bonds, then the Trustee hereunder may be removed only by an instrument appointing a successor to the Trustee so removed executed by the Majority Owners of the Series of Bonds as to which such Event of Default exists and filed with the Trustee and the District.

The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Master Indenture or any Supplemental Indenture with respect to the duties and obligations of the Trustee, by any court of competent jurisdiction upon the application of the District; provided that no Event of Default has occurred hereunder and is continuing, or upon the application of the Owners of not less than 20% in aggregate principal amount of the Bonds then Outstanding.

Section 613. Appointment of Successor Trustee. If the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the District shall appoint a successor and shall mail notice of such appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first­ class mail to each Owner as its name and address appears on the Bond Register, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any

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Liquidity Facility issuer; provided, however, that the District shall not appoint a successor Trustee if an Event of Default has occurred and is continuing, unless the District shall have received the prior written consent, which consent shall not be unreasonably withheld, of any Credit Facility issuer and any Liquidity Facility issuer, to the appointment of such successor Trustee. If an Event of Default has occurred hereunder and is continuing and the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and a successor may be appointed by any court of competent jurisdiction upon the application of the Owners of not less than twenty percent (20%) in aggregate principal amount of the Bonds then Outstanding and such successor Trustee shall mail notice of its appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first­ class mail to each Owner as its name and address appears on the Bond Registrar, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer.
Section 614. Qualification of Successor Trustee. A successor Trustee shall be a national bank with trust powers or a bank or trust company with trust powers, having a combined net capital and surplus of at least $50, 000, 000.
Section 615. Instruments of Succession. Except as provided in Section 616 hereof, any successor Trustee shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. After withholding from the funds on hand any amounts owed to itself hereunder, the Trustee ceasing to act hereunder shall pay over to the successor Trustee all moneys held by it hereunder; and the Trustee ceasing to act and the District shall execute and deliver an instrument or instruments transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the Trustee ceasing to act except for the rights granted under Section 604 hereof. The successor Trustee shall mail notice of its appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first­ class mail to each Owner as its name and address appears on the Bond Registrar, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer.
Section 616. Merger of Trustee. Any corporation into  which  any  Trustee hereunder may be merged or with which it may be consolidated or into which all or substantially all of its corporate trust assets shall be sold or its operations conveyed, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, shall be the successor Trustee under this Master Indenture, without the execution or filing of any paper or any

further act on the part of the parties thereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 614 hereof,  and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article VI.

Section 617. Resignation of Paying Agent  or  Bond  Registrar.  The  Paying Agent or Bond Registrar m ay resign and be discharged of the duties created by this Master Indenture by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the District and the Trustee not less than sixty (60) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of such resignation mailed not less than sixty (60) days prior to such resignation date to each Owner as its name and address appear on the registration books of the District maintained by the Bond Registrar. Such resignation shall take effect on the date specified in such notice, unless a successor Paying Agent or Bond Registrar is previously appointed in which event such resignation shall take effect immediately upon the appointment of such successor Paying Agent or Bond Registrar. If the successor Paying Agent or Bond Registrar shall not have been appointed within a period of sixty (60) days following the giving of notice, then the Trustee may appoint a successor Paying Agent or Bond Registrar as provided in Section 619 hereof.
Section 618. Removal of  Paying  Agent  or  Bond  Registrar.  The Paying Agent or Bond Registrar may be removed at any time prior to any Event of Default by the District by filing with the Paying Agent or Bond Registrar to be removed and the Trustee, an instrument or instruments in writing executed by an Authorized Officer appointing a successor. Such removal shall be effective thirty
days after delivery of the instrument (or such longer period as may be set forth in such instrument); provided, however, that no such removal shall be effective until the successor Paying Agent or Bond Registrar appointed hereunder shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder.
Section 619. Appointment of Successor  Paying  Agent  or  Bond Registrar. In case at any time the Paying Agent or Bond Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy,  or for any other reason,  then a  vacancy  shall forthwith and ipso  facto
exist in the office of the Paying Agent or Bond Registrar, as the case may be, and a successor shall be appointed by the District; and in case at any time the Paying Agent or Bond Registrar shall resign, then a successor shall be appointed by the District. Upon any such appointment, the District shall give written notice of such appointment to the predecessor Paying Agent or Bond Registrar, the successor Paying Agent  or  Bond Registrar,  the  Trustee  and  all  Owners. Any  new Paying

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Agent or Bond Registrar so appointed shall immediately and without further act supersede the predecessor Paying Agent or Bond Registrar.
Section 620. Qualifications of Successor Paying  Agent  or  Bond Registrar. Every successor Paying Agent or Bond Registrar shall (a) be a commercial bank or trust company duly organized under the laws of the United States or any state or territory thereof,  authorized by law to perform all the  duties imposed upon it by this Master Indenture, and capable of meeting its obligations hereunder, and (b) have a combined net capital and surplus of at least $50,000,000.

Section 621. Acceptance of Duties   by   Successor  Paying  Agent  or  Bond Registrar. Except as provided in Section 622 hereof, any successor Paying Agent or Bond Registrar appointed hereunder shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent or Bond Registrar, without any further act,
deed or conveyance, shall become duly vested with all the estates property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Bond Registrar herein. Upon request of such Paying Agent or Bond Registrar, such predecessor Paying Agent or Bond Registrar and the District shall execute and deliver an instrument transferring to such successor Paying Agent or Bond Registrar all the estates, property, rights and powers hereunder of such predecessor Paying Agent or Bond Registrar and such predecessor Paying Agent or Bond Registrar shall pay over and deliver to the successor Paying Agent or Bond Registrar all moneys and other assets at the time held by it hereunder.

Section 622.  Successor  by  Merger  or  Consolidation.  Any  corporation into which any Paying Agent or Bond Registrar hereunder may be merged or converted or with which it m ay be consolidated or into which substantially all of its corporate trust assets shall be sold or otherwise conveyed, or any corporation resulting from any merger or consolidation to which any Paying Agent or Bond Registrar hereunder shall be a party, shall be the successor Paying Agent or Bond Registrar under this Master Indenture without the execution or filing of any paper or any further act on the part of the parties hereto, anything in this Master Indenture to the contrary notwithstanding.
Section 623.  Brokerage  Statements.   The  District  acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive individual confirmations of security transactions at no additional cost, as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the District periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

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Section 624. Patriot Act Requirements of the Trustee. To help the government fight the funding of terrorism 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 entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

ARTICLE VII
FUNDS CONSTITUTE TRUST FUNDS
Section 701. Trust Funds. Subject to the provisions of Section 604 and Section 905(a) hereof, all amounts on deposit in Funds or Accounts for the benefit of a Series of Bonds shall:
be used only for the purposes and in the manner herein and in the Supplemental Indenture relating to such Series of Bonds provided and, pending such application, be held by the Trustee in trust for the benefit of the Owners of such Series of Bonds;
be irrevocably pledged to the payment of such Series of Bonds, except for amounts on deposit in the Series Rebate Account in the Rebate Fund;
be held and accounted for separate and apart from all other Funds and Accounts, including Accounts of other Series of Bonds, and other funds and accounts of the Trustee and the District;
until applied for the purposes provided herein, be subject to a first lien in favor of the Owners of such Series of Bonds and any parity obligations to issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds, which lien is hereby created, prior and superior to all other liens now existing or hereafter created, and, to a second lien in favor of the Trustee, as security for the reasonable compensation for the services of the Trustee hereunder, and also all its reasonable expenses and disbursements, including the reasonable fees and expenses of Trustee's counsel, subordinate and inferior to the security interest granted to the Owners of such Series of Bonds and any parity obligations to issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds, but nevertheless payable in the order of priority as set forth in Section 905(a) hereof upon the occurrence of an Event of Default; and
shall not be subject to lien or attachment by any creditor of the Trustee or any creditor of the D istrict or any other Series of Bonds other than the Owners of

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such Series of Bonds and the issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds.

ARTI CLE VIII
COVENANTS AND AGREEMENTS OF THE DISTRICT
Section 801. Payment of Bonds.  The  District  shall  duly  and punctually pay or cause to be paid, but only from the Series Trust Estate with respect to each Series of Bonds, Debt Service on the dates, at the places, and in the amounts stated herein, in any Supplemental Indenture, and in the Bonds of such Series.
Section 802. Extension of Payment of Bonds. Except as provided in Section  901  hereof,  the  District  shall not directly or indirectly extend the time for p ayment of the interest on any Bonds. The time for payment of Bonds of any Series shall be the time prescribed in the Supplemental Indenture relating to such Series of Bonds.
Section  803.  Further Assurance.  At any  and all times the District shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, moneys, securities and funds hereby pledged or assigned, or intended so to be, or which the District may become bound to pledge or assign after the date of execution of this Master Indenture.
Section 804. Power to Issue Bonds and Create a  Lien.  The  District hereby represents to the Trustee and to the Owners that it is and will be duly authorized under all applicable laws to issue the Bonds of each Series, to execute this Master Indenture, to adopt Supplemental Indentures, and to pledge its moneys, securities and funds in the manner and to the extent provided herein. Except as provided herein, the District hereby represents that such moneys, securities and funds of the District are and will be free and clear of any pledge, lien, charge or encumbrance thereon and all action on the part of the District to that end has been and will be duly and validly taken. The Bonds of each Series, this Master Indenture and any Supplemental Indenture are and will be the valid and legally enforceable obligations of the District, enforceable in accordance with their terms except to the extent that enforcement thereof may be subject to bankruptcy and other similar laws affecting creditors' rights generally. The District shall at all times,  to  the extent permitted by law, defend, preserve and protect the pledge and lien created by this Master Indenture and all the rights of the Owners hereunder against all claims and demands of all other persons whomsoever.

Section 805. Power to Undertake Series Projects  and  to  Collect Pledged Revenues. The District has or will have upon the date of issuance of

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each Series of Bonds, and will have so long as any Bonds are Outstanding, good right and lawful power: (a) to undertake the Series Projects, or it will take such action on its part required which it deems reasonable in order to obtain licenses, orders, permits or other authorizations, if any, from any agency or regulatory body having lawful jurisdiction which must be obtained in order to undertake such Series Project; and (b) to fix, levy and collect or cause to be collected any and all Pledged Revenues.
Section 806. Sale of Series  Proje cts.  The  District covenants that,  until such time as there are no Bonds of a Series Outstanding, it will not sell, lease or otherwise dispose of or encumber the related Series Project or any part thereof other than as provided herein. The District may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments, or other movable property acquired by the District in connection with a Series Project, or any materials used in connection therewith, if the District shall determine that such articles are no longer needed or are no longer useful in connection with the acquisition, construction, operation or maintenance of a Series Project, and the proceeds thereof m ay be applied to the replacement of the properties so sold or disposed of and, if not so applied, shall be deposited to the credit of the related Series Acquisition and Construction Account or, after the Date of Completion of the Series Project, shall be applied as provided in the corresponding Supplemental Indenture. The District may from time to time sell or lease such other property forming part of a Series Project which it m ay determine is not needed or serves no useful purpose in connection with the maintenance and operation of such Series Project, if the Consulting Engineer shall in writing approve such sale or lease; the proceeds of any such sale shall be disposed of as hereinabove provided for the proceeds of the sale or disposal of movable property. The proceeds of any lease as described above shall be applied as provided in the corresponding Supplemental Indenture.

Notwithstanding the foregoing, the District m ay: (a) dispose of all or any part of a Series Project, other than a Series Project the revenues to be derived from the operation of which are pledged to a Series of Bonds, by gift or dedication thereof to any unit of local government, or to the State or any agency or instrumentality of either of the foregoing or the United States Government; and/or (b) impose, declare or grant title to or interests in the Series Project or a portion or portions thereof in order to create ingress and egress rights and public and private utility easements as the District may deem necessary or desirable for the development, use and occupancy of the property within the District; and/or (c) impose or declare covenants, conditions and restrictions pertaining to the use, occupancy and operation of the Series Projects.
Section 807. Completion and Maintenance  of Series  Projects.  The  District shall complete the acquisition and construction of a Series Project with all practical dispatch and in a sound and economical manner. So long as any Series Project is owned by the District, the District shall maintain, preserve and keep the

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same or cause the same to be maintained, preserved and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or cause to be made, all necessary and proper repairs, replacements and renewals so that at all times the operation thereof may be properly and advantageously conducted.
Section 808.	Accounts  and Reports.
Annual Report. The District shall, within thirty  (30)  days  of receipt and approval by the District, so long as any Bonds are Outstanding, deliver to each Requesting Owner (hereinafter defined), and otherwise as provided by law, a copy of its annual audit for such year, accompanied by an Accountant's Certificate, including (i) statements in reasonable detail of its financial condition as of the end of such Fiscal Year and income and expenses for such Fiscal Year, and (ii) statements of all receipts and disbursements of the Pledged Revenues of each Series of Bonds (unless the Pledged Revenues of such Series are remitted directly to the Trustee).  The  Trustee  shall,  within  ninety (90) days  after the close  of each Fiscal Year so long as any Bonds are Outstanding, file with the District a summ ary with respect to each Fund and Account of the deposits thereto and disbursements therefrom during such Fiscal Year and the amounts held therein at the end of such Fiscal Year, or at the option of the Trustee, such summ ary can be made on a monthly basis. For purposes of the foregoing, the term "Requesting Owner" shall mean the Owner (or Beneficial Owner in the case of book-entry Bonds) of more than
$1,000,000 aggregate principal amount of any Series of Bonds who requests such information in writing to the District.
No Default Certificate. The District shall file with  the  Trustee,  so long as any Bonds are Outstanding, a certificate of an Authorized Officer upon the occurrence  of  an  Event  of  Default  as  described  in  Section   902(g)  hereof,   such certificate to contain a description of the nature of such Event of  Default  and actions taken or to be taken to remedy such Event of Default.
Inspection . The reports, statements and other documents required to be furnished by the District to the Trustee and by the Trustee to the District pursuant to any provisions hereof shall be available for inspection by any Owner at the designated corporate trust office of the Trustee upon the giving of at least five
(5) days advance written notice to the Trustee.

Reports  Pursuant  to   Uniform   Special  District   Accountability Act of 1989. The District covenants and agrees that it will comply with the provisions of Chapter 189.01 et seq., Florida Statutes, the Uniform Special District Accountability Act of 1989, to the extent applicable to the District, including any reporting requirements contained therein which are applicable to the District. The District may contract with a service provider selected by the District to ensure such compliance.

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Section 809. Arbitrage and Other Tax Covenants. The District hereby covenants that it will not take any action, and will not fail to take any action, which action or failure would cause the Tax Exempt Bonds to become "arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986. The District further covenants that it will take all such actions after delivery of any Tax Exempt Bonds as may be required in order for interest on such Tax Exempt Bonds to remain excludable from gross income (as defined in Section 61 of the Internal Revenue Code of 1986) of the Owners. Without limiting the generality of the foregoing, the District hereby covenants that it will to the extent not remitted by the Trustee from funds held in the Rebate Account, remit to the United States the Rebate Amount at the time and place required by this Master Indenture, any Supplemental Indenture, and the Tax Regulatory Covenants.
Section 810.  Enforcement  of  Payment   of  Assessment.  The  District will assess, levy, collect or cause to be collected and enforce the payment of Assessments, Benefit Special Assessments, and/or any other sources which  constitute Pledged Revenues for the payment of any Series of Bonds in the manner prescribed by this Master Indenture, any Supplemental Indenture and all resolutions, ordinances or laws thereunto appertaining at times and in amounts as shall be necessary in order to pay, when due, the principal of and interest on the Series of Bonds to which such Pledged Revenues are pledged, and to pay or cause to be paid the proceeds of such Assessments as received to the Trustee in accordance with the provisions hereof.
Section 811. Method  of  Collection  of  Assessments   and   Benefit Special Assessments. The District shall levy and collect Assessments and Benefit Special Assessments in accordance with applicable State law.
Section 812. Delinquent Assessments. If the owner of any lot or parcel of land shall be delinquent in the payment of any Assessment or Benefit Special Assessment, pledged to a Series of Bonds, then such Assessment or Benefit Special Assessments, shall be enforced in accordance with the provisions of Chapters 170 and/or 197, Florida Statutes, including but not limited to the sale of tax certificates and tax deeds as regards such Delinquent Assessment. In the event the provisions of Chapter 197, Florida Statutes, are inapplicable or unavailable, then upon the delinquency of any Assessment or Benefit Special Assessment, the District either on its own behalf, or through the actions of the Trustee may, and shall, if so directed in writing by the Majority Owners of the Bonds of such Series then Outstanding, declare the entire unpaid balance of such Assessment or Benefit Special Assessment, to be in default and, at its own expense, cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, and Sections 190.026 and/or 170. 10, Florida Statutes, or otherwise as provided by law. The District further covenants to furnish, at its expense, to any Owner of Bonds of the related Series so requesting, sixty (60) days after the due date of each
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annual installment, a list of all Delinquent Assessments together with a copy of the District's annual audit, and a list of foreclosure actions currently in progress and  the current status of such Delinquent Assessments .
Section  813.  Deposit  of  Proceeds  from  Sale   of  Tax   Certificates.  If any tax certificates relating to Delinquent Assessments which are pledged to a Series of Bonds are sold by the Tax Collector pursuant to the provisions of Section 197 .432, Florida Statutes, or if any such tax certificates are not sold but are later redeemed, the proceeds of such sale or redemption (to the extent that such proceeds relate to the Delinquent Assessments), less any commission or other charges retained by the Tax Collector, shall, if paid by the Tax Collector to the District, be paid by the District to the Trustee not later than five (5) Business Days following receipt of such proceeds by the District and shall be deposited by the Trustee to the credit of the related Series Revenue Account.
Section 814. Sale of  Tax  Deed   or  Foreclosure  of  Assessment  or Benefit Special Assessment Lien. If any property shall be offered for sale for the nonpayment of any Assessment or Benefit Special Assessment, which is pledged to a Series of Bonds, and no person or persons shall purchase such property for an amount less than or equal to the full amount due on the Assessments or Benefit
Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount equal to the balance due on the Assessments or Benefit Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special purpose entity title to the property for the benefit of the Owners  of the Series of Bonds to which such Assessments or Benefit Special Assessments were pledged; provided that the Trustee shall have the right, acting at the  direction of the Majority Owners of the applicable Series of Bonds secured by such Assessment or Benefit Special Assessment, but shall not be obligated, to direct the District with respect to any action taken pursuant to this paragraph. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power to lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the related Series Revenue Account. Not less than ten (10) days prior to the filing of any foreclosure action as herein provided,  the District shall cause written notice thereof to be mailed to any designated agents of the Owners of the related Series of Bonds. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the District, it  shall  give written notice thereof to such representatives. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for the listing for sale of property acquired by it as trustee for the benefit of the Owners of the related Series of Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners of the Bonds of such Series then Outstanding.

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Section 815.   Other   Obligations   Payable   from   Assessments  or Benefit Special Assessments. The District will not issue or incur any obligations payable from the proceeds of Assessments or Benefit Special Assessments securing a Series of Bonds nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon such Assessments or Benefit Special Assessments other than the lien of any Subordinate Debt except for fees,
commissions, costs, and other charges payable to the Property Appraiser or to the Tax Collector pursuant to State law.
Section 816. Re-Assessments. If any Assessment or Benefit Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or the District shall be satisfied that any such Assessment or Benefit Special Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Assessment or Benefit Special Assessment when it might have done so, the District shall either: (a) take all necessary steps to cause a new Assessment or Benefit Special Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement; or (b) in its sole discretion, make up the amount of such Assessment or Benefit Special Assessment from legally available moneys, which moneys shall be deposited into the related Series Revenue Account. In case any such subsequent Assessment or Benefit Special Assessment shall also be annulled, the District shall obtain and make other Assessments or Benefit Special Assessments until a valid Assessment or Benefit Special Assessment shall be made.
Section 817. General. The District shall do  and perform  or  cause to  be done and performed all acts and things required to be done or performed by or on behalf of the District under law and this Master Indenture, in accordance with the terms of such provisions.

Upon the date of issuance of each Series of Bonds, all conditions, acts and things required by law and this Master Indenture and any Supplemental Indenture to exist, to have happened and to have been performed precedent to and in the issuance of such Series of Bonds shall exist, have happened and have been performed and upon issuance, such Series of Bonds shall be within every debt and other limit prescribed by the laws of the State applicable to the District.

The District shall not enter into any contract or take any action by which the rights of the Trustee or the Owners may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Master Indenture and any Supplemental Indenture. For so long as any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the District shall maintain its corporate existence as a local unit of special purpose government under the Act and shall provide for or otherwise require all Series Projects, and all parts thereof owned by the District to be (a) continuously operated, repaired, improved and maintained as

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shall be necessary to provide adequate service to the lands benefited thereby, and
in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.

Section 818. Continuing Disclosure. The District covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Master Indenture or any Supplemental Indenture, failure of the District or any other obligated person to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default hereunder; however, the Trustee may (and, at the request of any participating underwriter or the Owners of at least 25% aggregate principal amount of Bonds of a Series then Outstanding and receipt of indemnity to its satisfaction, shall) or any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the District to comply with its obligations under this Section 818. For purposes of this Section, "Beneficial Owner" means 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 intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES

Section  901.   Extension of Interest  Payment.   If the  time for payment of interest of a Bond of any Series shall be extended, whether or not such extension be by or with the consent of the District, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Master Indenture unless the aggregate principal amount of such Bonds then Outstanding and of all accrued interest the time for payment of which shall not have been extended, shall have previously been paid in full.

Section 902. Events of Default. Each of the following events is hereby declared an Event of Default with respect to a Series of Bonds, but no other Series of Bonds unless otherwise provided in the Supplemental Indenture relating to such Series:

Any payment of Debt Service on such Series of Bonds 1s not made when due;

The District shall for any reason be rendered incapable of fulfilling its obligations hereunder or under the Supplemental Indenture relating to such Series of Bonds;

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The District admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the related Series Project;

The District is adjudged insolvent by a court of competent jurisdiction, or is adjudged bankrupt on a petition in bankruptcy filed against the District, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the District, a  receiver or trustee  of the  District or of the whole or any part of its property and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof;

The District shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;

Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District's assets  or  any  part  thereof,  and  such  custody  or  control  shall  not  be  terminated within ninety (90) days from the date of assumption of such custody or control;

Any portion of the Assessments pledged to a Series of Bonds shall have become  Delinquent Assessments  and,  as the result thereof,  the Indenture provides for the Trustee to withdraw funds in an amount greater than twenty-five percent (25%) of the amount on deposit in a Series Reserve Account to pay Debt Service on the corresponding Series of Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners,  actually  withdraw  such funds  from the Series Reserve Account to pay Debt Service on the corresponding Series of Bonds);

The District shall default in the due and punctual performance of any  of the material covenants, conditions, agreements and provisions contained in the Bonds of such Series or in this Master Indenture or in the Supplemental Indenture relating to such Series of Bonds on the part of the District to be performed (other than a default in the payment of Debt Service on the related Series of Bonds when due, which is an Event of Default under subsection (a) above) and such default shall continue for thirty (30) days after written notice specifying such default  and requiring the same to be remedied shall have been given to the District by the Trustee or, if the Trustee is unwilling or unable to act, by Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds of such Series then Outstanding and affected by such default; and

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More than twenty percent (20%) of the Operation and Maintenance Assessments levied by the District on tax parcels subject to Assessments pledged to  a Series of Bonds are not paid by the date such are due and payable.
Section 903. Acceleration of Maturities of Bonds of a Series Under Certain  Circumstances.   Upon the happening and continuance  of any Event of
Default specified in clauses (a) through (i) of Section 902 above with respect to  a Series of Bonds, the Trustee shall, upon written direction of the Majority Owners of the Bonds of such Series then Outstanding, by a notice in writing to the District, declare the aggregate principal amount of all of the Bonds of such Series then Outstanding (if not then due and payable) to be due and payable immediately and, upon such declaration, the same shall become and be immediately due and payable, anything contained in the Bonds of such Series or in this Master Indenture or in the Supplemental Indenture authorizing such Series of Bonds to the contrary notwithstanding; provided, however, that no such declaration of acceleration shall occur  in the  case of Bonds of a  Series  secured by Assessments,  except to the extent
	that the Assessments have been accelerated and are currently due and payable in accordance with applicable law; and provided further, however, that if at any time after the aggregate principal amount of the Bonds of any Series then Outstanding shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Master Indenture or the related Supplemental Indenture, moneys shall have accumulated in the related Series Revenue Account sufficient to pay  the principal of all matured Bonds of such Series  and all  arrears  of interest,  if any,  upon all Bonds of such Series then Outstanding (except the aggregate principal  amount  of  any Bonds of such Series then Outstanding that is only due because  of a  declaration under this Section 903, and except for the interest accrued on  the  Bonds  of such Series since the last Interest Payment Date), and all amounts then payable by the District hereunder shall have been paid or a sum sufficient to pay the  same shall  have been deposited with the Paying Agent, and every other default (other than a default in the payment of the aggregate principal amount of the  Bonds  of  such Series then Outstanding that is due only because of a declaration under this Section 903) shall have been remedied, then the Trustee or, if the Trustee is unable or unwilling to act, the Majority Owners of such Series of Bonds then Outstanding not then due except by virtue of a declaration under this Section 903, may, by written notice to the District,  rescind and annul such declaration and its consequences, but  no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.
Section 904. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Section 902 above with respect to a Series of Bonds, the Trustee may protect and enforce the rights of the Owners of the Bonds of such Series under State law, and under this Master Indenture, the related Supplemental Indenture and the Bonds of such Series, by such proceedings in

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equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein or in the related Supplemental Indenture granted or for the enforcement of any proper legal or equitable remedy, as the Trustee shall deem  most effectual to  protect and enforce such rights.
The Majority Owners of the Bonds of such Series then Outstanding shall, subject to the requirements of Section 607, have the right, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings by the  Trustee  hereunder, provided that such directions shall not be in conflict with any rule of law or  this Master Indenture and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the  Trustee  would  be  unduly  prejudicial  to the rights of the Owners of such Series of Bonds not parties to  such  direction  or would subject the Trustee to personal liability or expense. Notwithstanding the foregoing, the Trustee shall have the right to select and retain legal counsel of its choosing to represent it in any such proceedings. The Trustee may take any other action which is not inconsistent with any direction under this second paragraph of  this Section 904.

No Owner of such Series of Bonds shall have any right to pursue any other remedy under this Master Indenture or such Series of Bonds unless: (a) an Event of Default shall have occurred and is continuing; (b) the Majority Owners of the Bonds of such Series then Outstanding have requested the Trustee, in writing, to exercise the powers granted in the first paragraph of this Section 904 or to pursue  such remedy in its or their name or names; (c) the Trustee has been offered indemnity satisfactory to it against costs, expenses and liabilities reasonably anticipated to be incurred; (d) the Trustee  has declined to comply with such request,  or has failed to do so, within sixty (60) days after its receipt of such written request and offer of indemnity; and (e) no direction inconsistent with such request has been given to the Trustee during such 60-day period by the Majority Owners of the Bonds of such Series then Outstanding. The provisions of the immediately preceding sentence of this Section 904 are conditions precedent to the exercise by  any  Owner  of  such Series of Bonds of any remedy hereunder. The exercise of such rights is  further subject to the provisions of Sections 907, 909, 910 and the second paragraph of this Section 904. No Owner or Owners of such  Series  of Bonds shall have  any right in any manner whatsoever to enforce any right under this Master Indenture, except in the manner herein provided.

The District covenants and agrees that upon the occurrence  and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of the Indenture, the provisions for the  collection  of  Delinquent  Assessments, including delinquent Direct Billed Operation and Maintenance Assessments, the provisions for the foreclosure of liens of Delinquent Assessments, including delinquent Direct Billed Operation and Maintenance Assessments, and will take

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such other appropriate remedial actions as  shall be  directed by  the  Trustee  acting at the direction of, and on behalf of, the Majority Owners, from time to time, of the Bonds of a Series. Notwithstanding anything to the contrary herein, and unless otherwise directed by the Majority Owners of the Bonds of a Series and allowed pursuant to federal or State law, the District acknowledges and agrees that (y) upon failure of any property owner to pay an installment  of  Assessments  collected directly by the District when due, that the entire Assessment on the tax parcel as to which such Delinquent Assessment appertains, with interest and penalties thereon, shall immediately become due and payable as provided by applicable law and the District shall promptly, but in any event within one hundred twenty (120)  days, cause to be brought the necessary legal proceedings for the foreclosure of liens of Delinquent Assessments, including interest and penalties with respect to such tax parcel and (z) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as now provided by law in suits to foreclose mortgages.
Section 905. Pro Rata Application of Funds Among Owners of a Series of Bonds. Anything in this Master Inde nture to the contrary notwithstanding, if at any time the moneys in the Series Funds  and Accounts shall not be sufficient to pay Debt Service on the related Series of Bonds when due, such moneys together with any moneys then available or thereafter becoming available
for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows:
Unless the aggregate principal amount of all the Bonds of such Series shall have become due and payable or shall have been declared due and payable pursuant to the provisions of Section 903 of this Article, all such moneys shall be applied:

FIRST: to the payment of any then-due fees and expenses of the Trustee, including reasonable counsel fees and expenses, to the extent not otherwise paid;

SECOND : to payment to the persons entitled thereto of all installments of interest then due and payable on the Bonds of such Series, in the order in which such installments become due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts  due  on such installment, to the persons entitled thereto,  without  any  discrimination or preference except as to any  difference  in the  rates  of interest  specified in the Bonds of such Series; and
THIRD: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds of such Series which shall have become  due (other than Bonds of such Series called for redemption for the payment of

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which sufficient moneys are held pursuant to this Master Indenture), in the order of their due dates, with interest upon the Bonds of such Series at the rates specified therein from the dates upon which they become due to their payment date, and, if the amount available shall not be  sufficient  to  pay  in full the principal of Bonds of such Series due on any particular date, together with such interest, then to the payment first of such interest,  ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Owners of the Bonds of such Series entitled thereto without any discrimination or preference except as to any difference in the foregoing rates of interest.
If the aggregate principal amount of all the Bonds of  a  Series  shall have become due and payable in accordance with their terms or shall have been declared due and payable pursuant to the provisions  of Section 903 of this  Article, all such moneys shall be applied first to the payment of any fees and expenses of the Trustee, including reasonable counsel fees and expenses, to the extent not otherwise paid, and then the payment of the whole amount of principal and interest then due and unpaid upon the Bonds of such Series, without preference  or  priority  of  principal or of interest or of any installment of interest over any  other,  or  of  any Bond over any other Bond of such Series, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds of such Series.
If the principal of all the Bonds of a Series shall have been declared due and p ayable pursuant to the provisions of Section 903 of this Article, and if such declaration shall thereafter have been rescinded and annulled pursuant to the provisions of Section 903 of this Article, then, if the aggregate principal amount of all of the Bonds of such Series shall later become due or be declared due and payable pursuant to the provisions of Section 903 of this Article, the moneys remaining in and thereafter accruing to the related Series Revenue Fund shall be applied in accordance with subsection (b) above.
The provisions of this Section 905 are in all respects subject to the provisions of Section 90 1 of this Article.

Whenever moneys are to be applied pursuant to this Section  905,  such moneys shall be applied by the Trustee at such times as the Trustee in its sole discretion shall determine, having due regard to the amount of such  moneys available for application and the likelihood of additional moneys becoming available for such application. The deposit of such moneys with the Paying Agent shall constitute proper application by the Trustee, and the Trustee shall incur no liability whatsoever to any Owner or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to

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the circumstances, and ultimately applies such moneys in accordance with such provisions of this Master Indenture as may be applicable at the time of application. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to any Owner until such Bond shall be surrendered to him for appropriate endorsement.
Section 906.  Effe ct  of   Discontinuance  of  Proceedings.  If  any proceeding taken by the Trustee or any Owner on account of any default shall have been discontinued or abandoned for any reason, then the District and the Owner shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies of the Owners shall continue as though no such proceeding had been taken.

Section 907. Restriction on Individual Owner Actions. Except as  provided in Section 910 below, no Owner of any of the Bonds shall have any right in any m anner whatsoever to affect, disturb or prejudice the security of this Master Indenture or any Supplemental Indenture, or to enforce any right hereunder or thereunder except in the manner herein or therein provided, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Owners of the Bonds of such Series.

Section 908. No Remedy Exclusive. No remedy conferred  upon  the Trustee or the Owners is intended to be exclusive of any other remedy herein or in any Supplemental Indenture provided, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder.

Section 909. Delay Not a Waiver.  No delay or omission of the Trustee or any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given to the Trustee and the Owners may be exercised from time to time and as often as may be deemed expedient.

Section 910.  Right   to  Enforce  Payment  of  Bonds.  Nothing  in  this Article shall affect or impair the right of any Owner to enforce the payment of Debt Service on the Bond of which such person is the registered Owner, or the obligation of the District to pay Debt Service to the Owner at the time and place specified in such Bond.

Section 911. No Cross Default Among Series. The occurrence  of an  Event of Default hereunder or under any Supplemental Indenture with respect to any Series of Bonds shall not constitute an Event of Default with respect to any

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other Series of Bonds, unless the event g1vmg rise to the Event of Default also constitutes an Event of Default hereunder or under the Supplemental Indenture with respect to such other Series of Bonds.

Section 912.    Indemnification.  Other than to make  proper draws  under  a Credit Facility, the Trustee shall be under no obligation to institute any suit or to take any remedial proceeding under this Master Indenture or any Supplemental Indenture or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to advance its own money, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability. Notwithstanding the foregoing, the indemnification provided by this Section 912 shall not be applicable in cases of the Trustee's gross negligence or willful misconduct.

Section 913. Provisions Relating to Bankruptcy or Insolvency of Landowner.
The provisions of this Section 913 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, or tax parcels which are in the aggregate, subject to at least five percent (5%) of the Assessments pledged to the Bonds of a Series then Outstanding (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").

The District acknowledges and agrees that, although the Bonds of a Series were issued by the District, the Owners of the Bonds of a Series are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving an Insolvent Taxpayer:

the District hereby agrees that it shall seek to secure the written consent of the Trustee, acting at the direction of the Majority Owners of the Bonds of a Series then Outstanding, prior to 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 Assessments relating to the Bonds of a Series then Outstanding, the Bonds of such Series then Outstanding or any rights of the Trustee under the Indenture (provided, however, the Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Bonds of a Series then Outstanding, to the proposed action if the District does not receive a written

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response from the Trustee within thirty (30) days following request for consent);

the District hereby agrees 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 Assessments relating to the Bonds of a Series then Outstanding, the Bonds of such Series then Outstanding or any rights of the Trustee under the Indenture that are inconsistent with any written consent received (or deemed received) from the Trustee;

the District hereby agrees that it shall seek the written consent of the Trustee prior to filing and voting in any such Proceeding (provided, however, the Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Bonds of a Series then Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following request for consent);

the Trustee shall have the right, by interpleader or otherwise, to seek or oppose any relief in any such Proceeding that the District, as claimant with respect to the Assessments relating to the Bonds of a Series then Outstanding, would have the right to pursue, and, if the Trustee chooses to exercise any such rights, the District shall not oppose the Trustee in seeking to exercise 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 and/or defend any claims and proofs of claims, to vote to accept or reject a plan, to seek dismissal of the Proceeding, to seek stay relief to commence or continue foreclosure or pursue any other available remedies as to the Assessments relating to the Bonds of a Series then Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent Taxpayer's exclusivity periods or to oppose any motion to extend such exclusivity periods, to oppose any motion for use of cash collateral or for authority to obtain financing, to oppose any sale procedures motion or any sale motion, to propose a competing plan of reorganization or liquidation, or to make any election under Section llll(b) of the Bankruptcy Code; and
the District shall not challenge the validity or amount of any claim submitted in good faith in such Proceeding by the Trustee or any valuations of the lands owned by any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceeding or take any other action in such Proceeding, which is adverse to the Trustee's enforcement of the District's claim and rights with respect to the Assessments relating to the Bonds of a Series then Outstanding or receipt of adequate protection (as that term is

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defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District agrees that the Trustee  shall have the right to (A) file     a proof of claim with respect to the Assessments pledged to the Bonds of a Series  then  Outstanding,  (B)  deliver  to  the  District  a  copy  thereof,  together with evidence of the filing with the appropriate court or other authority, and
(C) defend any objection filed to said proof of claim.

The District acknowledges and agrees that it shall not be a defense to a breach of the foregoing covenants that is has acted on advice of counsel in not complying with the foregoing covenants.
Notwithstanding the provisions of the immediately preceding paragraphs, nothing in this Section 913 shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for Operation and Maintenance Assessments, and the  District shall be free to pursue  such a claim in such manner  as it shall deem appropriate in its sole  and absolute  discretion.  Any actions taken  by the District in pursuance of its claim for Operation  and  Maintenance Assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or consents with respect to the Assessments relating to the Bonds of a Series then Outstanding whether such claim is  pursued  by the District or the Trustee; provided, however, that the District shall not oppose any relief sought by the Trustee under the authority granted to the  Trustee  in clause (b)(iv) above.

ARTICLE X
EXE CUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS
Section 1001. Execution of Instruments by Owners and  Proof of Ownership of Bonds.	Any request, direction, consent or other instrument in
writing required or permitted by this Master Indenture or any Supplemental Indenture to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor and may be signed or executed by Owners or their attorneys or legal representatives. Proof of the execution of any  such  instrument shall be sufficient for any purpose of this  Master Indenture  and shall be  conclusive in favor of the District with regard  to  any action  taken by it  under such instrument if verified by any officer in any jurisdiction who, by the laws  thereof,  has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a  witness  to  such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also constitute sufficient proof of the authority of  the signer thereof.

Nothing contained in this Article shall be construed as limiting the Trustee to such proof,  it being intended that the Trustee may  accept  any other evidence  of the

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matters herein stated which it may deem sufficient. Any request or consent of the Owner of any Bond shall bind every future owner of the same Bond in respect of anything done by the Trustee or the District in pursuance of such request  or consent.

Section 1002. Deposit of Bonds. Notwithstanding the foregoing, neither the District nor the Trustee shall be required to recognize any person as an Owner of any Bond or to take any action at his request unless such Bond shall be deposited with the Trustee.

ARTICLE XI SUPPLEMENTAL INDENTURES
Section 1101. Supplemental  Indentures  Without  Owner  Consent.  The Governing Body from time to time may authorize such indentures supplemental hereto or amendatory hereof as shall not be inconsistent with the terms and provisions hereof (which supplemental indenture shall thereafter form a part hereof), without the consent of the Owners, for the following purposes:

to provide for the initial issuance of a Series of Bonds or Refunding Bonds; or

to make any change whatsoever to the terms and provisions of this Master Indenture, but only as such change relates to a Series of Bonds upon the original issuance thereof (or upon the original issuance of Refunding Bonds which defease and discharge the Supplemental Indenture of the Series of Bonds to be refunded) under and pursuant to the terms of the Supplemental Indenture effecting such change; or

to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Master Indenture; or

to grant to the Owners or to the Trustee on behalf of the Owners any additional rights or security that may lawfully be granted; or

to add to the covenants and agreements of the District in this Master Indenture other covenants and agreements thereafter to be observed by the District to the benefit of the Owners of the Bonds then Outstanding; or

to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190, 197 and 298, Florida Statues, or any other Florida Statutes, so long as, in the opinion of counsel to the District, such changes either: (i) do not have a material adverse effect on the Owners of each Series of Bonds to which such changes relate; or (ii) if such changes do have a m aterial adverse effect, that they nevertheless are required to be made as a result of such amendments; or
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to modify the provisions of this Master Indenture or any Supplemental Indenture provided that such modification does not, in the written opinion of Bond Counsel, materially adversely affect the interests of the Owners of Bonds then Outstanding, upon which opinion the Trustee may conclusively rely.

Section 1102. Supplemental Indentures With Owner Consent.
Subject to the provisions contained in this Section 1 102, and not otherwise, the Majority Owners of Bonds then Outstanding shall have the right, from time to time, anything contained in this Master Indenture to the contrary notwithstanding, to consent to and approve the adoption of such indentures supplemental hereto or amendatory hereof as shall be deemed desirable by the District for the purpose of modifying, altering, amending, adding to or rescinding, in any p articular, any of the provisions of this Master Indenture; provided, however, that nothing herein contained shall permit, or be construed as permitting, without the consent of all Owners of Bonds then Outstanding and affected by such supplement or amendment,

an extension of the maturity of, or an extension of the Interest Payment Date on, any Bond;

a reduction in the principal, premium, or interest on any Bond;

a preference or priority of any Bond over any other Bond; or

a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture.

In addition to the foregoing, the Majority Owners of any Series of Bonds then Outstanding shall have the right, from time to time, anything contained in this Master Indenture or in the Supplemental Indenture relating to  such Series of Bonds to the contrary notwithstanding, to consent to and approve the adoption of such indentures supplemental to the Supplemental Indenture relating to such Series of Bonds or amendatory thereof, but not hereof, as shall be deemed desirable by the District for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the provisions of such Supplemental Indenture or of any indenture supplemental thereto; provided, however, that nothing herein contained shall permit, or be construed as permitting, without the consent of all Owners of Bonds of such Series then Outstanding and affected by such amendment,

an extension of the maturity of, or an extension of the Interest Payment Date on, any Bond of such Series;

a reduction in the principal, premium, or interest on any Bond of such Series;

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a preference or priority of any Bond of such Series over any other Bond of such Series; or

a reduction in the aggregate principal amount of the Bonds of such Series required for consent to such indenture supplemental to the Supplemental Indenture .
If at any time the District shall determine that it is desirable to approve any Supplemental Indenture pursuant to this Section 1102, the District shall cause the Trustee to mail, at the expense of the District, notice of the proposed approval to the Owners whose approval is required. Such notice shall be prepared by the District and shall briefly set forth the nature of the proposed Supplemental Indenture or indenture supplemental to a Supplemental Indenture and shall state that copies thereof are on file with the Secretary for inspection by all affected Owners. The District shall not, however, be subject to any liability to any Owner by reason of its failure to cause the notice required by this Section 1 102 to be mailed and any such failure shall not affect the validity of such Supplemental Indenture or indenture supplemental to a Supplemental Indenture when consented to and approved as provided in this Section 1 102.
Whenever, at any time within one (1) year after the date of the first mailing of such notice, there shall be delivered to the District an instrument or instruments in writing purporting to be executed by the Owners of the requisite principal amount of the Bonds of such Series then Outstanding,  which instrument or instruments shall refer to the proposed Supplemental Indenture or indenture supplemental to a Supplemental Indenture described in such notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Governing Body and the Trustee may approve such Supplemental Indenture and cause it to be executed, in substantially such form, without liability or responsibility to any Owner.
Section 1103. Opinion of Bond  Counsel  With  Respect  to Supplemental Indenture. In addition to the other requirements herein set forth with respect to Supplemental Indentures or indentures supplemental to a Supplemental Indenture, no such indenture shall be effective unless and until there shall have been delivered to the Trustee the opinion of Bond Counsel to the effect
that such indenture is permitted pursuant to this Master Indenture and that such indenture is the valid and binding obligation of the District enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or general e quitable principles, upon which opinion the Trustee may conclusively rely. In addition, if such indenture relates to a Series of Tax Exempt Bonds, such opinion shall also state that such indenture will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the related Series of Bonds.

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Section 11 04. Supplemental Indenture Part of Indenture. Any supplemental indenture executed in accordance with this Article and approved as to legality by counsel to the District shall thereafter, except as otherwise provided therein, form a part of this Master Indenture. Except as applicable only to Bonds of a Series, all of the terms and conditions contained in any such supplemental indenture amendatory of this Master Indenture shall be part of the terms and conditions hereof.

Section 1105. Insurer or Issuer of a Credit Facility or Liquidity Facility as Owner of Bonds.
As long as a Credit Facility or Liquidity Facility securing all  or  a portion of the Bonds of a Series then Outstanding is in effect and the issuer thereof is not in default of any of its obligations under such Credit Facility or Liquidity Facility, as the case may be, the issuer of the Credit Facility or Liquidity Facility or the Insurer, to the extent so authorized in the applicable Supplemental Indenture, will be deemed to be the Owner of the Bonds of such Series secured by the Credit Facility or Liquidity Facility:

at all times for the purpose of the execution and delivery of a supplemental indenture or of any amendment, change or modification of the Master Indenture or the applicable Supplemental Indenture or the initiation by Owners of any action to be undertaken by the Trustee at the Owner's request, which under the Master Indenture or the applicable Supplemental Indenture requires the written approval or consent of or can be initiated by the Majority Owners of the Bonds of such Series then Outstanding;

at all times for the purpose of the mailing of any notice to Owners under the Master Indenture or the applicable Supplemental Indenture; and

following an Event of Default for all other purposes.

Notwithstanding the foregoing, neither an Insurer nor the issuer of a Credit Facility or Liquidity Facility with respect to a Series of Bonds will be deemed to be an Owner of the Bonds of such Series with respect to any such Supplemental Indenture or of any amendment, change or modification of the Master Indenture which would have the effect of permitting:

a change in the terms of redemption or maturity of any Bonds of a Series then Outstanding or of any installment of interest thereon; or

a reduction in the principal amount or the Redemption Price thereof or in rate of interest thereon; or

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reducing the percentage or otherwise affecting the classes of Bonds the consent of the Owners of which is required to effect any such modification or amendment; or
creating any preference or priority of any Bond of a Series  over any other Bond of such Series.

ARTICLE XII DEFEASANCE
Section 1201. Defeasance and Discharge of the Lien of this Master Indenture and Supplemental Indentures.
If the District pays or causes to be  paid,  or  there  shall  otherwise  be paid, to the  Owners  of  all  Bonds  the  principal  or  Redemption  Price,  if  applicable, and interest due or to become due thereon and the obligations  under  any  Letter  of Credit Agreement and any Liquidity Agreement, at the times and in the  manner stipulated therein and in this Master Indenture and  pays  or  causes  to  be  paid  all other moneys owing hereunder and under any Supplemental Indenture (including, without limitation  the  fees  and  expenses  of  the  Trustee,  including  reasonable counsel fees and  expenses),  then  the  lien  of  this  Master Indenture  and  all covenants, agreements and other obligations of the District  to  the  Owners  and  the issuer of any  Credit  Facility  or  Liquidity  Facility  shall  thereupon  cease,  terminate and become void and  be  discharged  and  satisfied.  In  such  event,  the  Trustee  upon the request of the District shall  execute  and  deliver  to  the  District  all  such instruments as  may  be  desirable  to  evidence  such  discharge  and  satisfaction,  and the Trustee and the Paying Agent shall  pay  over  or  deliver,  as  directed  by  the District, all moneys or securities held  by  them  pursuant  to  this  Master  Indenture which are not required  for  the  payment  of  principal  or  Redemption  Price,  if applicable, on Bonds not theretofore  surrendered  for  such  payment  or  redemption  or for payment of obligations under any Letter of Credit Agreement and any Liquidity Agreement. If the District pays or  causes  to  be  paid,  or  there  shall  otherwise  be paid, to the Owners of all Bonds then Outstanding or of a particular maturity, of a particular Series or of any part of a particular maturity or Series, the principal or Redemption Price, if applicable, and interest due or  to  become  due  thereon,  at  the times and in the manner  stipulated  therein  and  in  this  Master  Indenture,  such Bonds shall cease to be entitled to any lien, benefit or security under this Master Indenture, and all covenants, agreements  and  obligations of  the  District  to  the Owners of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. Anything to the contrary  in  this  Section  1201 notwithstanding, this Master Indenture shall not be discharged nor  shall  any  Bonds with respect  to which moneys or Federal Securities have  been   deposited   in  accordance with the provisions of this Section 120 1 cease to be e ntitled to the  lien, benefit or security under this Master Indenture, except to the extent that  the  lien, benefit and security of this Master Indenture and the obligations of the District
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hereunder shall be limited solely to and such Bonds shall be secured solely by and be payable solely from the moneys or Federal Securities so deposited.

Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit pursuant to this Master Indenture of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been p aid within the meaning and with the effect expressed in this Section 1201. All Bonds of any particular maturity or Series then Outstanding shall, prior to the maturity  or  redemption  date  thereof,  be  deemed  to  have  been  paid  within  the meaning and with the effect expressed in subsection (a) of this Section 1201 if:

in case any of such Bonds are to be redeemed on any date prior to their maturity, the District shall have given to the Trustee or the Bond Registrar irrevocable instructions accepted in writing by the Trustee or the Bond Registrar to mail as provided in Article III notice of redemption of such Bonds on such date;

there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Federal Securities, the principal of and the interest on which when due shall, as demonstrated in an Accountant's Certificate, provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be;

the District shall have given the Trustee or the Bond Registrar in form satisfactory to it irrevocable instructions to mail, postage prepaid, to each registered Owner of Bonds then Outstanding at the address, if any, appearing upon the registration books of the District, a notice to the registered Owners of such Bonds and to the Bond Registrar that the deposit required by (ii) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section 1201 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on such Bonds; and

an opinion of Bond Counsel to the effect that such defeasance is permitted under this Master Indenture and the Supplemental Indenture relating to the Series of Bonds so defeased and that, in the case of Tax Exempt Bonds, such defeasance will not adversely affect the tax exempt status of such Series of Bonds.

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Neither Federal Securities nor moneys deposited with the Trustee pursuant to this Section 1201 nor principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or Redemption Price, if applicable, and interest on such Bonds; provided that any cash received from such principal or interest payments on such Federal Securities deposited with the Trustee:

to the extent such cash shall not be required at any time for such purpose as evidenced by an Accountant's Certificate, and to the extent all obligations under any Letter of Credit Agreem ent and any Liquidity Agreement are satisfied, as determined by an Insurer or an issuer of any Credit Facility or Liquidity Facility securing the Bonds with respect to which such Federal Securities have been so deposited, shall be paid over upon the direction of the District as received by the Trustee, free and  clear of any trust, lien, pledge or assignment securing such Bonds or otherwise existing under this Master Indenture; and

to the extent such cash shall be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Federal Securities maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if applicable, and interest to become due on such Bonds, or obligations under any Letter of Credit Agreement and any Liquidity Agreement, on or prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over as received by the Trustee to the District, free and clear of any lien, pledge or security interest securing such Bonds or otherwise existing under this Master Indenture.

For the purposes of this provision, Federal Securities means and includes only such securities which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof.

As to any Variable Rate Bonds, whether discharged and satisfied under the provisions of subsection (a) or (b) above, the amount required for the interest thereon shall be calculated at the maximum rate permitted by the terms of the provisions which authorized the issuance of such Variable Rate Bonds; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than such maximum rate for any period, the total amount of moneys and Investment Obligations on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to fully discharge and satisfy such Bonds and obligations under any Letter of Credit Agreement and any Liquidity Agreement pursuant  to  the provisions of this Section 1201, the District may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said

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Variable Rate Bonds or otherwise existing under this Master Indenture, any Letter of Credit Agreement or any Liquidity Agreement.

Notwithstanding any of the provisions of this Master Indenture to the contrary, Option Bonds may only be fully discharged and satisfied either pursuant to subsection (a) above or by depositing in the Series Interest Account, the Series Principal Account, the Series Sinking Fund Account and the Series Redemption Account, or in such other accounts which are irrevocably pledged to the payment of the Option Bonds, as the District may create and establish by Supplemental Indenture, moneys which together with other moneys lawfully available therefor shall be sufficient at the time  of such  deposit  to  pay  when  due  the  maximum am ount of principal of and Redemption Price, if any, and interest on such Option Bonds which could become payable to the Owners of such Bonds upon the exercise of any options provided to the Owners of such Bonds; provided however, that if at the time a deposit is made pursuant to this subsection (e) the options originally exercisable by the Owner of an Option Bond are no longer exercisable, such Bond shall not be considered an Option Bond for purposes of this subsection (e). If any portion of the moneys deposited for the payment of the principal of and Redemption Price, if any, and interest on Option Bonds is not required for such purpose and is not needed to reimburse an Insurer or an issuer of any Credit Facility or Liquidity Facility, for obligations under any Letter of Credit Agreement and any Liquidity Agreement, the District may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing such Option Bonds or otherwise existing under this Master Indenture, any Letter of Credit Agreement or any Liquidity Agreement.

Anything in this Master Indenture to  the  contrary  notwithstanding, any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Bonds became due and payable, shall at the written request of the District be repaid by the Trustee or Paying Agent to the District, as its absolute property  and  free from trust, and the Trustee or Paying Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Bonds; provided, however, that before being required to make any such payment to the District, the Trustee or Paying Agent shall, at the expense of the District, cause to be mailed, postage prepaid, to any Insurer or any issuer of any Credit Facility or Liquidity Facility, and to  each registered Owner of Bonds then Outstanding at the address, if any, appearing upon the registration books of the District, a notice that such moneys remain unclaimed and that, after a date named in such notice, which date shall be not less than thirty (30) days after the

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date of the mailing of such notice, the balance of such moneys then unclaimed shall be returned to the District.

In the event that the principal and Redemption Price,  if applicable, and interest due on the Bonds shall be paid by the Insurer pursuant to a municipal bond insurance policy, the assignment and pledge and all covenants, agreements and other obligations of the District to the Owners of such Bonds shall continue to exist and the Insurer shall be subrogated to the rights of such Owners.

Anything in this Master Indenture  to  the  contrary  notwithstanding, the provisions of the foregoing subsections (b) through (g) shall apply to the discharge of Bonds of a Series and to the discharge of the lien of any Supplemental Indenture securing such Series of Bonds as though each reference to the "Master Indenture" were a reference to such "Supplemental Indenture" and as though each reference to "Bonds then Outstanding" were a reference to the "Bonds of such Series then Outstanding."
Section 1202. Moneys Held in Trust. All moneys and obligations held by an escrow or paying agent or trustee pursuant to this Section 1202 shall be held in trust and the principal and interest of said obligations when received, and said moneys, shall be applied to the payment, when due, of the principal, interest and premium, if any, of the Bonds to be paid or to be called for redemption.

ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 1301. Effect of Covenant. All covenants, stipulations, obligations and agreements of the District contained in this Master Indenture shall be deemed to be covenants, stipulations, obligations and agreements of the District and of the Governing Body of the District to the full  extent  authorized  or permitted by  law and all such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law.

Except as otherwise provided herein, all rights, powers and privileges conferred, and duties and liabilities imposed, upon the District or upon the Governing Body by this Master Indenture shall be exercised or performed by the Governing Body, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties.

No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Governing Body in his or her individual capacity, and neither the

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members of the Governing Body nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof.
Section 1302. Manner of Giving Notice to the District and the Trustee. Any notice, demand, direction, request or other instrument authorized or required by this Master Indenture to be given to or filed with the District or the Governing Body or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of this Master Indenture if and when sent by certified mail, return receipt requested:

To the District, addressed to:

Finley Woods Community Development District c/o District Manager
PFM Financial Advisors LLC 1205 1 Corporate Boulevard
Orlando, Florida 328 17 

To the Trustee, addressed to:

U.S. Bank National Association 550 West Cypress Creek Road Fort Lauderdale, Florida 33309
Attention: Corporate Trust Department

or to such other address as shall be provided to the other party hereto in writing.

All documents received by the District and the Trustee under this Master Indenture shall be retained in their possession, subject at  all  reasonable times to the inspection of any Owner and the agents and representatives thereof.
Section 1303. Manner of Giving Notice to the Owners. Any notice, demand, direction, request, or other instrument authorized or  required  by  this Master Indenture to be mailed to the Owners shall be deemed to have been sufficiently mailed if mailed by first class mail, postage pre-paid, to the Owners at their addresses as they appear at the time of mailing on the registration books maintained by the Bond Registrar.
Section 1304. Successorship of District Officers. If the offices of Chairman or Secretary shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the District or otherwise, all powers conferred and all obligations and

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duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law.

Section 1305. Inconsistent Provisions. All provisions of any resolutions, and parts thereof, which are inconsistent with any of the provisions of this Master Indenture are hereby declared to be inapplicable to this Master Indenture .

Section 1306. Further Acts; Counterparts.  The  officers  and  agents  of the District are hereby authorized and directed to do all the acts and things  required of them by the Bonds and this Master Indenture, for the full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Bonds and this Master Indenture.

This Master Indenture and any Supplemental Indenture may be executed in duplicate counterparts each of which shall constitute one and the same agreement.

Section 1307. Headings Not Part of Indenture. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference, and shall not constitute a part of this Master Indenture, nor shall they affect its meaning, construction or effect.
Section 1308. Effect of Partial Invalidity. In case any one or more of the provisions of this Master Indenture or of any Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect  any other provision  of this Master Indenture or of the Bonds, but this Master Indenture and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Master Indenture is adopted with the intent that the laws of the State shall govern their construction.

Section 1309. Attorneys' Fees. Any reference herein  to the   term "attorneys' fees" or "legal fees" or words of like import shall include but not be limited to fees of legal assistants and paralegals and fees incurred in any and all legal proceedings, including any trial or appellate level proceedings, and any sales tax thereon.

[Remainder of Page Intentionally Left Blank]

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Section 1310. Effective Date. This Master Indenture shall be effective as of the date first above-written.

(SEAL)

ATTEST:

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

Chairman/Vice Chairman

By:

Secretary/Assistant Secretary

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

Vice President

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EXHIBIT A
FORM OF REQUISITION
The undersigned, an Authorized Officer of Finley Woods 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, Fort Lauderdale, Florida, as trustee
(the "Trustee"), dated as of February 1, 2020 (the "Master Indenture"), as amended and  supplemented  by the [	]   Supplemental  Trust  Indenture  from the
District to the  Trustee,  dated as of [	] (the Master Indenture as amended and supplemented is hereinafter referred to as the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

Requisition Number:

Name of Payee:

Amount Payable:

Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments, or state Costs of Issuance, if applicable):
Fund, Account or subaccount from which disbursement is to be made: The undersigned hereby certifies that:
obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the [	] Acquisition and Construction Account and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction of the [	] Project and each represents a Cost of the [	] Project, and has not previously been paid
OR

this requisition is for Costs of Issuance payable from the [_ Costs of Issuance Account that 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 forth above, which has not been released or will not be released simultaneously with the payment hereof.

A- 1

The undersigned hereby further certifies 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.

Originals or copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested are on file with the District.
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

By	­
Authorized Officer

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE REQUESTS ONLY

If this  requisition  is  for  a  disbursement  from  other  than the  [	] Costs of Issuance Account, the undersigned Consulting Engineer hereby certifies that  this  disbursement is for  a  Cost  of the  [	l  Project  and is consistent
with:  (i)  the   applicable   acquisition  or   construction  contract;  (ii)  the   plans and
specifications for the portion of the  [_	_.....,  Project with respect to which such
disbursement is being made; and (iii) the report of the Consulting Engineer attached  as  an Exhibit to the [	J Supplemental Indenture, as such report shall have been amended or modified on the date hereof.

Consulting Engineer

A-2

Finley Woods Community Development District

First Supplemental Trust Indenture

FIRST SUPPLEMENTAL TRUST INDENTURE

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

TO
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of February 1, 2020

TABLE OF CONTENTS
This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of the First Supplemental Trust Indenture.

ARTICLE I DEFINITIONS
Section 101.	Definitions	4
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2020 BONDS
Section 201.	Authorization of Series 2020 Bonds; Book-Entry Only Form	8
Section 202.	Terms	10
Section 203.	Dating; Interest Accrual	10
Section 204.	Denominations	10
Section 205.	Paying Agent	10
Section 206.	Bond Registrar	10
Section 207.	Conditions Precedent to Issuance of Series 2020 Bonds	10
ARTICLE III
REDEMPTION OF SERIES 2020 BONDS
Section 301.	Bonds Subject to Redemption	11 
ARTICLE IV
DEPOSIT OF SERIES 2020 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 40 1.	Establishment of Accounts	12 
Section 402.	Use of Series 2020 Bond Proceeds	12
Section 403.	Series 2020 Acquisition and Construction Account; Series 2020
Costs of Issuance Account	13
Section 404.	Series 2020 Capitalized Interest Account	13 
Section 405.	Series 2020 Reserve Account	13
Section 406.	Amortization Installments	14
Section 407.	Tax Covenants and Rebate Account	15
Section 408.	Series 2020 Revenue Account; Application of Revenues and
Investment Earnings	15
ARTICLE V
CONCERNING THE TRUSTEE
Section 50 1.	Acceptance by Trustee	1 7
Section 502.	Limitation of Trustee's Responsibility	18 
Section 503.	Trustee's Duties	18
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ARTICLE VI ADDITIONAL BONDS
Section 601.	Limitation on Parity Bonds	18
ARTICLE VII
MISCELLANEOUS
Section 701.	Confirmation of Master Indenture	18
Section 702.	Continuing Disclosure Agreement	18
Section 703.	Additional Covenant Regarding Assessments	19
Section 704.	Collection of Assessments	19
Section 705.	Foreclosure of Assessment Lien	19
Section 706.	Owner Direction and Consent with Respect to Series 2020 Acquisition and Construction Account Upon Occurrence of Event of Default	20
Section 707.	Assignment of District's Rights Under Collateral Assignment	20
Section 708.	Enforcement of True-Up Agreement and Completion Agreement	20
Exhibit A - Description of Series 2020 Project Exhibit B - Form of Series 2020 Bonds

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FIRST SUPPLEMENTAL TRUST INDENTURE
THIS	FIRST	SUPPLEMENTAL	TRUST	INDENTURE	(the	"First
Supplemental Indenture") is dated as of February 1, 2020, from FINLEY WOODS COMMUNITY  DEVELOPMENT  DISTRICT  (the   "District")   to   U.S. BANK
NATIONAL  ASSOCIATION,   as  trustee  (the  "Trustee"),  a  national  banking
association, authorized to accept and execute trusts of the character herein set forth, with its designated corporate trust office located at 550 West Cypress Creek Road, Fort Lauderdale, Florida 33309, Attention: Corporate Trust Department.
WHEREAS, the District entered into a Master Trust Indenture, dated as of February 1, 2020  (the "Master  Indenture" and together with  this  First Supplemental Indenture, the "Indenture") with the Trustee to secure the issuance of its Finley Woods Community Development District Capital Improvement Revenue Bonds (the "Bonds"), issuable in one or more Series from time to time; and
WHEREAS, pursuant to Resolution No. 2019-26 adopted by the Governing Body of the District on September 19, 2019, the District has authorized the issuance, sale and delivery of not to exceed $13, 525, 000 of Bonds, to be issued in one or more Series of Bonds as authorized under the Master Indenture, which Bonds were validated by final judgment of the Circuit Court of Alachua County, Florida on November 19, 2019, the appeal period for which expired with no appeal having been taken; and
WHEREAS, the Governing Body of the District duly adopted Resolution No. 20 19-24, on September 19, 2019, providing for the acquisition, construction and installation of assessable capital improvements  (the "Capital Improvement Program"), providing estimated Costs of the Capital Improvement Program, defining assessable property to be benefited by the Capital Improvement Program, defining the portion of the Costs of the Capital Improvement Program with respect to which Assessm ents will be imposed and the manner in which such Assessments shall be levied against such benefited property within the District, directing the preparation of an assessment roll, and stating the intent of the District to issue Bonds of the District secured by such Assessments to finance the Costs of the acquisition, construction and installation of the Capital Improvement Program and the  Governing  Body  of  the  District  duly  adopted  Resolution  No.  2020- [_],  on [October 24, 201 9], following a public hearing conducted in accordance with the Act, to fix and establish the Assessments and the benefited property; and
WHEREAS, pursuant to Resolution No. 2020-[_],  adopted by the Governing Body of the District on [January 8, 2020], the District has authorized the issuance, sale and delivery of, among other things, its $ [Bond Amount] Finley Woods Community Development  District Capital   Improvement  Revenue  Bonds, Series 2020 (Assessment Area One) (the "Series 2020 Bonds"), which are issued hereunder as an issue of Bonds under the Master Indenture, and has authorized the execution and delivery of the Master Indenture and this First Supplemental

Indenture to secure the issuance of the Series 2020 Bonds and to set forth the terms of the Series 2020 Bonds; and
WHEREAS, the District will apply the proceeds of the Series 2020 Bonds to
finance a portion of the Cost of acquiring, constructing and equipping assessable improvements comprising the Series 2020 Project (as defined herein), (ii) pay certain costs associated with the issuance of the Series 2020 Bonds, (iii) m ake a deposit into the Series 2020 Reserve Account to be held for the benefit of all of the Series 2020 Bonds, and (iv) pay a portion of the interest to become due on the Series 2020 Bonds; and
WHEREAS, the Series 2020 Bonds will be payable from and secured in part by revenues derived from Assessments imposed, levied and collected by the District with respect to property specially benefited by the Series  2020  Project  (the "Series 2020 Assessments") which, together with the Series 2020 Pledged Funds (hereinafter defined), will comprise the Trust Estate securing the Series 2020 Bonds (the "Series 2020 Trust Estate"); and
WHEREAS, the execution and delivery of the Series 2020 Bonds and of this First Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Series 2020 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this First Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2020 Trust Estate have been done;

NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH :
That the District, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the mutual covenants herein contained, the purchase and acceptance of the Series 2020 Bonds by the purchaser or purchasers thereof,  and  other  good  and  valuable  consideration,  receipt  of  which  is  hereby acknowledged, and in order to further secure the payment of the principal and Redemption Price of, and interest on, all Series 2020 Bonds Outstanding from time to time,  according to their tenor and effect,  and such other payments required to be made under the Master Indenture or hereunder, and to further secure the observance and performance by the District of all the covenants, expressed or implied in the Master Indenture, in this First Supplemental Indenture and in the Series 2020 Bonds (a) has executed and delivered this First Supplemental Indenture and (b) does hereby, in confirmation of the Master Indenture, grant, bargain, sell, convey, transfer, assign and pledge unto the Trustee, and unto its successors in the trusts under the Master Indenture, and to them and their successors and assigns forever, all right, title and interest of the District, in, to and under, subject to the terms and conditions of the Master Indenture and the provisions of the Master Indenture pertaining to the application thereof for or to the

2

purposes and on the terms set forth in the Master Indenture, the revenues derived by the District from the Series 2020 Assessments (the "Series 2020 Pledged Revenues") and the Funds and Accounts (except for the Series 2020 Rebate Account) established hereby (the "Series 2020 Pledged Funds") which shall comprise a part of the Series 2020 Trust Estate;
TO HAVE AND TO HOLD all the same by the Master Indenture granted, bargained, sold, conveyed, transferred, assigned and pledged, or agreed or intended so to be, to the Trustee and its successors in said trust and to it and its assigns forever;
IN TRUST NEVERTHELESS, except as in each such case may otherwise be provided in the Master Indenture, upon the terms and trusts  in the  Indenture set forth for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the Series 2020 Bonds issued or to be issued under and secured by this First Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one Series 2020 Bond over any other Series 2020 Bond by reason of priority in their issue, sale or execution;
PROVIDED HOWEVER, that if the District, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the Series 2020 Bonds or any Series 2020 Bond of a particular maturity issued, secured and Outstanding under this First Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the Series 2020 Bonds and this First Supplemental Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Master Indenture and this First Supplemental Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions of the Master Indenture and this First Supplemental Indenture, then upon such final payments, this First Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series 2020 Bonds or any Series 2020 Bond of a particular maturity, otherwise this First Supplemental Indenture shall remain in full force and effect;

THIS	FIRST	SUPPLEMENTAL	INDENTURE	FURTHER
WITNESSETH, and it is expressly declared, that all Series 2020 Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property pledged to the payment thereof are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as expressed in the Master Indenture (except as amended directly or by implication by this First Supplemental Indenture), including this First Supplemental Indenture, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Series 2020 Bonds, as follows:

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ARTICLE I DEFINITIONS
Section 101. Definitions. All terms used herein that are defined in the recitals hereto are used with the same meaning herein unless the context clearly requires otherwise. All terms used herein that are defined in the Master Indenture are used with the same meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless (a) expressly given a different meaning herein or (b) the context clearly requires otherwise. In addition, unless the context clearly requires otherwise, the following terms used herein shall have the following meanings:
''Assessment Area One" shall mean the 133 residential units within Phases 1 C and 2 of the District, as more fully described in the Engineer's Report and the Assessment Methodology.

''Assessment Methodology" shall mean the Master Assessment Methodology, dated September 12, 2019, as supplemented by the [First Supplemental Assessment Methodology], dated [	] , 2020, each prepared by the Methodology Consultant.
''Beneficial Owners" shall have the meaning given such term by DTC so long as it is the registered Owner  through  its  nominee  Cede  &  Co. of  the Series 2020 Bonds as to which such reference is made to enable such Series 2020 Bonds to be held in book-entry only form, and shall otherwise mean the registered Owner on the registration books of the District maintained by the Bond Registrar.
''Bond Depository" shall mean the securities depository from time to time under Section 201 hereof, which may be the District.
''Bond Participants" shall mean those broker-dealers, banks and other financial institutions from time to time for which the Bond Depository holds Bonds as securities depository.
"Capital Improvement Program" shall mean the program of assessable capital improvements established by the District in the Series 2020 Assessment Proceedings, a portion of which is comprised of the Series 2020 Project.
"Collateral Assignment" shall mean the [Collateral Assignment and Assumption of Development and Contract Rights] by and between the District and the Developer, dated as of [Closing Date].
"Completion Agreement" shall mean the [Agreement by and between the District and the Developer Regarding the Completion of Certain Improvements Relating to the Series 2020 Project and Acknowledgement of Contribution Requirement] , dated as of [Closing Date].

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"Conditions for Reduction of Reserve Account Requirement" shall mean, collectively, that (i) all lots subject to Series 2020 Assessments have been developed and platted, (ii) all lots subject to Series 2020 Assessments have been sold by the Developer to [unaffiliated third-party] builders and all such sales have closed, and (iii) there are no Events of Default occurring or continuing under the Indenture with respect to the Series 2020 Bonds. The District Engineer shall provide a written certification to the District and the Trustee  certifying that  the  event in clause (i) has occurred and the District Manager shall provide a written certification to the District and the Trustee certifying that the  event  in  clause  (ii) has occurred, on which certifications the Trustee may conclusively rely.
"Delinquent Assessment Interest" shall mean Series 2020 Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Series 2020 Assessment Interest has, or would have, become delinquent under State law or the Series 2020 Assessment Proceedings applicable thereto.
"Delinq uent Assessment Principal" shall mean Series 2020 Assessment Principal deposited by the District with the Trustee on or after May 1 of the year in which such Series 2020 Assessment Principal has, or would have, become delinquent under State law or the Series 2020 Assessment Proceedings applicable thereto.
''Delinquent Assessments" shall mean, collectively, Delinquent Assessment Principal and Delinquent Assessment Interest.

"Developer" shall mean Finley Woods Development, LLC, a Florida limited liability company.
''DTC" shall mean The Depository Trust Company, New York, New York.
"Engineer's Report" shall mean the Engineer's Report,  dated  September 20 19, prepared by CHW, a copy of which is attached hereto as Exhibit A. [CONFIRM NO SUPPLEMENTAL REPORT]
"Government Obligations" shall mean direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America.

"Interest Payment Date" shall mean each May 1 and November 1, commencing May 1, 2020.

''Majority Owners" shall mean the Beneficial Owners of more than 50% in principal amount of the Outstanding Series 2020 Bonds.
"Methodology Consultant" shall mean PFM Financial Advisors LLC.

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"Nominee" shall mean the nominee of the Bond Depository, which may be the Bond Depository, as determined from time to time pursuant to this First Supplemental Indenture.

''Redemption Date" shall mean an Interest Payment Date in the case of a partial redemption of Outstanding Series 2020 Bonds, or any date in the case of the redemption of all of the Outstanding Series 2020 Bonds.

"Series  2020  Assessment Interest"  shall  mean   the   interest   on   the Series 2020 Assessments which is pledged to the Series 2020 Bonds.

"Series 2020 Assessment Principal" shall mean the principal  amount  of Series 2020 Assessments received by the District which represents a proportionate amount of the principal of and Amortization Installments of the Series 2020 Bonds, other than applicable Delinquent Assessment Principal and Series 2020 Prepayments.
"Series 2020 Assessment Proceedings" shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2020 Assessments which include Resolution Nos. 2019-24, 2019-25, 2020-[_] and 2020- [_),  as  supplemented,  adopted  by  the  Governing  Body  of the  District,  and  any supplemental proceedings undertaken  by  the  District  with  respect  to  the Series 2020 Assessments and the Assessment Methodology as approved thereby.
"Series 2020 Assessment Revenues" shall mean all revenues derived by the District from the Series 2020 Assessments, including proceeds from any foreclosure of the lien of Delinquent Assessments and any statutory interest on the Delinquent Assessments collected by the District in excess of the rate of interest  on  the Series 2020 Bonds.
"Series  2020  Assessments"  shall  mean  the  principal  and   interest   of Series 2020 Assessments received by the District which corresponds to a proportionate amount of the principal and interest of the Series 2020 Bonds.

"Series 2020 Investment Obligations" shall mean and includes any of the following securities, if and to the extent that such securities are legal investments for funds of the District:

Government Obligations;

Bonds, debentures, notes or other evidences of indebtedness issued by any of the following agencies or such other government - sponsored agencies which may presently exist or be hereafter created; provided that, such bonds, debentures, notes or other evidences of indebtedness are fully guaranteed as to both principal and interest by the 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

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Farm Credit Banks; Tennessee Valley Authority; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody's and S&P at the time of purchase;

Both (i) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851 (a) of the Code) that is a money market fund that is rated in the highest rating category for such funds by Moody's and S&P, and (ii) shares of money market mutual funds that invest only in the obligations described in (a) and (b) above;

Money market deposit accounts, time deposits, and certificates of deposits issued by commercial banks, savings and loan associations or mutual savings banks whose short-term obligations are rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S & P; and

Commercial paper (having maturities of not more than 270 days) rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S & P.

Under all circumstances, the Trustee shall be entitled to conclusively rely that any investment directed in writing by an Authorized Officer of the District is permitted under the Indenture and is a legal investment for funds of the District.

"Series 2020 Prepayment  Interest"  shall  mean  the  interest  on  the  Series 2020 Prepayments received by the District.
"Series 2020 Prepayments" shall mean the excess amount of Series 2020 Assessment Principal received by the District over the Series 2020 Assessment Principal included within a Series 2020 Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Series 2020 Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2020 Prepayments shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.
"Series 2020 Project" shall mean that portion of the Capital Improvement Program being developed on and benefitting Assessment Area One and financed with the proceeds of the Series 2020 Bonds on deposit in the Series 2020 Acquisition and Construction Account, as more particularly described in the Engineer's Report.
"Series 2020 Reserve Account Requirement" shall mean an amount equal to the Maximum Annual Debt Service Requirement for all Outstanding Series 2020 Bonds, as of the time of any such calculation, until such time as the Conditions for Reduction of Reserve Account Requirement are met, at which time and thereafter

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the Series 2020 Reserve Account Requirement shall be an amount equal 50% of the Maximum Annual Debt Service Requirement for all Outstanding Series 2020 Bonds, as of the time of any such calculation. On the date of initial issuance of the Series 2020 Bonds, the Series 2020 Reserve Account Requirement shall be $ [RAR] .
"Substantially Absorbed" shall mean the date on which the principal amount  of the  Series  2020  Assessments  equaling  [_]%  of the then  Outstanding principal amount of the Series 2020 Bonds is levied on tax parcels within Assessment Area One with respect to which a certificate of occupancy has been issued for a structure thereon and are owned by end users, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.
"True- Up Agreement" shall mean the [Agreement Between the District and the Developer Regarding the True-Up and Payment of Series 2020 Assessments], dated as of [Closing Date].

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2020 BONDS
Section 201. Authorization of Series 2020 Bonds; Book-Entry Only Form. The Series 2020 Bonds are hereby authorized to be issued in one Series in the aggregate principal amount of $ [Bond Amount] for the purposes enumerated in the recitals hereto to be designated "Finley Woods Community Development District Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One)." The Series 2020 Bonds shall be substantially in the form attached hereto as Exhibit
B. Each Series 2020 Bond shall bear the designation "2020-R" and shall be numbered consecutively from 1 upwards.

The Series 2020 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2020 Bond for each maturity thereof. Upon initial issuance, the ownership of each such Series 2020 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the initial Bond Depository. Except as provided in this Section 201, all of the Outstanding Series 2020 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC.

With respect to Series 2020 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond Participant or to any indirect Bond Participant. Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with

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respect to (i) the accuracy of the records of DTC, Cede & Co., or any Bond Participant with respect to any ownership interest in the Series 2020 Bonds, (ii) the delivery to any Bond Participant or any other person other than an  Owner,  as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2020 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if any, or interest on the Series 2020 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent shall treat and consider the person in whose name each Series 2020 Bond is registered in the registration books kept by the Bond Registrar as the  absolute  Owner  of  such Series 2020 Bond for the purpose of payment of principal, premium and interest with respect to such Series 2020 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2020 Bond, for the purpose of registering transfers with respect to such Series 2020 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2020 Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Series 2020 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Series 2020 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions herein with respect to Record D ates, the words "Cede & Co." in this First Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee, the Bond Registrar and the Paying Agent.
Upon receipt by the Trustee or the District of written notice from DTC:
confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that all of the Outstanding Series 2020 Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the Beneficial Owners of the Series 2020 Bonds; or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, the Series 2020 Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging the Series 2020 Bonds shall designate, in accordance with the provisions hereof.

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Section 202.  Terms.  The  Series  2020 Bonds  shall be  issued as  [   ] Term Bonds, shall be dated as of the date of their issuance and delivery to the initial purchasers thereof, shall bear interest at the interest rates per annum and shall mature in the amounts and on the dates set forth below:
Number	Principal Amount	Maturity Date	Interest Rate	CUSIP

Section 203. Dating; Interest Accrual. Each Series 2020 Bond shall be dated [Closing Date] . Each Series 2020 Bond also shall bear its date of authentication. Each Series 2020 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such Series 2020 Bond has been paid, in which event such Series 2020 Bond shall bear interest from its date of authentication; or  (ii)  is prior to the first Interest Payment Date for the Series 2020 Bonds, in which event, such Series 2020 Bond shall bear interest from its date. Interest on the Series 2020 Bonds shall be due and payable on each May 1 and November 1, commencing May 1, 2020, and shall be computed on the basis of a 360-day year of twelve 30-day months.
Section 204. Denominations. The Series 2020 Bonds shall be issued in Authorized Denominations; provided, however, that the Series 2020 Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of
$100,000 or integral multiples of Authorized Denominations in excess of $100,000.
Section 205. Paying Agent. The District appoints the Trustee as Paying Agent for the Series 2020 Bonds.
Section 206. Bond Registrar. The District appoints the Trustee as Bond Registrar for the Series 2020 Bonds.
Section 207. Conditions Precedent to Issuance of Series 2020 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2020  Bonds,  all  the Series 2020 Bonds shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of:
certified copies of the Series 2020 Assessment Proceedings;
executed copies of the Master Indenture and this First Supplemental Indenture;

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a custom ary Bond Counsel opinion;

the District Counsel opinion required by the Master Indenture;

a certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2020 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Indenture;

an Engineer's Certificate which sets forth the estimated Costs of the Series 2020 Project;

a certificate of the Methodology Consultant addressing the validity of the Series 2020 Assessments;

a certified copy of the final judgment of validation in respect of the Bonds together with a certificate of no appeal; and

an executed Collateral Assignment, Completion Agreement and True- Up Agreement.

Payment to the Trustee of the purchase price of the Series 2020 Bonds shall conclusively evidence that the foregoing conditions precedent have been met to the satisfaction of the District and the underwriter.

ARTICLE III
REDEMPTION OF SERIES 2020 BONDS
Section 301. Bonds  Subject to Redemption.  The Series  2020 Bonds  are subject to redemption prior to maturity as provided in the form thereof attached hereto as Exhibit B. Interest on Series 2020 Bonds which are called for redemption shall be paid on the Redemption Date from the Series 2020 Interest Account or from the Series 2020 Revenue Account to the extent monies in the Series 2020 Interest Account are insufficient for such purpose. Moneys in the Series 2020 Optional Redemption Subaccount shall be applied in accordance with Section 506 of the Master Indenture to the optional redemption of Series 2020 Bonds.

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ARTICLE IV
DEPOSIT OF SERIES 2020 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.  Establishment of Accounts.  There are hereby established,  as needed, the following Funds and Accounts:

within the Acquisition and Construction Fund held by the Trustee: (i) a Series 2020 Acquisition and Construction Account and (ii) a Series 2020 Costs of Issuance Account;

within the Debt Service Fund held by the Trustee: (i) a Series 2020 Debt Service Account and therein a  Series  2020  Sinking  Fund  Account,  a Series 2020 Interest Account and a Series 2020 Capitalized Interest Account; and
a Series 2020 Redemption Account and therein a Series 2020 Prepayment Subaccount and a Series 2020 Optional Redemption Subaccount;

within the Reserve Fund held by the Trustee a Series 2020 Reserve Account, which shall be held for the benefit of all of the Series 2020 Bonds, without distinction as to Series 2020 Bonds  and  without  privilege  or  priority  of  one Series 2020 Bond over another;

within the Revenue Fund held by the Trustee a Series 2020 Revenue Account; and

within the Rebate Fund held by the Trustee a Series 2020 Rebate Account.
Section 402. Use of Series 2020 Bond  Proceeds.  The  net  proceeds  of sale of the Series 2020 Bonds in the amount of $ [NP] (consisting of $[Bond Amount] .00 principal amount of Series 2020 Bonds [less/plus] [net] original issue [discount/premium] of $[OID] and less underwriter's discount in the am ount of
$ [UD]), shall as soon as practicable upon the delivery thereof to the Trustee by the District pursuant to Section 207 of the Master Indenture, be applied as follows:

$ [RAR] , representing the Series 2020 Reserve Account Requirement at the time of issuance of the Series 2020 Bonds shall be deposited to the credit of the Series 2020 Reserve Account;

$[COI], representing the costs of issuance relating to the Series 2020 Bonds shall be deposited to the credit of the Series 2020 Costs of Issuance Account;

$[CAP!] , representing Capitalized Interest on the Series 2020 Bonds through and including November 1, 2020, shall be deposited to the credit of the Series 2020 Capitalized Interest Account; and

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$[CD] shall be deposited to the credit of the Series 2020 Acquisition and Construction Account.

Section 403. Series 2020 Acquisition  and  Construction  Account; Series 2020 Costs  of  Issuance  Account.  (a)  Amounts  on  deposit  in  the Series 2020 Acquisition and Construction Account shall be applied to pay Costs of
the Series 2020 Project upon compliance with the requisition provisions set forth in Section 503(b) of the Master Indenture. Anything in the Master Indenture to the contrary notwithstanding, the Consulting Engineer shall establish a Date of Completion for the Series 2020  Project,  and  any  balance  remaining  in  the Series 2020 Acquisition and Construction Account after such Date of Completion (taking into account the moneys currently on deposit therein to p ay any accrued but unpaid Costs of the Series 2020 Project which are required to be reserved in the Series 2020 Acquisition and Construction Account in accordance with the certificate of the Consulting Engineer delivered to the District and the Trustee establishing such Date of Completion), shall be deposited pursuant hereto to the Series 2020 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2020 Bonds in accordance with Section 301 hereof and in the manner prescribed in the form of Series 2020 Bond attached hereto as Exhibit B, whereupon the Series 2020 Acquisition and Construction Account shall be closed.

(b) The amount deposited in the Series 2020 Costs of Issuance Account shall, at the written direction of an Authorized Officer to the Trustee, be used to pay the costs of issuance relating to the Series 2020 Bonds. On the earlier to occur of:
(x) the written direction of an Authorized Officer or (y) six months from the date of issuance of the Series 2020 Bonds, any amounts deposited in the Series 2020 Costs of Issuance Account for which the Trustee has not received a requisition to pay such costs shall be transferred over and deposited into the Series 2020 Acquisition and Construction Account and used for the purposes permitted therefor. Any deficiency in the amount allocated to pay the costs of issuance relating to the Series 2020 Bonds shall be paid from excess moneys on deposit in the Series 2020 Revenue Account pursuant to Section 408(d) hereof. When such deficiency has been satisfied and no moneys remain therein, the Series 2020 Costs of Issuance Account shall be closed.
Section 404. Series 2020 Capitalized Interest Account. Amounts on deposit in the Series 2020 Capitalized Interest Account shall, until and including November 1, 2020, be transferred into the Series 2020 Interest Account and applied to the payment of interest first coming due on the Series 2020 Bonds, and thereafter transferred into the Series 2020 Acquisition and Construction Account, whereupon the Series 2020 Capitalized Interest Account shall be closed.
Section 405. Series 2020 Reserve Account. The Series 2020 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2020 Reserve Account Requirement. Except as otherwise provided herein or in the Master Indenture, amounts on deposit in the Series 2020 Reserve Account

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shall be used only for the purpose of making payments into the Series 2020 Interest Account and the Series 2020 Sinking Fund Account to pay Debt Service on the Series 2020 Bonds, when due, without distinction as to Series 2020 Bonds and without privilege or priority of one Series 2020 Bond over another, to the extent the moneys on deposit in such Accounts available therefor are insufficient and for no other purpose. The Series 2020 Reserve Account shall consist only of cash and Series 2020 Investment Obligations.
Anything herein or in the Master Indenture to the contrary notwithstanding, on the 45th day preceding each Interest Payment Date (or, if such 45th day is not a Business Day, on the first Business Day preceding such 45th day), the Trustee is hereby authorized and directed to recalculate the Series 2020 Reserve Account Requirement and to transfer any excess on deposit in the Series 2020 Reserve Account (i) resulting from Prepayments of Series 2020 Assessments  into  the  Series 2020 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2020 Bonds, (ii)  resulting  from  a  reduction  of  the  Series 2020 Reserve Account Requirement as the result of the Conditions for Reduction of Reserve Account Requirement being met (A) prior to the Date of Completion of the Series 2020 Project into the Series 2020 Acquisition and Construction Account and used for the purposes of such Account, or (B) after such Date of Completion into the Series 2020 Revenue Account and used for the purposes of such Account, or (iii) resulting from investment earnings as  provided  in Section 408(:f) herein.
On the earliest date on which there is on deposit in the Series 2020 Reserve Account sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2020 Bonds, together with accrued interest and redemption premium, if any, on such Series 2020 Bonds to the earliest Redemption Date permitted therein and herein, then the Trustee shall transfer the amount on deposit in the Series 2020 Reserve Account into the Series 2020 Prepayment Subaccount to pay and redeem all of the Outstanding Series 2020 Bonds on the earliest date permitted for redemption therein and herein.
Anything herein or in the Master Indenture to the contrary notwithstanding, amounts on deposit in the Series 2020 Reserve Account shall, upon the occurrence and continuance of an Event of Default, be subject to a first charge by the Trustee for its fees and expenses, including fees and expenses of collection of Delinquent Assessments.
Section 406. Amortization Installments; Selection of Bonds for Redemption. (a) The Amortization Installments established for the Series 2020 Bonds shall be as set forth in the form of Series 2020 Bonds attached hereto.
(b) Upon any redemption of Series 2020 Bonds (other than Series 2020 Bonds redeemed in accordance with scheduled Amortization Installments and other than Series 2020 Bonds redeemed at the direction of the District accompanied by a

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cash flow certificate as required by Section 506(b) of the Master Indenture), the Trustee shall cause Series 2020 Bonds to be redeemed in such amounts and having such maturities so as to result in Amortization Installments recalculated, and which shall be recalculated by the District, in such manner as shall amortize all the Outstanding Series 2020 Bonds of all of the terms in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining terms of all of the Series 2020 Bonds.
Section 407. Tax Covenants and Rebate Account. The District shall comply with the Tax Regulatory Covenants set forth in the tax certificate of the District issued in connection with the issuance of the Series 2020 Bonds, as amended and supplemented from time to time in accordance with their terms.
Section 408. Series 2020  Revenue Account; Application  of Revenues and Investment Earnings. (a) The Trustee is hereby authorized and directed to deposit any and all amounts required to be deposited in the Series 2020 Revenue Account by this Section 408 or by any other provision of the Master Indenture or this First Supplemental Indentur.e, and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose.  The Series 2020 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee.
Other than Series 2020 Prepayments, which shall be identified by the District to the Trustee as such in writing upon deposit and which shall be deposited into the Series 2020 Prepayment Subaccount, the Trustee shall deposit into the Series 2020 Revenue Account the Series 2020 Assessment Revenues and any other revenues required by other provisions of the Indenture to be deposited therein, including but not limited to Series 2020 Prepayment Interest.
On the 45th day preceding each Interest Payment Date (or if such 45th day is not a Business Day, on the Business Day next preceding such 45th day), the Trustee shall determine the amount on deposit in the Series 2020 Prepayment Subaccount and, if the balance therein is greater than zero, shall transfer from the Series 2020 Revenue Account for deposit into the Series 2020 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to an integral multiple of $5,000 (provided that there are sufficient funds remaining in the Series 2020 Revenue Account to p ay Debt Service coming due on the Series 2020 Bonds on the next succeeding Interest Payment Date), and shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2020 Bonds on the next succeeding Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2020 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of the Series 2020 Bonds set forth in the form of Series 2020 Bonds attached hereto, Section 301 hereof, and Article III of the Master Indenture.

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On May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee shall first transfer from the Series 2020 Capitalized Interest Account to the Series 2020 Interest Account the lesser of (x) the amount of interest coming due on the Series 2020 Bonds on such May 1 or November 1, less the amount already on deposit in the Series 2020 Interest Account, or (y) the amount remaining in the Series 2020 Capitalized Interest Account. Following the foregoing transfer, on such May 1 or November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee shall then transfer amounts on deposit in the Series 2020 Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:
FIRST, to the Series 2020 Interest Account, the amount, if any, equal to the difference between the amount of interest payable on all Series 2020 Bonds then Outstanding on such May 1 or November 1, and (i) the amount transferred from the Series 2020 Capitalized Interest Account in accordance with this Section 408(d) and
(ii) the amount already on deposit in the Series 2020 Interest Account not previously credited;
SECOND, on May 1, 202 1 and on each May 1 thereafter, to the Series 2020 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2020 Bonds subject to mandatory sinking fund redemption on such May 1 and the amount  already  on  deposit  in  the Series 2020 Sinking Fund Account not previously credited;
THIRD, to the Series 2020 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2020 Reserve Account Requirement with respect to the Series 2020 Bonds; and
FOURTH, the balance shall first be deposited into the Series 2020 Costs of Issuance Account to fund any deficiencies in the amount allocated to pay the costs of issuance relating to the Series 2020 Bonds, and then the balance shall be retained in the Series 2020 Revenue Account.
On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the Series 2020 Revenue Account to the Series 2020 Rebate Account established for the Series 2020 Bonds in the Rebate Fund in accordance with the Master Indenture, the amount due and owing to the United States, which amount shall be paid to the United States when due in accordance with such Tax Regulatory Covenants.
Anything herein or in the Master Indenture to the contrary notwithstanding, moneys on deposit in all of the Funds and Accounts held as security for the Series 2020 Bonds shall be invested only in Series 2020 Investment Obligations. Earnings on investments in the Series 2020 Acquisition and Construction Account, the Series 2020 Interest Account and the Series 2020

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Capitalized Interest Account shall be retained, as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the Funds and Accounts other than the Series 2020 Reserve Account, and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2020 Revenue Account and used for the purpose of such Account.
Earnings on investments in the Series 2020 Reserve Account shall be disposed of as follows:
if there was no deficiency (as defined in Section 509 of the Master Indenture) in the Series 2020 Reserve Account as of the most recent date on which amounts on deposit in the Series 2020 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2020 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2020 Reserve Account shall be  deposited  into  the Series 2020 Capitalized Interest Account through November 1, 2020, and thereafter shall be deposited into the Series 2020 Revenue Account and used for the purpose of such Account; or
if there was a deficiency (as defined in Section 509 of the Master Indenture) in the Series 2020 Reserve Account as of the most recent date on which amounts on deposit in the Series 2020 Reserve Account were valued by the Trustee, or if after such date withdrawals have been made from the Series 2020 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2020 Reserve Account shall be deposited into the Series 2020 Reserve Account until the amount on deposit therein is e qual to the Series 2020 Reserve Account Requirement, and then earnings on investments in the Series 2020 Reserve Account shall be deposited into the Series 2020 Capitalized Interest Account through November 1, 2020, and thereafter shall be deposited into the Series 2020 Revenue Account and used for the purpose of such Account.
The foregoing determination and disbursement shall be made prior to any recalculation and transfer of excess amounts on deposit in the Series 2020 Reserve Account made pursuant to Section 405 hereof.

ARTICLE V
CONCERNING THE TRUSTEE

Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this First Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth herein and in the Master Indenture.

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Section 502. Limitation  of  Trustee's  Responsibility.   The   Trustee shall not be responsible in any manner for the due execution of this First Supplemental Indenture by the District or for the recitals contained herein, all of which are made solely by the District.

Section 503. Trustee's Duties. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Article VI thereof.

ARTICLE VI ADDITIONAL BONDS

Section 601. Limitation on Parity Bonds. Other than Refunding Bonds issued to refund the then Outstanding Series 2020 Bonds, the issuance of which results in net present value Debt Service savings, the District shall not, while any Series 2020 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Series 2020 Trust Estate. The District further covenants and agrees that so long as the Series 2020 Assessments have not been Substantially Absorbed, it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject to the Series 2020 Assessments; provided, however, that the foregoing shall not preclude the imposition of Assessments on property subject to the Series 2020 Assessments which are necessary for health, safety or welfare reasons, or to remediate a natural disaster, or to effect repairs to or replacement of property, facilities or equipment of the District without the consent of the Majority Owners.

ARTICLE VII MISCELLANEOUS

Section 701. Confirmation  of Master Indenture.  As  supplemented by this First Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this First Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and effect with respect to this First Supplemental Indenture and to the Series 2020 Bonds issued hereunder.

Section 702. Continuing  Disclosure  Agreement.  Contemporaneously with the execution and delivery hereof, the District has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2- 12 promulgated under the Securities Exchange Act of 1934. The District

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covenants and agrees to comply with the provisions of such Continuing Disclosure Agreement. However, as set forth therein, failure to so comply shall not constitute an Event of Default hereunder, but instead shall be enforceable as provided in such Continuing Disclosure Agreement.
Section 703. Additional Covenant  Regarding  Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in this First Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the Series 2020 Assessment Proceedings and the Assessment Methodology, and to levy the Series 2020 Assessments and any required true-up payments set forth in the Assessment Methodology, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2020 Bonds, when due.
Section 704. Collection of Assessments. (a) Anything herein or in the Master Indenture to the contrary notwithstanding, Series 2020 Assessments levied on platted lots and pledged hereunder to secure the Series 2020 Bonds shall be collected pursuant to the Uniform Method, and Series 2020 Assessments levied on unplatted lands and pledged hereunder to secure the Series 2020 Bonds shall be collected directly by the District pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform Method, in each case unless otherwise directed by the Trustee acting at the direction of the Majority Owners upon the occurrence and continuance of an Event of Default.
(b) All Series 2020 Assessments that are collected directly by the District and not via the Uniform Method shall be due and p ayable by the landowner no later than 30 days prior to each Interest Payment Date.
Section 705. Foreclosure of Assessment  Lien.  Notwithstanding Section 814 of the Master Indenture or any other provision of the Indenture to the contrary, the following provisions shall apply with respect to the Series 2020 Assessments and Series 2020 Bonds.
If any property shall be offered  for  sale  for  the  nonpayment  of  any  Series 2020 Assessments and no person or persons shall purchase such property for an amount e qual to the full amount due on the Series 2020 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount equal to the balance due on the Series 2020 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive, in its corporate name or in the name of a special purpose entity, title to the property for the benefit of the Owners of the Series 2020 Bonds; provided that the Trustee shall have the right, acting at the direction of the Majority Owners, but shall not be obligated, to direct the District with respect to any action taken pursuant to this Section 705. The District, either through its own actions or actions caused to be taken through the Trustee, shall have the power and shall lease or sell such

19 

property, and deposit all of the net proceeds of any such lease or sale into the Series 2020 Revenue Account. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall, after being provided assurances satisfactory to it of payment of its fees, costs and expenses for doing so, be required to take the measures provided by law for listing for sale of property acquired by it as trustee for the benefit of the Owners of the Series 2020 Bonds within 60 days after the receipt of the request therefor signed by the Trustee or the Majority Owners. The Trustee may, upon direction from the Majority Owners, pay costs associated with any actions taken by District pursuant to this paragraph from any moneys legally available for such purpose held under the Indenture.
Section 706. Owner  Direction  and  Consent  with  Respect  to Series 2020 Acquisition and Construction Account Upon Occurrence of Event of Default. In accordance with the provisions of the Indenture, the
Series 2020 Bonds are payable solely from the Series 2020 Pledged Revenues and any other moneys held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding, the District hereby acknowledges that (i) the Series 2020 Pledged Funds includes, without limitation, all amounts on deposit in the Series 2020 Acquisition and Construction Account then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Series 2020 Bonds, the Series 2020 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2020 Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the District had incurred a binding obligation with third parties for work on the Series 2020 Project and payment is for such work, and (iii) upon the occurrence of an Event of Default with respect to the Series 2020 Bonds, the Series 2020 Pledged Funds 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 pursuit of remedies under the Indenture. The District shall not enter into any binding agreement with respect to the Series 2020 Project that will cause the expenditure of additional funds from the Series 2020 Trust Estate after the occurrence and during the continuance of an Event of Default unless authorized in writing by the Majority Owners.
Section 707. Assignment of District's Rights Under Collateral Assignment. Subject to the terms of the Collateral Assignment, the  District hereby assigns its rights under the Collateral Assignment to the Trustee for the benefit of the Owners, from time to time, of the Series 2020 Bonds and any other Bonds issued under the Master Indenture. The Trustee shall not be deemed to have accepted any obligation under the Collateral Assignment by virtue of such assignment.
Section 708. Enforcement of True-Up Agreement and  Completion Agreement. The District, either through its own actions, or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the
20

provisions of the Completion Agreement and the True-Up Agreement, and, upon the occurrence and continuance of a default under  either  or  both  of such Agreements, the District covenants and agrees that the Trustee, at the direction of the Majority Owners, shall act on behalf of and in the District's stead to enforce the provisions of such Agreements and to pursue all available remedies under applicable law or in equity. Anything herein or in the Master  Indenture  to  the  contrary notwithstanding, failure of the  District  to enforce,  or permit the  Trustee to  enforce in its stead, all of the provisions of the Completion Agree me nt and True-Up Agreement upon demand of the Majority Owners, or the Trustee at the direction of the Majority Owners, shall constitute an Event of Default under the Indenture, provided, however, that the District shall have a reasonable opportunity to cure.
[Remainder of Page Intentionally Left Blank]

21 

IN WITNESS WHEREOF, Finley Woods Community Development District has caused this First Supplemental Indenture to be signed in its name and on its behalf by its Chairman, and its official seal to be hereunto affixed and attested by its Secretary, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this First Supplemental Indenture to be signed in its name and on its behalf by its duly authorized Vice President.
(SEAL)

Attest:

Secretary

FINLEY WOODS
COMMUNITY DEVELOPMENT DISTRICT

By: 		_ Chairman, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:_ 	_ Vice President

22

EXHIBIT A
DESCRIPTION OF SERIES 2020 PROJECT

[See Report of District Engineer Attached Hereto.]

A- 1

No. 2020R-

EXHIBIT B
FORM OF SERIES 2020 BONDS

UNITED STATES OF AMERICA STATE OF FLORIDA

$ [_]

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2020

Interest Rate
%

Maturity Date May 1, 20 [_]

Dated Date
[Closing Date]

CUSIP

Registered Owner:	CEDE & CO.
Principal Amount:
FINLEY	WOODS	COMMUNITY	DEVELOPMENT	DISTRICT,	a
community development district duly established and existing pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered Owner  set  forth above, or registered assigns, on the maturity date shown hereon, unless this Bond shall have been called for rede mption in whole or in part and payment of the Redemption Price (as defined in the Indenture hereinafter mentioned) shall  have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has  been paid or provided for or, if no interest has been paid, from the  Dated  Date shown above on May 1 and November 1 of each year (each, an "Interest Payment Date"), commencing on May 1, 2020, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment  Date will, as provided in the Indenture (as hereinafter defined), be paid to the registered Owner hereof at the close of business on the regular Record Date for such interest, which shall be the 15th day of the calendar month next preceding such Interest Payment Date or, if such day is not a Business Day on the Business  Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture (hereinafter defined), the payment of interest and  principal  or Redemption Price or Amortization Installments  shall be  made by the  Paying  Agent

B- 1

(hereinafter defined) to such person who, on a special record date which is fixed by the Trustee, which shall be not more than 15 and not less than 10 days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of this Bond. Any payment of principal, Amortization Installment or Redemption Price shall be made only upon presentation hereof at the designated corporate trust office of U.S. Bank National Association, located in Fort Lauderdale, Florida, or any alternate or successor paying agent (collectively, the "Paying Agent"), unless the Bonds are held in the book-entry system in which case presentation shall not be required. Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner set forth above if such Owner requests such method of payment in writing on or prior to the regular Record Date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner set forth above owns not less than $1,000, 000 in aggregate principal amount  of  the Series 2020 Bonds, as defined below). Interest on this Bond will be computed on the basis of a 360-day year of twelve 30-day months. During any period that this Bond is registered in the name of Cede & Co., as nominee of DTC, the provisions of the Supplemental Indenture (hereinafter defined) relating to the book-entry only system shall apply, including the payment provisions thereof. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the hereinafter defined Indenture.

This Bond is one of a duly authorized issue of Bonds of the  District designated "Finley Woods Community Development District Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One)" in the aggregate principal amount of $ [Bond Amount] (the "Series 2020 Bonds") issued under a Master Trust Indenture, dated as of February 1, 2020 (the "Master Indenture"), between the District and U.S. Bank National Association, Fort Lauderdale, Florida, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Indenture, dated as of February 1, 2020 (the "Supplemental Indenture" and together with the Master Indenture, the "Indenture"), between the District and the Trustee (the Series 2020 Bonds together with any other Bonds issued under and governed by the terms of the Master Indenture are hereinafter collectively referred to as the "Bonds"). The District will apply the proceeds of the Series 2020 Bonds to (i) finance a portion of the Cost of acquiring, constructing and equipping assessable improvements comprising the Series 2020 Project (as defined in the Supplemental Indenture), (ii) pay certain costs associated with the issuance of the Series 2020 Bonds, (iii) make a deposit into the Series 2020 Reserve Account to be held for the benefit of all of the Series 2020 Bonds, and (iv) pay a portion of the interest to become due on the Series 2020 Bonds.
NEITHER THIS BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THIS BOND AND THE

B-2

SERIES OF WHICH IT IS A PART AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE AUTHORIZING THE ISSUANCE OF THE SERIES 2020 BONDS. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE TERMS HEREOF. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE TERMS HEREOF SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2020 PLEDGED REVENUES AND THE SERIES 2020 PLEDGED FUNDS PLEDGED TO THE SERIES 2020 BONDS, ALL AS PROVIDED HEREIN AND IN THE INDENTURE .

This Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of Series 2020 Bonds issued under the Indenture, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, Amortization Installment and Redemption Price of, and the interest on, the Series 2020 Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of Series 2020 Assessments, the terms and conditions under which the Series 2020 Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Owners of the Series 2020 Bonds, and, by the acceptance of this Bond, the Owner hereof assents to all of the provisions of the Indenture. The Series 2020 Bonds are equally and ratably secured by the Series 2020 Trust Estate, without preference or priority of one Series 2020 Bond over another. The Supplemental Indenture does not authorize the issuance of any Additional Bonds ranking on parity with the Series 2020 Bonds as to the lien and pledge of the Series 2020 Trust Estate except, under certain circumstances, Refunding Bonds, and the Supplemental Indenture contains provisions limiting the imposition of capital assessments on property subject to the Series 2020 Assessments.

The Series 2020 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5, 000 or any integral multiple thereof (an "Authorized Denomination"); provided, however, that the Series 2020 Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of Authorized Denominations in excess of

B-3 

$100,000. This Bond is transferable by the registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Fort Lauderdale, Florida, as Bond Registrar (the "Bond Registrar"), upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new Bond or Bonds, in the same aggregate principal amount as the Bond or Bonds transferred,  will be issued to the transferee.   At the corporate trust office of the Bond Registrar in Fort Lauderdale, Florida, in the manner and subject to the limitations and conditions provided in the Master Indenture and without cost, except for any tax or other governmental charge, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate or rates.

The Series 2020 Bonds are subject to redemption prior to maturity at the option of the District on any Redemption Date on or after May 1, 20 (30] at the Redemption Price of the principal amount of the Series 2020 Bonds or portions thereof to be redeemed together with accrued interest to the Redemption Date.

The  Series  2020  Bonds  m aturing  May  1,  20[_],  are  subject  to  mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2020 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year

* Final maturity

Amortization Installment

May l
of the Year

Amortization Installment

The  Series  2020  Bonds  maturing  May  1,  20[_],  are  subject  to  mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2020 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the  Redemption  Price  of the  principal  amount thereof,  without premium,  together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

B-4

May 1
of the Year

Amortization Installment

May 1
of the Year

Amortization Installment

* Final maturity
The  Series  2020  Bonds  maturing May  1,  20 [_],  are  subject to  mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2020 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1
of the Year

Amortization Installment

May 1
of the Year

Amortization Installment

* Final maturity
The Series 2020 Bonds maturing May 1, 20[_], are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2020 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May l
of the Year

Amortization Installment

May 1
of the Year

Amortization Installment

* Final maturity
As more particularly set forth in the Indenture, any Series 2020 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2020 Bonds. Amortization Installments are also subject to recalculation, as provided in the

B-5

Supplemental Indenture, as the result of the redemption of Series 2020 Bonds other than from scheduled Amortization Installments so as to reamortize the remaining Outstanding principal balance of the Series 2020 Bonds as set forth in the Supplemental Indenture.

The Series 2020 Bonds are subject to extraordinary mandatory redemption prior to maturity on any Redemption Date in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the Redemption D ate, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Series 2020 Project, by application of moneys transferred from the Series 2020 Acquisition and Construction Account to the Series 2020 Prepayment Subaccount in accordance with the terms of the Indenture; or

from amounts, including Series 2020 Prepayments, required by the Indenture to be deposited into the Series 2020 Prepayment Subaccount; or

from amounts transferred to the Series 2020 Prepayment Subaccount resulting from a reduction in the Series 2020 Reserve Account Requirement resulting from Prepayments of Series 2020 Assessments as provided for in the Indenture; or

on the date on which the amount on deposit in the Series 2020 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2020 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2020 Bonds shall be called for redemption, the particular Series 2020 Bonds or portions of Series 2020 Bonds to be redeemed shall be selected by lot by the Bond Registrar as provided in the Indenture, or as provided or directed by DTC.

Notice of each redemption of Series 2020 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than 30 nor more than 45 days prior to the Redemption Date to each registered Owner of Series 2020 Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. 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 Indenture, the Series 2020 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 2020 Bonds or such portions thereof on such date, interest on such Series 2020 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2020 Bonds or such portions thereof so called for redemption shall cease to be entitled to

B-6

any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2020 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price  thereof so  held by the Paying Agent. Further notice of redemption shall be given  by  the  Bond Registrar to certain registered securities depositories and  information  services  as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall  in any manner  defeat the  effectiveness of a call for redemption if notice thereof is given as above prescribed.
Pursuant to the Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor as shall be specified in such  notice  of  optional redemption and may also be subject to rescission by the District if expressly  set  forth in such notice.
The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute an action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

In certain events, on the conditions, in the manner and with the effect  set  forth in the Indenture, the principal of all the Series 2020 Bonds then Outstanding under the Indenture may become and may be declared due and payable before the stated maturities thereof, with the interest accrued thereon.
Modifications or alterations of the Master Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Master Indenture.
Any moneys held by the Trustee or any Paying Agent in  trust  for  the  payment and discharge of any Bond which remain unclaimed for two years after the date when such Bond has become due and payable, either  at  its  stated maturity dates or by call for earlier redemption, if such moneys were held by the  Trustee  or any Paying Agent at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after  the  date  when  such Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Paying Agent to or  in respect of such moneys.
If the District deposits or causes to be deposited with the Trustee cash or Federal Securities sufficient to pay the principal or  Redemption  Price  of  any  Series 2020 Bonds becoming due at maturity or by call for  redemption  in  the manner set forth in the Indenture, together with the interest  accrued to the  due  date, the lien of the Series 2020 Bonds as to the Series 2020 Trust Estate shall be

B-7 

discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.
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 of Florida.

This Bond is issued with the intent that the laws of the State of Florida shall govern its construction.

All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resolutions of the District to happen, exist and be performed precedent to and in the issuance of this Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by the execution by the Trustee of the Certificate ofAuthentication endorsed hereon.

[Remainder of Page Intentionally Left Blank]

B-8

IN WITNESS WHEREOF, Finley Woods Community Development District has caused this Bond to bear the signature of the Chairman of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors.

Attest:

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

Secretary

(SEAL)

By:

_
Chairman, Board of Supervisors

CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Series designated herein, described in the within-mentioned Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee

Date of Authentication: February _, 2020

By:

__
Vice President

CERTIFICATE OF VALIDATION
This Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court for Alachua County, Florida rendered on November 19, 2019.

Chairman, Board of Supervisors, Finley Woods
Community Development District

B-9

[FORM OF ABBREVIATIONS]
The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM as tenants in common TEN ENT as tenants by the entireties
JT TEN as joint tenants with the right of survivorship and not as tenants in common

UNIFORM TRANSFER MIN ACT -
Uniform Transfer to Minors Act  	
(State)

Custodian
(Cust.)	(Minor)

under

Additional abbreviations may also be used though not in the above list.

[FORM OF ASSIGNMENT]
For value received, the undersigned hereby sells, assigns and transfers unto within	Bond	and	all	rights	thereunder,	and	hereby
irrevocably constitutes and appoints	_,  attorney
to transfer the said Bond on the books of the District, with full power of substitution in the premises.

D ated:

Social Security Number or Employer Identification Number of Transferee:
Signature guaranteed:

NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program.

NOTICE: The assignor's signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever.

B-10 

Finley Woods Community Development District

Bond Purchase Ag reement

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
(City of Gainesville, Florida)

$ 	_
Capital Improvement Revenue Bonds, Series 2020

January _, 2020

BOND PURCHASE AGREEMENT

Finley Woods Community Development District Gainesville, Florida

Ladies and Gentlemen:

MBS Capital Markets, LLC (the "Underwriter") offers to enter into this Bond Purchase Agreement with the Finley Woods Community Development District (the "District" or the "Issuer"). This offer is made subject to written acceptance hereof by the Issuer at or before 12:00 midnight, New York time, on the date hereof. If not so accepted, this offer will be subject to withdrawal by the Underwriter upon written notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Capitalized terms that are not defined herein shall have the meaning ascribed to such term in the Limited Offering Memorandum or the Indenture, as applicable, each as defined herein.

Purchase and Sale. Upon the terms and conditions and in reliance on the representations, warranties, covenants and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all)  of  its $ 	Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds"). The Series 2020 Bonds shall be dated as of the date of their delivery and shall be payable on the dates and principal amounts, bear such rates of interest and be subject to redemption, all as set forth in Exhibit A attached hereto. Interest on the Series 2020 Bonds is payable semi-annually on May 1 and November 1 each year, commencing May 1, 2020. The aggregate purchase price for the Series 2020 Bonds shall be $_                (representing the aggregate  par amount of the Series 2020 Bonds of $ 	_, less an Underwriter's discount on the Series 2020 Bonds of $ 	,

The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as Exhibit B.

The Series 2020 Bonds. The Series 2020 Bonds are authorized and issued 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 (collectively, the "Act"), and Ordinance No. 180972 enacted by the City Commission of the City of Gainesville, Florida (the "City") on August 1, 2019. The District was established for the purposes, among other things, of financing and managing the acquisition, construction, installation, maintenance and operation of the major infrastructure necessary for community development in Finley Woods (the "Development"). The

Series 2020 Bonds are being issued pursuant to the Act and a Master Trust Indenture, dated as of February 1, 2020 (the "Master Indenture"), between the District and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Indenture, dated as of February 1, 2020, between the District and the Trustee (the "First Supplemental Indenture," together with the Master Indenture, collectively, the "Indenture"), and Resolution Nos. 2019-26 and 2020-[_] adopted by the District on September 19, 2019 and January 8, 2020, respectively (together, the "Bond Resolution"), authorizing the issuance of the Series 2020 Bonds. The Series 2020 Assessments composing the Series 2020 Pledged Revenues will be levied by the Issuer on lands within the District specially benefited by the Series 2020 Project pursuant to resolutions duly adopted by the Board (collectively, the "Assessment Resolution"). The Series 2020 Bonds shall be as described in, and shall be issued and secured pursuant to, the provisions of the Indenture. The Issuer will also enter into: (a) a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with Finley Woods Development, LLC (the "Developer") and PFM Group Consulting, LLC, as dissemination agent; (b) the Acquisition Agreement (the "Acquisition Agreement") with the Developer; (c) the Collateral Assignment Agreement (the "Collateral Assignment") with the Developer; (d) the Completion Agreement (the "Completion Agreement") with the Developer;
the True-Up Agreement (the "True-Up Agreement") with the Developer; and (f) this Bond Purchase
Agreement. For purposes hereof, this Bond Purchase Agreement, the Indenture, the Continuing Disclosure Agreement, the Acquisition Agreement, the Collateral Assignment, the Completion Agreement and the True-Up Agreement, are referred to herein collectively as the "Financing Documents."

The Series 2020 Bonds are being issued to: (i) finance the Cost of acquiring, constructing and equipping assessable improvements comprising the Series 2020 Project, as more particularly described in the Limited Offering Memorandum (as defined herein); (ii) pay certain costs associated with the issuance of the Series 2020 Bonds; (iii) make a deposit into the Series 2020 Reserve Account to be held for the benefit of all of the Series 2020 Bonds; and (iv) pay a portion of the interest first coming due on the Series 2020 Bonds.
The principal and interest on the Series 2020 Bonds are payable from and secured by the Series 2020 Trust Estate, which includes the Series 2020 Pledged Revenues and the Series 2020 Pledged Funds. The Series 2020 Pledged Revenues consist primarily of the revenues derived by the District from non ad­ valorem special assessments levied against certain residential lands in the District that are subject to assessment as a result of the Series 2020 Project or any portion thereof (the "Series 2020 Assessments").
Delivery of Limited Offerin& Memorandum and OU1er Documents. (a) Prior to the date hereof, the Issuer provided to the Underwriter for its review the Preliminary Limited Offering Memorandum, dated January _J 2020 (the "Preliminary Limited Offering Memorandum"), that the Issuer deemed final as of its date, except for certain permitted omissions (the "permitted omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") in connection with the pricing of the Series 2020 Bonds. The Issuer hereby confirms that the Preliminary Limited Offering Memorandum, was deemed final as of its date, except for the permitted omissions.

The Issuer shall deliver, or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof or use good faith to deliver within such shorter period as may be requested by the Underwriter and at least three (3) business days prior to the date the Series 2020 Bonds are delivered to the Underwriter, or within such other period as the Underwriter may inform the Issuer which is necessary for the Underwriter to comply with regulations of the Municipal Securities Rulemaking Board ("MSRB") in order to accompany any confirmation that requests payment

2

from any customer sufficient copies of the final Limited Offering Memorandum ("Limited Offering Memorandum") to enable the Underwriter to fulfill its obligations pursuant to the securities laws of Florida and the United States, in form and substance satisfactory to the Underwriter. In determining whether the number of copies to be delivered by the Issuer are reasonably necessary, at a minimum, the number shall be determined by the Underwriter and conveyed to the Issuer as shall be sufficient to enable the Underwriter to comply with the requirements of the Rule, all applicable rules of the MSRB, and to fulfill its duties and responsibilities under Florida and federal securities laws generally.
The Underwriter agrees to file the Limited Offering Memorandum in accordance with applicable MSRB rules.

The Issuer authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in connection with the public offering and sale of the Series 2020 Bonds. The Underwriter agrees that it will not confirm the sale of any Series 2020 Bonds unless the confirmation of sale requesting payment is accompanied or preceded by the delivery of a copy of the Limited Offering Memorandum.
From the date hereof until the earlier of (i) 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 (but in no case less than twenty-five (25) days following the end of the underwriting period), if the Issuer has knowledge of the occurrence of any event which may make it necessary to amend or supplement the Limited Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter and if, in the reasonable opinion of the Issuer or the reasonable opinion of the Underwriter, such event requires the preparation and publication of an amendment or supplement to the Limited Offering Memorandum, the Issuer, at its expense (unless such event was caused by the Underwriter), shall promptly prepare an appropriate amendment or supplement thereto (and file or cause, to be filed, the same with the MSRB, and mail such amendment or supplement to each record owner of Series 2020 Bonds) so that the statements in the Limited Offering Memorandum as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading, in a form and in a manner reasonably approved by the Underwriter. The Issuer will promptly notify the Underwriter of the occurrence of any event of which it has knowledge, which, in its opinion, is an event described in the preceding sentence. The amendments or supplements that may be authorized for use with respect to the Series 2020 Bonds are hereinafter included within the term "Limited Offering Memorandum."
Authority of the Underwriter. The Underwriter is duly authorized to execu_te this Bond Purchase Agreement and to perform its obligations hereunder. The Underwriter hereby represents that neither it nor any "person" or "affiliate" has been on the "convicted vendor list" during the past thirty-six
(36) months, as all such terms are defined in Section 287.133, Florida Statutes, as amended.

Offering and Sal of Bonds. The Underwriter agrees to make a bona fide limited offering to "accredited investors" representing the general public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of Underwriter or wholesalers) of all of the Series 2020 Bonds at not in excess of the initial public offering price or prices (or below the yield or yields) set forth in Exhibit A hereto; provided, however, that the Underwriter may (i) offer and sell the Series 2020 Bonds to certain bond houses, brokers or to similar persons or organizations acting in the capacity of underwriters or wholesalers at prices lower than the public offering prices set forth in Exhibit A hereto, and (ii) change

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such initial offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Series 2020 Bonds. The Issuer hereby authorizes the Underwriter to use the Limited Offering Memorandum in connection with the public offering and sale of the Series 2020 Bonds and ratifies and confirms the distribution and use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with such public offering and sale.

lssu er R presentations, Warranties, Covena nts and Agreements. The Issuer represents and warrants to and covenants and agrees with the Underwriter that, as of the date hereof and as of the date of the Closing (hereinafter defined):
The District is a local unit of special purpose government, duly organized and established and validly existing under the Act and the Constitution and laws of the State of Florida, with full legal right, power and authority to: (i) adopt the Bond Resolution and the Assessment Resolution; (ii) enter into the Financing Documents; (iii) sell, issue and deliver the Series 2020 Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the Series 2020 Bonds for the purposes described in the Limited Offering Memorandum; (v) authorize the distribution of the Preliminary Limited Offering Memorandum and execution of the Limited Offering Memorandum; (vi) carry out and consummate the transactions contemplated by the Bond Resolution, the Assessment Resolution, the Financing Documents and the Limited Offering Memorandum; (vii) undertake the completion or acquisition of the Series 2020 Project; and (viii) levy and collect the Series 2020 Assessments that will secure the Series 2020 Bonds. The Issuer has complied, and at the Closing will be in compliance in all respects, with the terms of the Act and with the obligations on its part contained in the Financing Documents and the Series 2020 Bonds.
The District has complied, and at the Closing will be in compliance in all respects, with the Bond Resolution, the Assessment Resolution, the Act, and the Constitution and laws of the State of Florida in all matters relating to the Financing Documents and the Series 2020 Bonds, and the imposition, and levy and collection of the Series 2020 Assessments.
The District has duly authorized and approved (and, with respect to the final Series 2020 Assessments, will duly authorize and approve) (1) the execution and delivery, or adoption, as the case may be, and performance of the Financing Documents, the Series 2020 Assessments and the Series 2020 Bonds, (2) the use and distribution of the Preliminary Limited Offering Memorandum and the execution, delivery and distribution of the Limited Offering Memorandum, and (3) the taking of any and all such action as may be required on the part of the District to carry out, give effect to and consummate the transactions contemplated by the Financing Documents, the Series 2020 Assessments the Series 2020 Bonds and the Limited Offering Memorandum.

Each of the Financing Documents constitutes, or will at Closing constitute, a legally valid and binding obligation of the District enforceable in accordance with its terms, and, upon due authorization, execution and delivery hereof and thereof by the parties hereto, will constitute the legal, valid and binding obligation of the District enforceable in accordance with its terms.
When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Series 2020 Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute legal, valid and binding special obligations of the District, conforming to the Act, and entitled to the benefit and security of the Indenture.

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Upon the execution, authentication, issuance and delivery of the Series 2020 Bonds as aforesaid, the First Supplemental Indenture will provide, for the benefit of the holders from time to time of the Series 2020 Bonds, a legally valid and binding pledge of and a security interest in and to the Series 2020 Trust Estate pledged to the Series 2020 Bonds, subject only to the provisions of the First Supplemental Indenture permitting the application of such Series 2020 Trust Estate for the purposes and on the terms and conditions set forth in the First Supplemental Indenture.

Other than any approvals that might be required under the securities laws of any state, no approval, permit, consent or authorization of, or registration or filing with, any governmental or public agency or authority or any other entity not already obtained or made, or to be made simultaneously with the issuance of the Series 2020 Bonds, is required to be obtained by the District in connection with the issuance and sale of the Series 2020 Bonds, or the execution and delivery by the District of, or the due performance of its obligations under the Financing Documents and the Series 2020 Bonds, and any such approvals, permits, consents or authorizations so obtained are in full force and effect.

The District is not in breach of or in default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, the Financing Documents, the Series 2020 Bonds or any applicable judgment or decree or any other 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 property or assets is otherwise subject, that could have a materially adverse effect on the business or operations of the District, and no event of default by the District has occurred and is continuing under any such instrument.
The execution and delivery by the District of the Financing Documents, the Series 2020 Bonds and any other instrument to which the District is a party and which is used or contemplated for use in conjunction with the transactions contemplated by the Financing Documents, the Series 2020 Bonds or the Limited Offering Memorandum, and the compliance with the provisions of each such instrument and the consummation of any transactions contemplated hereby and thereby, will not conflict with or constitute a breach of, or default under any indenture, contract, agreement, or other instrument to which the District is a party or by which it is bound, or to the best of its knowledge under any provision of the Constitution of the State of Florida or any existing law, rule, regulation, ordinance, judgment, order or decree to which the District (or any of its supervisors or officers in their respective capacities as such) or its properties is subject.

U) Except as disclosed in the Limited Offering Memorandum,  there is  no  action,  suit, hearing, inquiry or investigation, at law or in equity, before or by any court, public board, agency or body, pending or, to the best knowledge of the District, threatened against the District or any of its supervisors in their respective capacities as such, in which an unfavorable decision, ruling or finding would, in any material way, adversely affect (1) the transactions contemplated by the Financing Documents, the Series 2020 Bonds or the proceedings relating to the Series 2020 Assessments, (2) the organization, existence or powers of the District or any of its supervisors or officers in their respective capacities as such, (3) the business, properties or assets or the condition, financial or otherwise, of the District, (4) the validity or enforceability of the Series 2020 Bonds, the Financing Documents, the Series 2020 Assessments or any other agreement or instrument to which the District is a party and which is used or contemplated for use in the transactions contemplated hereby or by the Indenture, (5) the exclusion from gross income for federal income tax purposes of the interest on the Series 2020 Bonds, (6) the exemption under the Act of the Series 2020 Bonds and the interest thereon from taxation imposed by the

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State of Florida, (7) the legality of investment in the Series 2020 Bonds for certain investors as provided in the Act, (8) the issuance, sale or delivery of the Series 2020 Bonds, or (9) the collection of the Series 2020 Assessments and the pledge thereof under the Indenture to pay the principal or premium, if any, or interest on the Series 2020 Bonds.
Other than as stated in the Limited Offering Memorandum, the District has not issued, assumed or guaranteed any indebtedness, incurred any material liabilities, direct or contingent, or entered into any contract or arrangement of any kind payable from or secured by a pledge of the Series 2020 Pledged Revenues and Series 2020 Pledged Funds pledged to the Series 2020 Bonds with a lien thereon prior to or on a parity with the lien of the Series 2020 Bonds.
Between the date of this Bond Purchase Agreement and the date of the Closing, the District will not, without the prior written consent of the Underwriter, incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District, other than (1) as contemplated by the Limited Offering Memorandum, or (2) in the ordinary course of business.
Any certificates signed by any official of the District authorized to do so shall be deemed a representation and warranty by the District to the Underwriter as to the statements made therein.

No representation or warranty by the District in this Bond Purchase Agreement nor any statement, certificate, document or exhibit furnished to or to be furnished by the District pursuant to this Bond Purchase Agreement or the Limited Offering Memorandum or in connection with the transactions contemplated hereby contains or will contain on the date of Closing any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information concerning The Depository Trust Company or the Underwriter.

The District is not in default and has not been in default at any time after December 31, 1975 as to principal or interest with respect to any obligations issued or guaranteed by the District.
The Closin�. At 12:00 noon, New York time, on February _J 2020, or at such earlier or later time or date to which the Issuer and the Underwriter may mutually agree, the Issuer will, subject to the terms and conditions hereof, deliver the Series 2020 Bonds to the Underwriter in full book-entry form, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the aggregate purchase price of the Series 2020 Bonds as set forth in Paragraph 1 hereof (such delivery of and payment for the Series 2020 Bonds is herein called the "Closing"). The Issuer shall cause CUSIP identification numbers to be printed on the Series 2020 Bonds, but neither the failure to print such number on any Series 2020 Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Series 2020 Bonds in accordance with the terms of this Bond Purchase Agreement. The Closing shall occur at the offices of the Issuer, or such other place to which the Issuer and the Underwriter shall have mutually agreed. The Series 2020 Bonds shall be prepared and delivered as fully registered bonds in such authorized denominations and registered in full book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") and shall be delivered to DTC during the business day prior to the Closing for purposes of inspection, unless

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the OTC "F.A.S.T." procedure is used which requires the Registrar to retain possession of the Series 2020 Bonds.

Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations, warranties and agreements of the District contained herein and contained in the documents and instruments delivered at the Closing, and upon the performance by the District of its obligations hereunder, as of the date of the Closing. Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to cause the purchase, acceptance of delivery and payment for the Series 2020 Bonds shall be subject to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions:
The representations and warranties of the District contained herein shall be true, complete and correct on and as of the date of the Closing, the statements made in all certificates and other documents delivered to the Underwriter at the Closing shall be true, complete and correct as of the date of Closing, and the District shall be in compliance with each of the agreements made by it in this Bond Purchase Agreement and the Indenture as of the date of Closing;
At the Closing, (1) the Financing Documents and the Series 2020 Assessments shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and the District shall have adopted and there shall be in full force and effect such additional agreements therewith and in connection with the issuance of the Series 2020 Bonds all such action as in the reasonable opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby, (2) the Limited Offering Memorandum shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, (3) there shall not have occurred any event that causes the Limited Offering Memorandum or any amendment or supplement thereto to contain an untrue or misleading statement of fact that in the opinion of the Underwriter or its counsel is material or omits to state a fact that in the opinion of the Underwriter or its counsel is material and necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (4) the District shall perform or shall have performed all of its obligations under or specified in the Financing Documents to be performed at or prior to the Closing, and (5) the Series 2020 Bonds shall have been duly authorized, executed, authenticated and delivered;
At or prior to the Closing, the Underwriter shall have received executed or certified copies of the following documents:
Certificates, dated the date of Closing regarding the Limited Offering Memorandum and no default;
The Bond Resolution and the Assessment Resolution, certified by authorized officers of the District under its seal as a true and correct copy and as having been adopted with only such amendments, modifications or supplements as may have been approved by the Underwriter;
A certificate of the District, dated the date of Closing, signed on its behalf by the Chair and the Secretary or an Assistant Secretary of its Board of Supervisors, in substantially the form of Exhibit C hereto;

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An opinion, dated the date of Closing, of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, substantially in the form attached as an Appendix to the Limited Offering Memorandum;

An opinion of Bond Counsel to the effect that Bond Counsel has reviewed the statements contained in the Limited Offering Memorandum under the sections captioned "DESCRIPTION OF THE SERIES 2020 BONDS" (other than the portion thereof captioned "Book­ Entry Only System" and other than any information therein relating to OTC or the book-entry system, as to which no opinion is expressed) and "SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2020 BONDS" (other than the portions thereof captioned "Agreement for Assignment of Development Rights," "Completion Agreement," and "True-Up Agreement'' as to all of which no opinion will be expressed) and, insofar as such statements purport to be summaries of certain provisions of the Series 2020 Bonds, the Act and the Indenture, they constitute a fair summary of the information purported to be summarized therein, and the statements in the Limited Offering Memorandum on the cover relating to Bond Counsel's opinion and under the caption "TAX MATIERS" are accurate statements or summaries of the matters therein set forth;
An opinion, dated the date of Closing, of Hopping Green & Sams, P.A., Tallahassee, Florida, District Counsel, in substantially the form of Exhibit D hereto;
Copies of the Master Assessment Methodology and the Supplemental Assessment Methodology, Phase IC & Phase 2 prepared by PFM Financial Advisors, LLC and a certificate from such firm in substantially the form attached hereto as Exhibit E;
An opinion, dated the date of Closing, of Bryant Miller Olive P.A., Orlando, Florida, Counsel to the Underwriter (the "Underwriter's Counsel"), in form and substance satisfactory to the Underwriter;
An opinion, dated the date of Closing and addressed to the Underwriter, the Issuer and Bond Counsel, of counsel to the Trustee, in form and substance acceptable to the Underwriter and a customary authorization and incumbency certificate, dated the date of Closing, signed by authorized officers of the Trustee;
A certificate of the Developer, in substantially the form of the certificate included herein as Exhibit G and an opinion of counsel to the Developer in substantially the form included herein as Exhibit H (which may be addressed to such parties in one or more separate opinions);
Copies of the Master Engineer's Report and the Supplemental Engineer's Report #1 and a certificate from the Issuer's Consulting Engineer, in substantially the form attached hereto as Exhibit I dated the date of Closing and addressed to the Issuer and the Underwriter;

A certificate, dated the date of Closing, of the authorized officers of the District to the effect that, on the basis of the facts, estimates and circumstances in effect on the date of Closing, it is not expected that the proceeds of the Series 2020 Bonds will be used in a manner that would cause the Series 2020 Bonds to be "arbitrage bonds" within the meaning of Section 148 of Internal Revenue Code of 1986, as amended;

Specimen Series 2020 Bonds;

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A copy of the executed Letter of Representations between the District and The Depository Trust Company, New York, New York;

Executed Financing Documents;

A mortgagee special assessment acknowledgment and subordination from any first lien mortgage holders in Assessment Area One;
Evidence of compliance with the requirements of Section 189.051, Florida Statutes;

A copy of the Final Judgment issued on November 19, 2019 and by the Circuit Court of the Eighth Judicial Circuit of Florida, in and for Alachua County, Florida in Case No. 2019-CA-3318 and a certificate of no appeal;
A Declaration of Consent from the Developer;

A certificate of the District Manager, in substantially the form of the certificate included herein as Exhibit F; and

Such additional legal opinions, certificates (including such certificates as may be required by regulations of the Internal Revenue Service in order to establish the tax exempt character of the Series 2020 Bonds, which certificates shall be satisfactory in form and substance to Bond Counsel), and other evidence as the Underwriter, Bond Counsel or Underwriter's Counsel may deem necessary to evidence the truth and accuracy as of the Closing of the representations and warranties of the District herein contained and of the information contained in the Limited Offering Memorandum and the due performance and satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by it.
All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance as set forth herein or as described herein or as otherwise satisfactory to the Underwriter. Receipt of, and payments for, the Series 2020 Bonds shall constitute evidence of the satisfactory nature of such as to the Underwriter. The performance of any and all obligations of the District hereunder and the performance of any and all conditions herein for the benefit of the Underwriter may be waived by the Underwriter in their sole discretion.

If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to cause the purchase, acceptance of delivery and payment for the Series 2020 Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to cause the purchase, acceptance of delivery and payment of the Series 2020 Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Underwriter nor the District shall be under further obligation hereunder, but the respective obligations of the Underwriter and the District set forth in Section 10 hereof shall continue in full force and effect.

Termination. The Underwriter may terminate this Bond Purchase Agreement by written notice to the Issuer in the event that between the date hereof and the Closing:

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the marketability of the Series 2020 Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation (other than any actions taken by either House of Congress on or prior to the date hereof) (i) enacted or adopted by the United States, (ii) recommended to the Congress or otherwise endorsed for passage, by press release, other form of notice or otherwise, by the President of the United States, the chair or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, the Treasury Department of the United States or the Internal Revenue Service, or (iii) favorably reported out of the appropriate Committee for passage to either House of the Congress by any full Committee of such House to which such legislation has been referred for consideration, or by any decision of any court of the United States or by any order, rule or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States, the Internal Revenue Service or any other authority or regulatory body of the United States, or by a release or announcement or communication issued or sent by the Treasury Department or the Internal Revenue Service of the United States, or any comparable legislative, judicial or administrative development affecting the federal tax status of the Issuer, its property or income, obligations of the general character of the Series 2020 Bonds, as contemplated hereby, or the interest thereon; or
any legislation, rule, or regulations shall be introduced in, or be enacted or adopted in the State of Florida, or a decision by any court of competent jurisdiction within the State of Florida shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2020 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2020 Bonds to be purchased by them; or
any amendment to the Limited Offering Memorandum is proposed by the Issuer or deemed necessary by Bond Counsel, or the Underwriter which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2020 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2020 Bonds to be purchased by them; or
there shall have occurred any outbreak or escalation of hostility, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the offering or delivery of the Series 2020 Bonds as contemplated by the Limited Offering Memorandum (exclusive of any amendment or supplement thereto); or

legislation shall be enacted or adopted, or any action shall be taken by, or on behalf of, the Securities and Exchange Commission which, in the reasonable opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Series 2020 Bonds to be registered under the Securities Act of 1933, as amended, or the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, or any laws analogous thereto relating to governmental bodies, and compliance therewith cannot be accomplished prior to the Closing; or

legislation shall be introduced by amendment or otherwise in or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a Court of the United States of America shall be rendered, or a stop order, ruling, release, regulation, official statement or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental authority having jurisdiction of the subject matter of the Series 2020 Bonds shall have been proposed, issued or made (which is beyond the control of the Underwriter or the Issuer to prevent or

10

avoid) to the effect that the issuance, offering or sale of the Series 2020 Bonds as contemplated hereby or by the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Series 2020 Bonds is or would be in violation of any of the federal securities laws at Closing, including the Securities Act of 1933, as amended and then in effect, the Securities Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act of 1939, as amended and then in effect, or with the purpose or effect of otherwise prohibiting the offering and sale of obligations of the general character of the Series 2020 Bonds, or the Series 2020 Bonds, as contemplated hereby; or
there shall have occurred, after the signing hereof, either a financial crisis or a default with respect to the debt obligations of the Issuer or proceedings under the federal or State of Florida
bankruptcy laws shall have been instituted by the Issuer, in either case the effect of which, in the reasonable judgment of the Underwriter, is such as to materially and adversely affect (i) the market price or the marketability of the Series 2020 Bonds, or (ii) the ability of the Underwriter to enforce contracts for the sale of the Series 2020 Bonds; or

a general banking moratorium shall have been declared by the United States, New York or Florida authorities, which in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2020 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2020 Bonds to be purchased by them; or

any national securities exchange, or any governmental authority, shall impose, as to the Series 2020 Bonds or obligations of the general character of the Series 2020 Bonds any material restrictions not now in force, or increase materially those now in force, with respect to the establishment of material restrictions upon trading of securities, including limited or minimum prices, by any governmental authority or by any national securities exchange, which in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2020 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2020 Bonds to be purchased by it; or

U) legal action shall have been filed against the Issuer wherein an adverse ruling would materially adversely affect the transactions contemplated hereby or by the Limited Offering Memorandum or the validity of the Series 2020 Bonds, the Bond Resolution, the Assessment Resolution, the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement; provided, however, that as to any such litigation, the Issuer may request and the Underwriter may accept an opinion by Bond Counsel, or of other counsel acceptable to the Underwriter, that in such counsel's opinion the issues raised by any such litigation or proceeding are without substance or that the contentions of any plaintiffs therein are without merit; or

there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the Issuer's obligations; or

any information shall have become known which, in the Underwriter's reasonable opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Limited Offering Memorandum, as the information contained therein has been supplemented or amended by other information, or causes the Limited Offering Memorandum, as so supplemented or amended, to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and upon the receipt of notice

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of same by the Issuer, the Issuer fails to promptly amend or supplement the Limited Offering Memorandum; or

an event occurs as a result of which the Limited Offering Memorandum, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact which is necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading which, in the reasonable opinion of the Underwriter, requires an amendment or supplement to the Limited Offering Memorandum and, in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Series 2020 Bonds or the contemplated offering prices thereof and upon the receipt of notice by the Issuer, the Issuer fails to promptly amend or supplement the Limited Offering Memorandum.
the IRS makes a determination with respect to any special purpose development district formed under State law (referred to herein as a "Special District") deeming that all or certain of such Special Districts are not a "political subdivision" for purposes of Section 103(a) of the Code, and such determination, in the reasonable opinion of the Underwriter, materially adversely affects the federal tax status of the District, the tax exempt character or marketability of the Series 2020 Bonds or the contemplated offering prices thereof.
Expenses.

The District agrees to pay from the proceeds of the Series 2020 Bonds, and the Underwriter shall be under no obligation to pay, all expenses incident to the performance of the District's obligations hereunder, including but not limited to (1) the cost of the preparation, printing or other reproduction (for distribution prior to, on or after the date of acceptance of this Bond Purchase Agreement) of a reasonable number of copies of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum; (2) the fees and disbursements of Bond Counsel, District Counsel, PFM Financial Advisors, LLC, as Methodology Consultant, CHW, as Consulting Engineer, and any other experts or consultants retained by the District, including, but not limited to, the fees and expenses of the District Manager; (3) the fees and disbursements of Underwriter's Counsel, (4) the fees and disbursements of the Trustee, Bond Registrar and Paying Agent under the Indenture; and (5) out-of­ pocket expenses of the District.
The Underwriter shall pay (1) the cost of qualifying the Series 2020 Bonds for sale in various states chosen by the Underwriter and the cost of preparing or printing any Blue Sky and legal investment memoranda to be used in connection with such sale; and (2) out-of-pocket expenses, including advertising, incurred by them in connection with their offering and distribution of the Series 2020 Bonds.
In the event that either the District or the Underwriter shall have paid obligations of the other as set forth in this Section, adjustment shall be made at or prior to Closing.
No Advi sory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase and sale of the Series 2020 Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall

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Street Reform and Consumer Protection Act}, agent or fiduciary of the District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter or any affiliate of the Underwriter has provided other services or is currently providing other services to the District on other matters) and the Underwriter has no obligation to the District with respect to the offering contemplated hereby except the obligations expressly set forth in this Bond Purchase Agreement, (iv) the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the offering of the Series 2020 Bonds, (v) the Underwriter has financial and other interests that differ from those of the District, and (vi) the District has received the Underwriter's G-17 Disclosure Letter.
Notices. All notices, demands and formal actions hereunder shall be in writing and mailed, telegraphed or delivered to:

The Underwriter:

The District:

Copy to:

MBS Capital Markets, LLC 152 Lincoln Avenue Winter Park, Florida 32789
Attn: Brett Sealy

Finley Woods Community Development District c/o PFM Group Consulting, LLC
12051 Corporate Boulevard
Orlando, Florida 32817 Attn: Jane Gaarlandt Phone: (407) 723-5900

Hopping Green & Sams, P.A. 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Katie Buchanan, Esq.

Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Issuer and the Underwriter (including the successors or assignees of the Issuer or the Underwriter) and no other party or person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties, covenants and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) the delivery of and payment for the Series 2020 Bonds pursuant to this Bond Purchase Agreement; or (iii) any termination of this Bond Purchase Agreement but only to the extent provided by the last paragraph of Section 8 hereof.

Waiver. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Issuer hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter, in their sole discretion.
Effectiveness. This Bond Purchase Agreement shall become effective upon the execution of the acceptance hereof by the Chair or Vice Chair and shall be valid and enforceable at the time of such acceptance.

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Cou nterparts. This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.
1-feadings. The headings of the sections of this Bond Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof.
Florida Law Governs. The validity, interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State of Florida.
Truth In Bonding Sta tement. Pursuant to the provisions of Section 218.385(2) and (3), Florida Statutes, as amended, the Underwriter provides the following truth-in-bonding statement:

The Issuer is proposing to issue the Series 2020 Bonds for the purposes of (i) paying the Costs of the Series 2020 Project; (ii) paying certain costs associated with the issuance of the Series 2020 Bonds; (iii) making a deposit into the Series 2020 Reserve Account to be held for the benefit of all of the Series 2020 Bonds; and (iv) paying a portion of the interest first coming due on the Series 2020 Bonds. The Series 2020 Bonds are expected to be repaid over a period of approximately 	( ) years. At a true interest cost of approximately %, total interest paid over the life of the Series 2020 Bonds will be approximately $ 	
The sources of repayment for the Series 2020 Bonds are the Series 2020 Pledged Revenues and the Series 2020 Pledged Funds (as described in Section 2 hereof). Authorizing the Series 2020 Bonds will result in a maximum of approximately $ 	_ not being available to finance other services of the Issuer every year for approximately _ (_) years.

Establishment of Issue Price.

The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2020 Bonds and shall execute and deliver to the Issuer at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit I, with such modifications as may be appropriate or necessary, in the
reasonable judgment of the Underwriter, the Issuer 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 Series 2020 Bonds.

The Issuer will treat the first price at which 10% of each maturity of the Series 2020 Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Series 2020 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2020 Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2020 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the date of Closing has occurred, until the 10% test has been satisfied as to the Series 2020 Bonds of that maturity or until all Series 2020 Bonds of that maturity have been sold to the public.

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. Entire Agreement.  This Bond Purchase Agreement when accepted by you in writing as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter (including the successors or assigns of the Issuer or the Underwriter). No other person shall acquire or have any right hereunder or by virtue hereof.
Very truly yours,
MBS CAPITAL MARKETS, LLC

Accepted by:

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

By:	 Name: Ginney Patterson
Title:	Chair

By: 	 Name: Brett Sealy
Title:	Managing Partner

15

EXHIBIT A

AMOUNTS, INTEREST RATES, MATURITIES AND YIELDS

REDEMPTION PROVISIONS FOR THE SERIES 2020 BONDS

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EXHIBIT B
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

$__ 	
Capital Improvement Revenue Bonds, Series 2020

DISCLOSURE STATEMENT

_	_, 2020

Finley Woods Community Development District Gainesville, Florida

Ladies and Gentlemen:

Pursuant to Chapter 218.385, Florida Statutes, and with respect to the issuance of the above­ referenced bonds (the "Bonds"), MBS Capital Markets, LLC (the "Underwriter"), having purchased the above-captioned Bonds pursuant to a Bond Purchase Agreement dated January _, 2020 (the "Purchase Agreement") between the Underwriter and Finley Woods Community Development District (the "District"), makes the following disclosures in connection with the limited public offering and sale of the Bonds:

The total underwriting discount paid to the Underwriter pursuant to the Purchase Agreement is $ 	( %).
The total amount of expenses estimated to be incurred by the Underwriter in connection with the issuance of the Bonds is $_       _.  An itemization of these expenses is attached hereto as Schedule I.

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.

The components of the Underwriter's discount are as follows:

Management Fee:	Per $1 ,000
$	
or	$	
Takedown:		or	
Expenses:		or	
$	$

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There are no other fees, bonuses, 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.
The name and address of the Underwriter is set forth below: MBS Capital Markets, LLC
152 Lincoln Avenue
Winter Park, Florida 32789

We understand that you do not require any further disclosure from the Underwriter, pursuant to Section 218.385(6), Florida Statutes, as amended.

Very truly yours,

MBS CAPITAL MARKETS, LLC

By: 	
Name: Brett Sealy
Title:	Managing Partner

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SCHEDULE I
ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER

Travel Expenses	$
Communication Day Loan
Clearance & Settlement Charges CUSIP / DTC
Contingency
Total	$

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EXHIBIT C CERTIFICATE OF DISTRICT

The undersigned, as Chair and [Assistant] Secretary, respectively, of the Board of Supervisors of Finley Woods Community Development District (the "District"), a local unit of special-purpose government duly established and validly existing under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, as amended (the "Act"), hereby certify to MBS Capital Markets, LLC (the "Underwriter") in satisfaction of Section 8(c)(3) of the Bond Purchase Agreement, dated January _J 2020, with the District (the "Bond Purchase Agreement") in connection with the issuance by the District of its $_ 	 Capital Improvement Revenue Bonds, Series 2020 (the "Bonds"), as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Bond Purchase Agreement):
Ginney Patterson is the duly appointed and acting  Chair  of, and 	is the duly appointed and acting [Assistant] Secretary to, the Board of Supervisors of the District, authorized by resolution of the Board of Supervisors of the District pursuant to the Act to be custodian of all bonds, documents and papers filed with the District and the official seal of the District.

There is currently one vacancy on the Board of Supervisors. The following named persons are as of the date hereof the duly elected, qualified and acting members of the Board of Supervisors of the District holding the office of appointment set forth opposite their names:

Name
Ginney Patterson•

Chair

Title

Te.rm Ex_p,ires
November 2023

Hank Taylor· Tripp Norfleet* Emilee Lowe·

* Affiliated with Developer.

Vice Chair Assistant Secretary Assistant Secretary

November 2023
November 2021
November 2021

Each of said persons since his or her appointment as aforesaid has been and now is the duly designated and qualified officer of the Board of Supervisors of the District holding the office  set forth opposite his or her name, if required to file an oath of office, has done so, and if legally required to give a bond or undertaking has filed such bond or undertaking in form and amount required by law.

The seal, an impression of which appears below, was duly adopted by the District as its official seal and is the only legally adopted, proper and official seal of the District.

The Board of Supervisors of the District, at a duly called and held meeting of the Board of Supervisors of the District on September 19, 2019 and January 8, 2020, duly adopted Resolution Nos. 2019-26 and 2020-[_], respectively, true and correct copies of which are attached hereto (collectively, the "Bond Resolution"), which Bond Resolution remains in full force and effect on the date hereof.
The Board of Supervisors of the District, at duly called and held meetings of the Board of Supervisors of the District on September 19, 2019, September 19, 2019, October 24, 2019, and February _J 2020, duly adopted Resolution Nos. 2019-24, Resolution No. 2019-25, Resolution No. 2020-05 and

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Resolution No. 2020-[_], respectively, true and correct copies of which are attached hereto (collectively, the "Assessment Resolutions"), which Assessment Resolutions remain in full force and effect on the date hereof.

The District has complied with the provisions of Chapters 170, 190 and 197, Florida Statutes related to the imposition, levy, collection and enforcement of the Series 2020 Assessments.

Upon authentication and delivery of the Bonds, the District will not be in default in the performance of the terms and provisions of the Bond Resolution, the Assessment Resolutions or the Indenture.
Each of the representations and warranties made by the District in the Bond Purchase Agreement is, to the best of our knowledge and belief, true and accurate on and as of this date.

The District has complied with all the agreements and satisfied all the conditions on its part to be complied with on or before the date hereof for delivery of the Bonds pursuant to the Bond Purchase Agreement, the Bond Resolution, the Assessment Resolutions and the Indenture.
To the best of our knowledge, since the date of the Limited Offering Memorandum, no material and adverse change has occurred in the business, properties, other assets and financial position of the District or results of operations of the District; and to the best of our knowledge, the District has not, since the date of the Limited Offering Memorandum, incurred any material liabilities other than as set forth in or contemplated by the Limited Offering Memorandum.

To the best of our knowledge, the statements appearing in the Limited Offering Memorandum (but without intending to address "THE DEVELOPMENT," "THE DEVELOPER" and "LITIGATION - The Developer") did not as of its date and do not as of the date hereof contain an untrue statement of a material fact or omit to state a material fact required to be included therein or necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that no representation is made with respect to information concerning The Depository Trust Company or its book-entry only system. Subject to the foregoing limitations, nothing has come to our attention which would lead us to believe that the Limited Offering Memorandum, as of its date or as of the date hereof contained an untrue statement of a material fact, or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made not misleading.
Except as set forth in the Limited Offering Memorandum, no litigation or other proceedings are pending or to the knowledge of the District threatened against the District in or before any agency, court or tribunal, state or federal, (a) restraining or enjoining or seeking to restrain or enjoin the issuance, sale, execution or delivery of any of the Bonds or the imposition, levy and collection of the Series 2020 Assessments or the pledge thereof to the payment of the principal of and premium, if any, and interest on the Bonds, (b) questioning or affecting the validity of any provision of the Bonds, the Bond Resolution, the Assessment Resolutions, the Series 2020 Assessments or the Financing Documents, as those documents are defined in the Bond Purchase Agreement, (c) questioning or affecting the validity of any of the proceedings or the authority for the authorization, sale, execution or delivery of the Bonds,
(d) questioning or affecting the organization or existence of the District or the title of any of its officers to their respective offices or any powers of the District under the laws of the State of Florida, (e) contesting or affecting the Series 2020 Assessments, (f) contesting the accuracy or completeness of the Preliminary

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Limited Offering Memorandum or the Limited Offering Memorandum or any amendment or supplement thereto, (g) contesting the exclusion of interest on the Bonds from federal income taxation, or (h) contesting the exemption from taxation of the Bonds and the interest thereon under Florida law or the legality for investment therein.
IN WITNESS WHEREOF, we have hereunder set our hands this 	day of February, 2020.

By: 		-'-_ Ginney Patterson,
Chair, Board of Supervisors
Finley Woods Community Development District

By: 	

[Assistant] Secretary, Board of Supervisors Finley Woods Community Development District

EXHIBIT D

FORM OF DISTRICT COUNSEL OPINION

February __, 2020

Finley Woods Community Development District Gainesville, Florida
MBS Capital Markets, LLC Winter Park, Florida
U.S. Bank, National Association, as Trustee Fort Lauderdale, Florida
(solely for reliance upon Sections C. 1. and C.3.)

Re:	$ 	Finley Woods Community Development District (City of Gainesville, Florida) Capital Improvement Revenue Bonds, Series 2020

Ladies and Gentlemen:

We serve as counsel to the Finley Woods Community Development District ("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 $	Finley Woods Community Development District (City of Gainesville, Florida) Capital Improvement Revenue Bonds, Series 2020 ("Bonds"). This letter is delivered to you pursuant to Section 207 of the Master Indenture (defined below), Section 207 of the Supplemental Trust Indenture (defined below), and Section 8(c) of the Bond Purchase Agreement (referenced below), and is effective as of the date first written above. Each capitalized term not otherwise defined herein has the meaning given to it in the Indenture (defined herein).

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:

Ordinance 180972, enacted by the City Commission of the City of Gainesville, Florida, which was effective as of August 1, 2019 ("Establishment Ordinance");
the Master Trust Indenture, dated as of February 1, 2020 ("Master Indenture"), as supplemented by the First Supplemental Trust Indenture, dated as of February 1, 2020 ("Supplemental Trust Indenture," and together with the Master Indenture,

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"Indenture"), each by and between the District and U.S. Bank National Association, as trustee ("Trustee");
Resolutions Nos. 2019-26 and 2020-_ adopted by the District on September 19, 2019, and January 8, 2020, respectively (collectively, "Bond Resolution");
Engineer's Report, dated September 2019 and the Supplemental Engineer's Report #1, dated December 2019 ("Engineer's Report"), which describes among other things, the "Project;"
the Master Assessment Methodology dated September 12, 2019, and the Supplemental
Assessment  Methodology,  Phase  1C  &  Phase  2  dated	 	  _,  2020  (collectively,
"Assessment Methodology");
Resolution Nos. 2019-24, 2019-25, 2020-05 and 2020-_ (collectively, "Assessment Resolution"), establishing the debt service special assessments ("Debt Assessments") securing the Bonds;
the Final Judgment issued on November 19, 2019 and by the Circuit Court for the Eighth Judicial Circuit in and for Alachua County, Florida in Case No. 2019-CA-3318, and Certificate of No Appeal issued on	_J 2020;
the  Preliminary  Limited  Offering Memorandum  dated 	_J 2020
("PLOM") and Limited Offering Memorandum dated 	_J 2020 ("LOM");
certain certifications by MBS Capital Markets, LLC ("Underwriter"), as underwriter to the sale of the Bonds;
certain certifications of CHW, as "District Engineer'';
certain certifications of PFM Group Consulting, LLC, as "District Manager" and PFM Financial Advisors LLC, as "Assessment Consultant'';
general and closing certificate of the District;
an opinion of Nabors, Giblin & Nickerson, P.A. ("Bond Counsel") issued to the District in connection with the sale and issuance of the Bonds;
an opinion of Holland & Knight LLP ("Trustee Counsel") issued to the District and
Underwriter in connection with the sale and issuance of the Bonds;
opinion of Scruggs, Carmichael & Wershow, 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;
the following agreements (collectively, "Bond Agreements"):
the Continuing Disclosure Agreement dated February _J 2020, by and among the District, Finley Woods Development, LLC ("Developer") and a dissemination agent;
the Bond Purchase Agreement between Underwriter and the District and dated
 	  _J 2020 ("BPA");
the Acquisition Agreement between the District and the Developer and dated February _J 2020;
the Completion Agreement between the District and the Developer and dated February _J 2020;
the True-Up Agreement between the District and the Developer and dated February
_J 2020; and
the Collateral Assignment Agreement between the District and the Developer and dated February _J 2020;
a Declaration of Consent to Jurisdiction executed by the Developer; and
such other documents as we have deemed necessary or appropriate in rendering the opinions set forth below.

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

This opinion is solely for the benefit of (i) the District; (ii) the Underwriter; and (iii) the Trustee; however, the Trustee may only rely on this opinion for the limited purposes of the opinions stated in Sections C.1 and C.3. This opinion may not be relied on by any other party or for any other purpose without our prior written consent.
OPINIONS

Based on the foregoing, and subject to the qualifications and assumptions set forth herein, we are of the opinion that:

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 ("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 perform its obligations under the terms and conditions of the Bond Resolution, the Assessment Resolution, the Bond Agreements, the Bonds and the Indenture.
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 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.
Agreements - The (a) Bond Resolution, (b) Bonds, (c) Indenture, and (d) Bond Agreements (assuming due authorization, execution and delivery of 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 their respective terms. All conditions prescribed in the Indenture as precedent to the issuance of the Bonds have been fulfilled.
Validation - The Bonds have been validated by a final judgment of the Circuit Court in and for Alachua County, Florida, of which no timely appeal was filed.

D-3

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; (b) the issuance, sale, execution and delivery of the Bonds upon the terms set forth in the BPA, PLOM, and LOM; (c) the execution and delivery of the Indenture and Bond Agreements; and (d) the performance by the District of the transactions required hereby, have been duly obtained or made and are in full force and effect.
PLOM and LOM - The District has duly authorized the execution, delivery and distribution by the Underwriter of the PLOM and LOM. To our knowledge, and based upon our 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 a material fact necessary to make the statements contained therein, in light of the circumstances 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:   "SECURITY AND SOURCE OF  PAYMENT OF  SERIES 2020  BONDS - 'Agreement for
Assignment    of    Development    Rights,'    'Completion    Agreement'    and    'True-Up  Agreement,"'
"ENFORCEMENT OF ASSESSMENT COLLECTIONS," "THE DISTRICT - 'Legal Powers and Authority' and  'Board  of Supervisors,"'  "ASSESSMENT METHODOLOGY,"  "AGREEMENT  BY THE STATE,"
"LITIGATION - The District," and "VALIDATION" and further provided however that the opinions stated herein do not extend to any statements that constitute descriptions of the Bonds or the Indenture. No information or opinion is offered as to any remaining provisions of the PLOM or LOM.
Litigation - Based on our serving as the District's Registered Agent for service of process and the fact that we have not been served with notice, there is no litigation pending or, to the best of our knowledge, threatened against the District: (a) seeking to restrain or enjoin the issuance or 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 service on the Bonds; (b) contesting or affecting the authority for the Debt Assessments, the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Indenture, the Bond Agreements or the transactions contemplated thereunder; (c) 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 Bond Agreements, or its power to determine, assess, levy, collect and pledge the Debt 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.
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.

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

The foregoing opinions are subject to the following qualifications:

The opinions or statements expressed above are based solely on the laws of Florida in effect at the time of issuance of the Bonds. Accordingly, we express no opinion nor make any statement regarding the effect or application of the laws of the federal government (including but not limited to the Internal Revenue Code or any proposed changes thereto), or any other state or other jurisdiction.

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.

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.

We further express no opinion as to the necessity for an interest rate waiver under Florida law, or the applicability of any provision or section of the Internal Revenue Code.

We express no opinion and make no representations with regard to financial, project, statistical or other similar information or data. We express no opinion as to compliance with any state or federal tax laws.

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 Project.

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

D-5

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 determine 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.

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.

Very truly yours,

HOPPING GREEN & SAMS, P.A.

D-6

EXHIBIT E

CERTIFICATE OF PFM FINANCIAL ADVISORS, LLC

I, -------� _	 of PFM Financial Advisors, LLC, do hereby certify to Finley Woods Community Development District (the "District") and MBS Capital Markets, LLC (the "Underwriter") in connection with the issuance, sale and delivery by the District on this date of its
$ 	Capital Improvement Revenue Bonds, Series 2020 (the "Bonds"), as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Limited Offering Memorandum dated	_J 2020 (the "Limited Offering Memorandum") of the District relating
to the Bonds):

PFM Financial Advisors, LLC has acted as Methodology Consultant to the District in connection with the issuance of the Bonds and has been retained by the District to prepare the Master Assessment Methodology dated September 12, 2019, as supplemented by the Supplemental Assessment

Methodology, Phase lC & Phase 2 dated Assessment Proceedings (together, the "Report");

, 2020, comprising a part of the Series 2020

the Series 2020 Assessments, as initially levied, and as may be reallocated from time to time as permitted by resolutions adopted by the District with respect to the Series 2020 Assessments, are sufficient to enable the District to pay the debt service on the Bonds through the final maturity thereof;

the Series 2020 Project provides a special benefit to the properties assessed and the Series 2020 Assessments are fairly and reasonably allocated to the properties assessed;
PFM Financial Advisors, LLC consents to the use of the Report included as composite Appendix B to the Limited Offering Memorandum;

PFM Financial Advisors, LLC consents to the references to the firm in the Limited Offering Memorandum;
the Report was prepared in accordance with all applicable provisions of Florida law;

the information contained in the Limited Offering Memorandum under the subheadings "Structure and Prepayment of Series 2020 Assessments" and II Assessment Methodology," each under the heading "THE SERIES 2020 ASSESSMENTS," and under the heading IIASSESSMENT METHODOLOGY" is true and correct in all material respects, and, such information does not contain any untrue statement of a material fact or omit to state any fact necessary in order to make the statements therein, in light of the circumstances under which they were made not misleading;

except as disclosed in the Limited Offering Memorandum, the firm knows of no material change in the matters described in the Report and is of the opinion that the considerations and assumptions used in compiling the Report are reasonable;
the information contained in the Report did not, and does not, contain any untrue statement of a material fact and did not, and does not, omit to state a material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and

E-1

IN WITNESS WHEREOF, the undersigned has set his hand this 	day of February, 2020.

PFM GROUP CONSULTING, LLC

By: 	
Name: Title:

E-2

EXHIBIT F

CERTIFICATE OF PFM GROUP CONSULTING, LLC

I, -	----�	_ of PFM Group Consulting, LLC, do hereby certify to
Finley Woods Community Development District (the "District") and MBS Capital Markets, LLC (the "Underwriter")  in connection with the  issuance,  sale  and delivery by  the  District  on this  date  of  its
$	 	Capital Improvement Revenue Bonds, Series 2020 (the "Bonds"), as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Limited Offering

Memorandum dated  	
to the Bonds):

_ _j 2020 (the "Limited Offering Memorandum") of the District relating

PFM Group Consulting, LLC has acted as District Manager to the District in connection with the issuance of the Bonds;

PFM Group Consulting, LLC consents to the references to the firm in the Limited Offering Memorandum;

as District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memorandum, as it relates to the District, the Series 2020 Project, or any information provided by us, and the Report, as of its date and as of this date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
as District Manager, we are not aware of any litigation pending or, to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the 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 Bonds, or the existence or powers of the District.
IN WITNESS WHEREOF, the undersigned has set his hand this 	day of February, 2020.

PFM GROUP CONSULTING, LLC

By:	 Name:
Title:

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f-1

EXHIBIT G
FORM OF CERTIFICATE OF DEVELOPER

The undersigned, the duly authorized representative of Finley Woods Development, LLC, the developer (and as such is sometimes referred to herein as the "Developer") of Finley Woods (the "Development"), does hereby certify to the FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT (the "District") and MBS CAPITAL MARKETS, LLC (the "Underwriter") that:
This certificate is delivered by the Developer 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 by the  District  of its $ 	Capital Improvement Revenue Bonds, Series 2020 (the "Bonds"). Capitalized terms that are used in this certificate and not otherwise defined shall have the meanings assigned to such terms in the Limited Offering Memorandum, dated  	_ _, 2020 (the "Limited Offering Memorandum") and the Bond  Purchase  Agreement, dated 		_, 2020 between the Underwriter and the District (the "Bond Purchase Agreement").
The information contained in the Limited Offering Memorandum under the headings "THE DEVELOPMENT," "THE DEVELOPER" and, as it pertains only to the Developer and its interest in the Development, under the headings "INTRODUCTION," "THE CAPITAL IMPROVEMENT PROGRAM AND SERIES 2020 PROJECT," and "LITIGATION - The Developer" contains no untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading as of the date of the Limited Offering Memorandum and as of the date hereof (subject to any applicable qualifications and exceptions set forth therein).
As of the date hereof, there has been no action taken by or omitted by the Developer that impairs the contemplated transactions by the District with respect to the Bonds, including: (a) the issuance and sale of the Bonds upon the terms set forth in the Bond Purchase Agreement; (b) the approval of the Limited Offering Memorandum and the signing of the Limited Offering Memorandum by a duly authorized officer of the District; (c) the acquisition and construction of the Series 2020 Project (as described in the Limited Offering Memorandum subject to any applicable qualifications and exceptions set forth therein); and (d) the execution, delivery and receipt of the Bond Purchase Agreement, the Bonds, the Indenture, the Continuing Disclosure Agreement, the Acquisition Agreement, the Collateral Assignment, the Completion Agreement, the True-Up Agreement, the Declaration of Consent and any and all such other agreements or documents as may be required to be executed, delivered and received by the District, of which the Developer has been made aware by the District as of the date hereof, in order to carry out, give effect to, and consummate the transactions contemplated by the Limited Offering Memorandum and the Indenture. The Developer acknowledges and consents to those provisions of the Bond Purchase Agreement which reference it.

The consummation of the transactions described in the Limited Offering Memorandum does not on the date hereof and will not at the time of such consummation, to the best knowledge of Developer as of the date hereof, conflict with or constitute on the part of the Developer a breach or violation of the terms and provisions of, or constitute a default under any existing agreement or indenture, mortgage, lease, deed of trust, note or other instrument, to which the Developer is subject or by which it or its properties are or may be bound. The consummation of the transactions described in the

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Limited Offering Memorandum does not, on the date hereof, and will not at the time of such consummation, to the best of the Developer's knowledge as of the date hereof, conflict with or constitute on the part of the Developer a breach or violation of the terms and provisions of, or constitute a default under any existing constitution, laws, court or administrative rule or regulations, to which it is subject, or any decree, order or judgment to which it is a party or by which it is bound in force and effect on the date hereof, which would have a material adverse effect on the Bonds or the Development.

As of the date hereof, the Developer is not in default under any resolution, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Developer is subject, or by which it or its properties are or may be bound, which would have a material adverse effect on the Bonds or the Development.

As of the date hereof, there is no action, suit or proceeding at law or in equity by or before any court or public board or body pending or threatened, to the best of the Developer's knowledge, against the Developer: (a) seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of the proceeds thereof, or the levy or collection of the Series 2020 Assessments, (b) contesting or affecting the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Acquisition Agreement, the Collateral Assignment, the Completion Agreement, the True-Up Agreement, the Declaration of Consent or the transactions contemplated thereunder, (c) contesting or affecting the establishment or existence, of the Developer or any of its officers or employees, its assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Developer, including its power to develop the Development.

Other than as disclosed in the Limited Offering Memorandum, that portion of the District property securing Series 2020 Assessments for the Bonds is free and clear of any commercial mortgage encumbrance (i.e., non-single-family home mortgages obtained by homeowners).
The Developer is complying in all material respects with all provisions of applicable law in all material matters relating to the Development and the District, including but not limited to Sections
190.009 and 190.048, Florida Statutes, and its undertaking as described in the Limited Offering Memorandum (subject to any applicable qualifications and exceptions set forth therein) and the Indenture, including applying for all necessary permits as described in the Engineer Report. The Developer hereby certifies that: (a) it has the appropriate land use and zoning approvals required by the Alachua County Comprehensive Plan and the Alachua County Land Development Code to permit the development of the Development and the construction of the improvements as described in the Limited Offering Memorandum under the heading of "THE DEVELOPMENT," (b) the Developer is not in default of any zoning condition, permit or development agreement which would adversely affect the District's ability to complete development of the Series 2020 Project (as described in the Limited Offering Memorandum, subject to any applicable qualifications and exceptions set forth therein) or the Developer's ability to complete the Capital Improvement Program and the Development as described in the Limited Offering Memorandum and all appendices thereto (subject to any applicable qualifications and exceptions set forth therein), and (c) assuming compliance by the Developer with the material conditions of the Alachua County Comprehensive Plan, the Alachua County Land Development Code, and zoning requirements, all of which conditions are within the control of the Developer (subject to applicable future permitting requirements and certain right of way acquisitions as identified in the Limited Offering Memorandum) and upon issuance of applicable future permits, the Development and

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the District will be able to be developed as described in the Limited Offering Memorandum (subject to any applicable qualifications and exceptions set forth therein).
IN WITNESS WHEREOF, the undersigned have hereunto set our hands for and on behalf of the Developer as of this 	day of February, 2020.

FINLEY WOODS DEVELOPMENT, LLC
a Florida limited liability company

By:					 Name: 			_		 Title: 	_ 	_____

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EXHIBIT G

FORM OF OPINION OF COUNSEL TO DEVELOPER

February_, 2020

Finley woods Community Development District City of Gainesville, Florida

MBS Capital Markets, LLC Attn: Brett Sealy
152 Lincoln Avenue Winter Park, Florida 32789

Re:	Finley Woods Community Development District
$ 	Capital Improvement Revenue Bonds, Series 2020 (the "2020 Bonds") Ladies and Gentlemen:
We have acted as counsel to Finley Woods Development, LLC, a Florida limited liability company (the "Developer"), in connection with its development of the Finley Woods Community Development District project located in the City of Gainesville, Florida (the "Property") described in the Limited Offering Memorandum, dated   __, 2020, relating to the 2020 Bonds issued by the Finley Woods Community Development District (the "District") (the "Limited Offering Memorandum"). As of the date of this opinion, the Developer is the owner of the Property, as described in the Title Report (defined below) ("Developer Lands"). Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to such terms in the Bond Purchase Agreement, dated January __, 2020 (the "Contract"), between the District and MBS Capital Markets, LLC (the "Underwriter"), or in the Master Trust Indenture, dated as of February 1, 2020 from the District to U.S. Bank National Association, as trustee, as supplemented by a First Supplemental Trust Indenture dated as of February 1, 2020 (collectively, the "Indenture").
In our capacity as counsel to the Developer, we have examined and are familiar with (i) the Agreement between the Finley Woods Community Development District and the Developer Regarding True-Up as to Series 2020 Assessments, dated February __, 2020, (ii) the Declaration of Consent to Jurisdiction and to Imposition of Series 2020 Special Assessments dated February __, 2020, (iii) the Continuing Disclosure Agreement, dated February __, 2020, (iv) the Agreement between the Finley Woods Community Development District and the Developer Regarding the Acquisition of Certain Work Product,   Improvements   and  Real  Property,   (v)   the   Collateral  Assignment  and  Assumption   of
Development Rights Relating to the Finley Woods Project - Phase 1 and (vi) the Completion Agreement

between the Developer and the District dated February
Agreements").

__, 2020 (collectively, the "Developer

Also, we have examined the following organizational documents (collectively, the "Developer Organizational Documents"):

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 	   of the Developer, filed with the Florida Secretary of State on
 		_ __, 20__, as Authorized Representative of a Member;
On-line confirmation through the Florida Department of State Division of Corporations of the active status of Developer in the State of Florida; and
Certified copy of Action by Written Consent of the Manager of the Developer dated

We have made such examination of laws as we have deemed necessary or appropriate in rendering the opinions set forth below. We have further relied upon certificates and representations made by the Developer, the Developer's representatives and the parties to this transaction described in the Limited Offering Memorandum.

The opinions hereinafter expressed are subject to the following qualifications:

The enforceability of the Developer Agreements in accordance with their respective terms is subject to (i) the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights and/or remedies generally, and (ii) general principles of equity, commercial reasonableness, and good faith which limit specific enforcement of, or indemnification provisions in the documents. Our opinion as to enforceability of any document is, therefore, subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt, or similar laws relating to or affecting creditors' rights and/or remedies generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), commercial reasonableness, good faith and the exercise of judicial discretion in appropriate cases.

Certain rights and remedies contained in the Developer Agreements may be rendered ineffective, or limited, by applicable laws or judicial decisions governing such provisions, but such laws and judicial decisions do not, in our opinion, make the Developer Agreements inadequate for the practical realization of the benefits intended to be provided by the Developer Agreements.

We have examined the originals or copies of such records of the Developer, certificates of public officials, the Developer's Organizational Documents, and such other agreements, instruments and documents that we have deemed necessary as a basis for the opinions hereinafter expressed.

In rendering the opinions hereinafter expressed, we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by the public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof.

In rendering this opinion, we have assumed the genuineness of all signatures (other than those of the Developer), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the legal capacity of all natural persons.

Except for the Developer, we have assumed that each other party to the Developer Agreements has the requisite power and authority to enter into and perform its respective obligations

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under the Developer Agreements and has duly authorized and executed and delivered the respective Developer Agreements, and that such Developer Agreements are valid, binding and enforceable against such other parties.

We have assumed that the Developer Agreements reviewed by us contain the entire agreement of the parties with respect to the subject matter thereof. Based upon inquiry of the Developer, we understand that there are no other oral or written agreements between the parties that would modify the Developer Agreements.

As to any fact relevant to this opinion, we have relied solely upon representations of the Developer. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine 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 the Developer. Whenever our opinion herein with respect to the existence or absence of facts is indicated to be based upon our knowledge or awareness, it is intended to signify that during the course of our representation of the Developer as herein described, no information has come to our attention which would give us actual knowledge of the existence or absence of such facts.

The opinions expressed herein relate solely to Florida and federal law, as now existing. We express no opinion with regard to any matters which may be, or which purport to be, governed by the laws of any other state or jurisdiction.

Nothing herein shall be construed as an opinion regarding the possible applicability of Federal or state securities or "blue sky" laws, as to which no opinion is expressed.

We exclude from this opinion letter an opinion as to the applicability or effect of any Federal or state taxes, including income taxes, sales taxes and franchise fees.

We express no opinions other than those specifically set forth herein and no other opinions may be considered implied or inferred hereby.

Based upon the foregoing, and subject to the qualifications set forth herein, we are of the opinion
that:

The Developer is a limited liability company, duly organized and validly existing under
the laws of the State of Florida.

The Developer has the power and authority to conduct its business and undertake the Development as described in the Limited Offering Memorandum.

The execution, delivery and performance by the Developer of the Developer Agreements are within the powers of the Developer and have been duly authorized by all required corporate action. The Developer Agreements are the legal, valid and binding obligations of the Developer, enforceable in accordance with their respective terms and do not violate the Developer's Organizational Documents. To the best of our knowledge, the Developer Agreements are in full force and effect as of the date hereof, and we are not aware of any event occurring which, with the passage of time or giving of notice or both, would constitute an event of default by the Developer thereunder.

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Based on a review of that certain [insert name of title report] by [insert name of title
company]  dated   	  _J          20_  (collectively,  the  "Title  Report"),  and  without  independent
inquiry, fee simple title to the Developer Lands is held by the Developer and is subject only to the liens, encumbrances, easements and agreements set forth in the Title Report. The opinion in this paragraph is given as of the date of the Title Report, and we disclaim any obligation to advise you of any change which thereafter may have been brought to our attention. We offer no opinion as to the correctness of the Title Report, and have not undertaken any independent verification as to the title of the Property, including the Developer Lands; however, nothing has come to our attention that would lead us to believe that the Title Report is incorrect.
To our knowledge, the levy of the Series 2020 Assessments on the Property 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 its property or assets is subject.
There is no litigation pending or, to our knowledge, threatened against the Developer or the Developer Lands which would prevent or prohibit the development of the Development in accordance with the description thereof in the Limited Offering Memorandum relating to the 2020 Bonds.
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, arrangement, readjustment of debt, dissolution or liquidation law or statute in the State of Florida. To our knowledge, based on representations made to us by the Developer, the Developer has not indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.
Based upon a certificate of the Developer as to agreements to which the Developer is a party, the Developer is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject, which default would have a material adverse effect on the 2020 Bonds or the Development.
Nothing has come to our attention that would lead us to believe that the information contained under the captions "THE CAPITAL IMPROVEMENT PROGRAM AND THE SERIES 2020 PROJECT," "THE DEVELOPMENT," "THE DEVELOPER," and "UTICATION - The Developer" in the Preliminary Limited Offering Memorandum, dated January _J 2020, as supplemented (the "Preliminary Offering Memorandum"), and the Limited Offering Memorandum is not true and correct in any material respect, or contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading, as of the date of the Limited Offering Memorandum and as of the date hereof.

Based upon our review of the published Alachua County, Florida tax records, all 2019 and prior years taxes relating to the Developer Lands have been paid and there are no real estate taxes currently due which are unpaid.

Based on our review of the development approvals, we are of the opinion that the Development is zoned and properly designated in the Alachua County Comprehensive Plan for its intended use. Except as disclosed in the Limited Offering Memorandum, to our actual knowledge, there is no default by the Developer of any zoning condition, permit or development agreement which would

adversely affect the Developer's ability to complete development of the Series 2020 Project or the Development as described in the Limited Offering Memorandum and all Appendices.
This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.
We have no obligation to update this opinion letter or otherwise advise you with respect to any event or circumstance arising after the date hereof or with respect to events or circumstances occurring prior to the date hereof which are not known to us but of which we subsequently become aware. This opinion letter is provided as a legal opinion only and not as a guaranty or warranty of the matters discussed herein or in documents referred to herein. No opinion may be inferred or implied beyond the matters expressly stated herein.
This opinion letter has been prepared and is to be construed in accordance with the Report on Third-Party Legal Opinion Customary Practice in Florida, dated December 3, 2011 (the "Report"). The Report is incorporated by reference into this opinion letter.

This opinion is solely for the benefit of the addressees and this opinion may not be relied upon in any matter, nor used, by any other persons or entities. This opinion letter is rendered as of the date set forth above, and we express no opinion regarding, nor do we undertake to advise you of, any change in laws, circumstances or events which may occur after that date.

Very truly yours,

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EXHIBIT H

CERTIFICATE OF ISSUER'S CONSULTING ENGINEER

February _J 2020
Board of Supervisors
Finley Woods Community Development District Gainesville, Florida

MBS Capital Markets, LLC Winter Park, Florida

Re:	Finley Woods Community Development District Capital Improvement Revenue Bonds, Series 2020 (the "Bonds")

Ladies and Gentlemen:

The undersigned serves as the Consulting Engineer to the Finley Woods Community Development District (the "District"). This Certificate is furnished pursuant to Section 8 of the Bond Purchase Agreement dated January _J 2020 between the District and MBS Capital Markets, LLC (the "Bond Purchase Agreement") relating to the sale of the Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Agreement or in the Limited Offering Memorandum dated January _J 2020 relating to the Bonds (the "Limited Offering Memorandum").

CHW (the "Firm") has been retained by the District to serve as the Consulting Engineer and to prepare the Engineer's Report dated September 2019 and the Supplemental Engineer's Report #1 dated December 2019 (together, the "Report" ) included as an appendix to the Limited Offering Memorandum. Consent is hereby given to the references to the Firm and the Report in the Limited Offering Memorandum and to the inclusion of the Report as an appendix to the Limited Offering Memorandum.

The Report was prepared in accordance with generally accepted engineering practices. It is our professional opinion that the Capital Improvement Program ("CIP"), as defined in the Report, is feasible and that the cost estimates contained therein are reasonable and represent the estimated actual cost of construction of the improvements and work product. Further, the CIP, which includes the Series 2020 Project, represents a system of improvements benefitting all lands within the District.

In connection with the preparation of the Report personnel of the Firm participated in meetings with representatives of the District and its counsel, Bond Counsel, the Underwriter and its counsel and others in regard to the Series 2020 Project. The Series 2020 Project consists solely of infrastructure and other improvements set forth in the Act. Nothing has come to the attention of the Firm in relation to our engagement as described in this paragraph which would cause us to believe that the Report was, as of its date, or is as of the date hereof, or any of the statements in the Limited Offering Memorandum specifically attributed to the Firm

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were, as of the respective date of the Limited Offering Memorandum, or are as of the date hereof, inaccurate in any material respect.

The information contained in the Limited Offering Memorandum under the heading "THE CAPITAL IMPROVEMENT PROGRAM AND SERIES 2020 PROJECT" and in Appendix "A" to the Limited Offering Memorandum are accurate statements and fairly present the information purported to be shown, and nothing has come to the attention of the Firm that would lead it to believe that such section and appendix contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements, in light of the circumstances in which they were made, not misleading.

Except as defined in the Report, all permits, consents or licenses, and all notices to or filings with governmental agencies necessary for the construction and acquisition of the CIP as described in the Limited Offering Memorandum required to be obtained or made have been obtained or it is reasonable to believe that they will be obtained or made when required. There is no reason to believe that any permits, consents, licenses or governmental approvals required to complete any portion of the CIP as described in the Limited Offering Memorandum will not be obtained as required. There is no reason to believe that the necessary water and sewer capacity will not be available when needed to permit the development of the Development as described in the Limited Offering Memorandum.

CHW

By: 	
Title:. 	

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EXHIBIT I

FORM OF ISSUE PRICE CERTIFICATE

$ 	
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
(City of Gainesville, Florida)

CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2020

The undersigned, on behalf of MBS CAPITAL MARKETS, LLC ("MBS"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bonds").
Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.
Defined Terms.

General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities."

Issuer means Finley Woods Community Development District.

Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is 	__, 2020.
Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents MBS' interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned
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understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038-G, and other federal income tax advice it may give to the Issuer from time to time relating to the Bonds.

MBS CAPITAL MARKETS, LLC

Dated: February , 2020

By:_ 		 	
Brett Sealy, Managing Partner

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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)

AMOUNTS, INTEREST RATES, MATURITIES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS

"= "l" "DOCSSF/135662v14/029999-0000" '"'

Schedule A to Exhibit I

SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

"= "1" "DOCSSF/135662v14/029999-0000" ""

Schedule B to Exhibit I

FORM 8038G STATISTICS
(Attached)

Schedule B to Exhibit I

APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT

Finley Woods Community Development District

Preliminary Limited Offeri ng Memorandum

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED JANUARY ___, 2020

NEW ISSUE - BOOK-ENTRY ONLY	NOT RATED
In the opinion ofNabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, under existing statutes, regulations, rulings and court decisions and subject to the conditions described herein under "TAX MATTERS," interest on the Series 2020 Bonds is (a) excludable from gross income of the owners thereoffor federal income tax purposes,  except as otherwise described herein under the caption "TAX MATTERS" and (b) not an item of tax preferencefor purposes of the federal alternative minimum tax.  Such interest also may be subject to otherfederal income tax consequences referred to herein under "TAX MATTERS."  See "TAX MATTERS" herein for a general discussion of Bond Counsel's opinion and other tax considerations.
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
(City of Gainesville, Florida)
$ 	• Capital Improvement Revenue Bonds, Series 2020
Dated: Date of delivery	Due: May 1, as shown below
The $ 	• Finley Woods Community Development District Capital Improvement Revenue Bonds, Series
2020 (the "Series 2020 Bonds") are being issued by the Finley Woods Community Development District (the "District") pursuant to a Master Trust Indenture dated  as of February 1, 2020 (the "Master Indenture") between the District and
U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Indenture dated as of February 1, 2020 (the "First Supplemental Indenture," and, together with the Master Indenture, the "Indenture"), between the District and the Trustee. The Series 2020 Bonds are being issued only in fully registered form, in denominations of $5,000 or any integral multiple thereof; provided, however, that delivery of the Series 2020 Bonds to the initial purchasers thereof shall be in denominations of $100,000 or integral multiples of $5,000 in excess of
$100,000. The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, the Florida Constitution, and other applicable provisions of law (collectively, the "Act") and Ordinance No. 180972 enacted by the City Commission of the City of Gainesville, Florida (the "City").
The Series 2020 Bonds are payable from and secured by the Series 2020 Trust Estate, which includes the Series 2020 Pledged Revenues and the Series 2020 Pledged Funds. The Series 2020 Pledged Revenues consist of the revenues derived by the District from non-ad valorem special assessments levied for Debt Service on the Series 2020 Bonds against the lands in the District that are subject to assessment as a result of the Series 2020 Project (as defined herein). The Series 2020 Pledged Funds consist of the Funds and Accounts (except for the Series 2020 Rebate Account) established by the Indenture. See "SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2020 BONDS."
The Series 2020 Bonds, when issued, will be registered in the name of Cede & Co., as the owner and nominee for The Depository Trust Company ("OTC"), New York, New York. Purchases of beneficial interests in the Series 2020 Bonds will be made in book-entry only form. Accordingly, principal of and interest on the Series 2020 Bonds will be paid from the sources described herein by the Trustee directly to Cede & Co. as the nominee of OTC and the registered owner thereof. Disbursements of such payments to the OTC Participants is the responsibility of OTC and disbursements of such payments to the beneficial owners is the responsibility of OTC Participants and the Indirect Participants, as more fully described herein. Any purchaser as a beneficial owner of a Series 2020 Bond must maintain an account with a broker or dealer who is, or acts through, a OTC Participant to receive payment of the principal of and interest on such Series 2020 Bond. See "DESCRIPTION OF THE SERIES 2020 BONDS - Book-Entry Only System" herein. The Series 2020 Bonds will bear interest at the fixed rates set forth herein, calculated on the basis of a 360-day year comprised of twelve thirty-day months. Interest on the Series 2020 Bonds is payable semi-annually on each May 1 and November 1, commencing May 1, 2020.
Some or all of the Series 2020 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein.
The Series 2020 Bonds are being issued to: (i) finance the Cost of acquiring, constructing and equipping the Series 2020 Project, as more particularly described herein; (ii) pay certain costs associated with the issuance of the Series

2020 Bonds; (iii) make a deposit into the Series 2020 Reserve Account to be held for the benefit of all of the Series 2020 Bonds; and (iv) pay a portion of the interest to become due on the Series 2020 Bonds.
THE SERIES 2020 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE SERIES 2020 TRUST ESTATE PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY, ALACHUA COUNTY, FLORIDA, THE STATE OF FLORIDA, NOR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2020 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, ASSESSMENTS (AS DEFINED HEREIN) TO SECURE AND PAY THE SERIES 2020 BONDS. THE SERIES 2020 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY, ALACHUA COUNTY, FLORIDA, THE STATE OF FLORIDA, NOR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION.
THE SERIES 2020 BONDS INVOLVE A DEGREE OF RISK (SEE "BONDOWNERS' RISKS" HEREIN) AND ARE NOT SUITABLE FOR ALL INVESTORS. PURSUANT TO APPLICABLE FLORIDA LAW, THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE SERIES 2020 BONDS TO ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. THE LIMITATION ON THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY SECONDARY MARKET FOR THE SERIES 2020 BONDS. THE SERIES 2020 BONDS ARE NOT RATED OR CREDIT ENHANCED AND NO APPLICATION HAS BEEN MADE FOR A RATING OR CREDIT ENHANCEMENT WITH RESPECT TO THE SERIES 2020 BONDS NOR IS THERE ANY REASON TO BELIEVE THAT THE DISTRICT WOULD HAVE BEEN SUCCESSFUL IN OBTAINING EITHER CREDIT ENHANCEMENT FOR THE SERIES 2020 BONDS OR A RATING FOR THE SERIES 2020 BONDS HAD APPLICATION BEEN MADE. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2020 BONDS. SEE "SUITABILITY FOR INVESTMENT" AND "BONDOWNERS' RISKS" HEREIN.
This cover page contains information for quick reference only. It is not a summary of the Series 2020 Bonds. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.
AMOUNTS, INTEREST RATES, MATURITIES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS..
$	 		% Series 2020 Term Bond Due May 1, 20_ - Yield:  	% -  Price:  	 - CUSIP No.  	••
$	_	% Series 2020 Term Bond Due May 1, 20_ - Yield:	_% -  Price:  	 - CUSIP No.  	·•
$ 		% Series 2020 Term Bond Due May 1, 20_ - Yield:  	% -  Price:  	 - CUSIP No.  	 ••

The Series 2020 Bonds are offered for delivery when, as and if issued by the District and accepted by MBS Capital Markets, LLC, the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and the receipt of the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, as to the validity of the Series 2020 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams P.A., Tallahassee, Florida, for the Developer by its counsel, Scruggs, Carmichael & Wershow, P.A., Gainesville, Florida, for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida, and for the Underwriter by its counsel, Bryant Miller Olive P.A., Orlando, Florida. It is expected that the Series 2020 Bonds will be available for delivery through the facilities of The Depository Trust Company in New York, New York on or about January _, 2020.
MBS CAPITAL MARKETS, LLC
Dated:	� 2020

Preliminary, subject to change.

The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness. They are included solely for the convenience of the readers of this Limited Offering Memorandum.

RED HERRING LANGUAGE:

This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2020 Bonds in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The District has deemed this Preliminary Limited Offering Memorandum "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission.

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT*

BOARD OF SUPERVISORS

Ginney Patterson+, Chair Hank Taylor+, Vice Chair
Tripp Norfleet+, Assistant Secretary Emilee Lowe+, Assistant Secretary

DISTRICT MANAGER

PFM Group Consulting, LLC Orlando, Florida

METHODOLOGY CONSULTANT

PFM Financial Advisors, LLC Orlando, Florida

DISTRICT COUNSEL

Hopping Green & Sams, P.A. Tallahassee, Florida

DISTRICT ENGINEER

CHW
Alachua, Florida

BOND COUNSEL

Nabors, Giblin & Nickerson, P.A. Tampa, Florida

COUNSEL TO THE UNDERWRITER

Bryant Miller Olive P.A. Orlando, Florida

There is currently one vacancy on the Board.
+ Affiliated with the Developer.

REGARDING USE OF THIS LIMITED OFFERING MEMORANDUM
No dealer, broker, salesman or other person has been authorized by the District, the State of Florida or the Underwriter 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 any of the foregoing. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2020 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 District, the District Manager, the Developer, the District Engineer and other sources that are believed by the Underwriter to be reliable. The District, the Developer, the District Engineer and the Methodology Consultant will, at closing, deliver certificates certifying that certain of the information each supplied does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. The information and expressions of opinion herein 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 with respect to the matters described herein since the date hereof.

The information set forth herein has been obtained from public documents, records and other sources, including the District and the Developer, which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriter. The Underwriter has provided the following sentence for inclusion in 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.

Statements contained herein that are not purely historical, are forward-looking statements, including statements regarding the District's and the Developer's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included herein are based on information available on the date hereof, and the District assumes no obligation to update any such forward-looking statements. Such forward-looking statements are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the District and the Developer. Actual results could differ materially from those discussed in such forward­ looking statements and, therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2020 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREYAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE UNDERWRITER IS LIMITING THIS OFFERING TO ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. HOWEVER, THE LIMITATION ON THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY SECONDARY MARKET FOR THE SERIES 2020 BONDS.
THE SERIES 2020 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 2020 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 BY SUCH JURISDICTIONS. NEITHER THE DISTRICT, THE CITY, ALACHUA COUNTY, FLORIDA, THE STATE OF FLORIDA NOR ANY OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF HAS GUARANTEED OR PASSED UPON THE MERITS OF THE SERIES 2020 BONDS OR UPON THE PROBABILITY OF ANY EARNINGS THEREON. OTHER THAN THE DISTRICT, NEITHER THE CITY, ALACHUA COUNTY, FLORIDA, THE STATE OF FLORIDA, NOR ANY OTHER POLITICAL SUBDIVISION THEREOF HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM.
THIS LIMITED OFFERING MEMORANDUM, IS NOT, AND SHALL NOT BE DEEMED TO CONSTITUTE, AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY REAL ESTATE, WHICH MAY ONLY BE MADE PURSUANT TO OFFERING DOCUMENTS SATISFYING APPLICABLE FEDERAL AND STATE LAWS RELATING TO THE OFFER AND SALE OF REAL ESTATE.
THIS PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL BY THE DISTRICT FOR PURPOSES OF RULE 15C2-12 ISSUED 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
SUITABILITY FOR INVESTMENT	3
THE DISTRICT	4
General	4
Legal Powers and Authority	4
Board of Supervisors	5
District Manager and Other Consultants	6
THE CAPITAL IMPROVEMENT PROGRAM AND SERIES 2020 PROJECT	6
ASSESSMENT METHODOLOGY	7
THE DEVELOPMENT	8
Overview	8
Land Acquisition/ Development Financing	9
Zoning/Permitting	11 
Utilities	11 
Environmental	12 
Product Type/Phasing	12 
Lot Sales/Contract Activity	12 
Participating Builders	13
Product Offerings/Pricing	13
Model Homes/Home Sales	14 
Projected Absorption	14 
Assessment Area One	14
Recreational Amenities	15
Marketing	15
Education	15 
Fees and Assessments	15
Competition	16 
THE DEVELOPER	17
DESCRIPTION OF THE SERIES 2020 BONDS	18
General Description	18 
Redemption Provisions for Series 2020 Bonds	19 
Notice and Effect of Redemption	21 
Book-Entry Only System	22 
SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2020 BONDS	24
General	24
Funds and Accounts	24
Series 2020 Reserve Account and Series 2020 Reserve Account Requirement	25
Flow of Funds	26
Investments	27
Agreement for Assignment of Development Rights	28
Completion Agreement	28
True-Up Agreement	28
Enforcement of True-Up Agreement and Completion Agreement	29
Owner Direction and Consent with Respect to Series 2020 Acquisition and Construction Account upon Occurrence of Event of Default	29
Covenants with Regard to Enforcement and Collection of Delinquent Assessments	29

Additional Covenants Regarding Series 2020 Assessments	31 
Limitation on Parity Bonds	31
Events of Default	31
Provisions Relating to Bankruptcy or Insolvency of Landowner	32
Re-Assessment	34
THE SERIES 2020 ASSESSMENTS	34
General	34
Structure and Prepayment of Series 2020 Assessments	35
Assessment Methodology	35
ENFORCEMENT OF ASSESSMENT COLLECTIONS	35
General	35
Direct Billing & Foreclosure Procedure	36
Uniform Method Procedure	36
ESTIMATED SOURCES AND USES OF BOND PROCEEDS	40
DEBT SERVICE REQUIREMENTS	41
BONDOWNERS' RISKS	42
Limited Pledge	42
Bankruptcy and Related Risks	42
Delay and Discretion Regarding Remedies	43
Limitation on Funds Available to Exercise Remedies	43
Determination of Land Value upon Default	43
Landowner Challenge of Assessed Valuation	43
Failure to Comply with Assessment Proceedings	44
Other Taxes	44
Inadequacy of Reserve	44
Economic Conditions	45
Concentration of Land  Ownership in Developer	45
Undeveloped Land	45
Change in Development Plans	45
Bulk Sale of Land in Assessment Area One	46
Completion of Series 2020 Project.	46
Regulatory and Environmental Risks	46
District May  Not be Able to Obtain Permits	47
Damage to District from Natural Disasters	47
Limited Secondary Market	47
Interest Rate Risk; No Rate Adjustment for Taxability	48
IRS Audit and Examination Risk	48
Florida Village Center CDD TAM	49
Legislative Proposals and State Tax Reform	50
Loss of Exemption from Securities Registration	50
Performance of District Professionals	50
Mortgage Default and FDIC	50
TAX MATTERS	51
Opinion of Bond Counsel	51
Internal Revenue Code of 1986	51
Collateral Tax Consequences	51
Florida Taxes	51
Other Tax Matters	52
ii

Original Issue Discount	52
Bond Premium	53
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	53
NO RATING OR CREDIT ENHANCEMENT	53
VALIDATION	53
LITIGATION	54
The District	54
The Developer	54
CONTINUING DISCLOSURE	54
UNDERWRITING	55
LEGAL MATTERS	55
AGREEMENT BY THE STATE	55
NO FINANCIAL STATEMENTS	56
EXPERTS AND CONSULTANTS	56
CONTINGENT AND OTHER FEES	56
MISCELLANEOUS	56

APPENDIX A ­ APPENDIX B ­ APPENDIX C­ APPENDIX D­ APPENDIX E- 

ENGINEER'S REPORTS ASSESSMENT REPORTS
FORMS OF MASTER INDENTURE AND FIRST SUPPLEMENTAL INDENTURE FORM OF OPINION OF BOND COUNSEL
FORM OF CONTINUING DISCLOSURE AGREEMENT

iii

LIMITED OFFERING MEMORANDUM

relating to

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
(City of Gainesville, Florida)

$	• Capital Improvement Revenue Bonds, Series 2020

INTRODUCTION

The purpose of this Limited Offering Memorandum, including the cover page and appendices hereto, is to set forth certain information concerning the Finley Woods Community Development District (the "District"), in connection with the offering and issuance by the District of its Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds"). The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, the Florida Constitution, and other applicable provisions of law (collectively, the "Act") and Ordinance No. 180972 enacted by the City Commission of the City of Gainesville, Florida (the "Ordinance"). The Series 2020 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of February 1, 2020 (the "Master Indenture") between the District and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Indenture dated as of February 1, 2020 (the "First Supplemental Indenture," and, together with the Master Indenture, the "Indenture"), between the District and the Trustee, and resolutions of the District authorizing the issuance of the Series 2020 Bonds. All capitalized terms used in this Limited Offering Memorandum that are defined in the Indenture and not defined herein shall have the respective meanings set forth in the forms of the Master Indenture and First Supplemental Indenture, both of which appear as composite APPENDIX C attached hereto. The information contained in this Introduction is part of this Limited Offering Memorandum and is subject in all respects to the more complete information contained in or incorporated into this Limited Offering Memorandum. This Introduction should not be considered a complete statement of the facts material to making an investment decision. This Limited Offering Memorandum speaks only as of its date and the information contained herein is subject to change.

THE SERIES 2020 BONDS ARE NOT RATED OR CREDIT ENHANCED, AND ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS (SEE "SUITABILITY FOR INVESTMENT" AND "BONDOWNERS' RISKS" HEREIN).
PROSPECTIVE INVESTORS MAY REQUEST SUCH ADDITIONAL INFORMATION AS DESCRIBED HEREIN UNDER THE CAPTION "SUITABILITY FOR INVESTMENT" HEREIN. THEREFORE, PROSPECTIVE INVESTORS SHOULD RELY UPON THE INFORMATION APPEARING IN THIS LIMITED OFFERING MEMORANDUM WITHIN THE CONTEXT OF THE AVAILABILITY OF SUCH ADDITIONAL INFORMATION AND THE SOURCES THEREOF.
The District was established for the purposes, among other things, of financing and managing the planning, acquisition, construction, maintenance and operation of the infrastructure necessary for community development in the development known as Finley Woods, hereafter described (the "Development"). The Act authorizes the District to issue bonds for the purpose, among others, of

* Preliminary, subject to change.

1

financing, funding, planning, establishing, acqumng, constructing or reconstructing, enlarging or extending, equipping, operating and maintaining water management, water supply, sewer and wastewater management, bridges or culverts, district roads, street lights and other basic infrastructure projects within or without the boundaries of the District, as provided in the Act.

Consistent with the requirements of the Indenture and the Act, the Series 2020 Bonds are being issued for the primary purpose of financing the costs of acquiring, constructing and equipping assessable improvements, as more fully described herein (the "Series 2020 Project"), paying certain costs associated with the issuance of the Series 2020 Bonds, paying interest to become due on the Series 2020 Bonds, and making a deposit into the Series 2020 Reserve Account to be held for the benefit of all of the Series 2020 Bonds.

The Series 2020 Bonds are payable from and secured by the revenues derived by the District from the Series 2020 Assessments and amounts in the Funds and Accounts (except for the Series 2020 Rebate Account) established by the First Supplemental Indenture. Series 2020 Assessments (as defined in the First Supplemental Indenture) will be initially levied and collected on an equal per acre basis on the lands within Phases lC and Phase 2 of the Development and are expected to be allocated on a first platted basis to the 133 residential planned residential units expected to be plated in Phases lC and Phase 2 ("Assessment Area One"). See, "ASSESSMENT METHODOLOGY" herein and "APPENDIX B - ASSESSMENT REPORTS"
attached hereto.

The Series 2020 Assessments represent an allocation of the Costs of the Series 2020 Project, including bond financing costs, to Assessment Area One in accordance with the Master Assessment Methodology (the "Master Report"), as supplemented by the Supplemental Assessment Methodology, Phase lC & Phase 2 (the "Supplemental Report" and, together with the Master Report, the "Assessment Reports"), each as prepared by PFM Financial Advisors, LLC, Orlando, Florida, attached hereto as composite APPENDIX B.
"Assessments" is defined in the Master Indenture to mean all assessments levied and collected by or on behalf of the District pursuant to Section 190.022 of the Act, together with the interest specified by resolution adopted by the Governing Body, the interest specified in Chapter 170, Florida Statutes, if any such interest is collected by or on behalf of the Governing Body, and any applicable penalties collected by or on behalf of the District, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments and which are referred to as such and pledged to a Series of Bonds pursuant to the Supplemental Indenture authorizing the issuance of such Series of Bonds.

"Delinquent Assessments" is defined in the First Supplemental Indenture to mean, collectively, any Delinquent Assessment Principal and Delinquent Assessment Interest which are not deposited by the District with the Trustee on or after May 1 of the year in which such Series 2020 Assessment Principal and Series 2020 Assessment Interest has, or would have, become delinquent under State law or the Series 2020 Assessment Proceedings applicable thereto.

The District covenants and agrees in the Indenture that other than Refunding Bonds issued to refund the then Outstanding Series 2020 Bonds, the issuance of which results in net present value Debt Service savings, the District shall not, while any Series 2020 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Series 2020 Trust Estate. The District further covenants and agrees in the Indenture that so long as the Series 2020 Assessments have not been Substantially Absorbed, it shall

2

not issue any Additional Bonds secured by Assessments for capital projects on lands subject to the Series 2020 Assessments; provided, however, that the foregoing shall not preclude the imposition of Assessments on property subject to the Series 2020 Assessments which are necessary for health, safety or welfare reasons, or to remediate a natural disaster, or to effect repairs to or replacement of property, facilities or equipment of the District without the consent of the Majority Owners.

"Substantially Absorbed" is defined in the First Supplemental Indenture to mean the date on which the principal amount of the Series 2020 Assessments equaling ninety percent (90%) of the then Outstanding principal amount of the Series 2020 Bonds is levied on tax parcels within Assessment Area One with respect to which a certificate of occupancy has been issued for a structure thereon and are owned by end users, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.

There follows in this Limited Offering Memorandum a brief description of the District, the CIP (including the Finley Woods Project - Phase 1 and the Series 2020 Project) and the components thereof, the Development, and Finley Woods Development, LLC, a Florida limited liability company (the "Developer"), together with summaries of the terms of the Indenture, the Series 2020 Bonds 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 all references to the Series 2020 Bonds are qualified by reference to the definitive form thereof and the information with respect thereto contained in the Indenture. The forms of Master Indenture and First Supplemental Indenture are attached hereto as composite APPENDIX C. The information herein under the captions "THE DEVELOPMENT" and "THE DEVELOPER" has been furnished by the Developer and has been included herein without independent investigation by the District or District Counsel or the Underwriter or its counsel, and the District and the Underwriter make no representation or warranty concerning the accuracy or completeness of such information. The Developer makes no representation or warranty as to the accuracy or completeness of information contained herein which has been furnished by any other party to the transactions contemplated hereby.
SUITABILITY FOR INVESTMENT

While the Series 2020 Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), the Underwriter has determined that the Series 2020 Bonds are not suitable for investment by persons other than, and, as required by Chapter 1 89, Florida Statutes, will offer the Series 2020 Bonds only to, "accredited investors," within the meaning of Chapter 517, Florida Statutes, and the rules promulgated thereunder ("Accredited Investors"). However, the limitation of the initial offering to Accredited Investors does not denote restrictions on transfers in any secondary market for the Series 2020 Bonds. Prospective investors in the Series 2020 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 2020 Bonds and should have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment.

Investment in the Series 2020 Bonds poses certain economic risks. No dealer, broker, salesman or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum. Additional information will be made available to each prospective investor, and the opportunity to ask questions of the staff of the District, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the Series 2020 Bonds. Prospective investors are encouraged to request such additional information, and ask such questions. Such requests should be directed to:

3

Brett Sealy
MBS Capital Markets, LLC 152 Lincoln Avenue Winter Park, Florida 32789 Ph: (407) 622-0130
THE DISTRICT

General

The District was established pursuant to the Ordinance. The District is an independent local unit of special purpose government created in accordance with the Act. The District encompasses approximately 85 acres located in the City of Gainesville, Florida (the "City") in Alachua County, Florida (the "County"). 
Legal Powers and Authority

The District is an independent unit of local government created pursuant to, and established in accordance with, the Act. The Act was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State of Florida (the "State"). The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operation and maintenance of the major infrastructure for community development pursuant to its general law charter.

Among other provisions, the Act gives the District's Board of Supervisors the authority to, among other things, (a) finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems, facilities, and basic infrastructure for, among other things: (i) water management and control for lands within the District and to connect any of such facilities with roads and bridges; (ii) water supply, sewer and waste-water management, reclamation and reuse systems or any combination thereof and to construct and operate connecting intercept 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; (iii) District roads equal to or exceeding the specifications of the county in which such District roads are located and street lights, landscaping, hardscaping and undergrounding of electric utility lines; (iv) conservation areas, mitigation areas, and wildlife habitat; (v) any other project, facility, or service required by a development approval, interlocal agreement, zoning condition, or permit issued by a governmental authority with jurisdiction in the District, and (vi) with the consent of the local general-purpose government within the jurisdiction of which the power is to be exercised, parks and facilities for indoor and outdoor recreational uses, and security; (b) borrow money and issue bonds of the District; (c) impose and foreclose special assessments liens as provided in the Act; and (d) 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.

The Act does not empower the District to adopt and enforce any land use plans or zoning ordinances and the Act does not empower the District to grant building permits. These functions are to be performed by general purpose local governments having jurisdiction over the lands within the District.

4

The Act exempts all property owned by the District from levy and sale by virtue of an execution and from judgment liens.
Board of Supervisors

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 term and until his or her successor is chosen and qualified. If, during a term 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.
At the initial election held within 90 days after formation of the District, the landowners in the District elected two Supervisors to four-year terms and three Supervisors to two-year terms. Thereafter, the elections take place every two years, with the first such election being held on the first Tuesday in November, and subsequent elections being held 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 terms are expiring will begin to be elected (as their terms 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 terms. The seat of the remaining Supervisor whose term is expiring at such election shall be filled by a Supervisor who is elected by the landowners for a four-year term and who is not required to be a qualified elector. Thereafter, as terms expire, all Supervisors must be qualified electors and must be elected by qualified electors to serve staggered four-year terms.
Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, prior to the exercise of such power, it shall call an election at which all Supervisors shall be elected by qualified electors in the District. Elections subsequent to such decision shall be held in a manner such that the Supervisors will serve four-year terms with staggered expiration dates in the manner set forth in the Act.

The Act provides that it shall not be an impermissible conflict of interest under Florida law governing public officials for a Supervisor to be a stockholder, officer or employee of a landowner or of any entity affiliated with a landowner.

The current members of the Board and their respective term expiration dates are set forth below:

Name	Title	Term Exp:ires	
Ginney Pattersont	Chair	November 2023	
Hank Taylort	Vice Chair	November 2023	
Tripp Norfleett	Assistant Secretary	November 2021	
Emilee Lowet	Assistant Secretary	November 2021	

*	There is currently one vacancy on the Board.

5

t	Affiliated with the Developer.
A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of a majority of the members 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 Florida's open meeting or "Sunshine" law.
District Manager and Other Consultants

The Act authorizes the Board to hire a District Manager as the chief administrative official of the District. The Act provides that the District Manager shall have charge and supervision of the works of the District and shall be responsible for (i) preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, (ii) maintaining and operating the equipment owned by the District, and (iii) performing such other duties as may be prescribed by the Board.

The District has hired PFM Group Consulting, LLC (the "District Manager") to serve as District Manager. The District Manager's office is located at 12051 Corporate Boulevard, Orlando Florida 32817 and its telephone number is (407) 723-5900.

The District Manager's typical responsibilities can briefly be summarized as overseeing directly and coordinating the planning, financing, purchasing, staffing, reporting and serving as governmental liaison for the District. The District Manager's responsibilities include, among other things, requisitioning moneys to pay construction contracts and the related accounting and reporting that is required by the Indenture.

The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, as Bond Counsel; Hopping Green & Sams, P.A., Tallahassee, Florida, as District Counsel; CHW, Alachua, Florida, as District Engineer; and PFM Financial Advisors, LLC, Orlando, Florida, as Methodology Consultant (the "Methodology Consultant") to prepare the Assessment Reports for the Series 2020 Bonds.
THE CAPITAL IMPROVEMENT PROGRAM AND SERIES 2020 PROJECT

The District Engineer has prepared the Master Engineer's Report dated September 2019 (the "Master Engineer's Report") describing the capital improvement program for the District (the "CIP") which is estimated to cost approximately $10.2 million and includes certain roadway improvements, stormwater management facilities, water and wastewater facilities, landscaping, entry features and signage. Enumeration of the costs of the CIP are provided in the table below.

Cost Category	Phase IC	Phase 2	Phase 3	Total CIP	
Stormwater Management	$323,235	$937,000	$1,225,000	$2,485,235	
Utilites (Water and Sewer)	230,500	562,500	735,000	1,528,000	
Roadway	547,000	1,312,500	1,715,000	3,574,500	
Landscaping	150,000	243,750	318,500	712,250	
Entry Feature & Signage	100,000	131,750	171,500	403,250	
Contingency	202,610	562,500	735,000	1,500,1 10	
TOTAL	$1,553,345	$3,750,000	$4,900,000	$10,203,345	

6

The capital improvements described in the CIP will be constructed in multiple phases over time. The initial phase of the CIP is estimated to cost approximately $5.3 million and includes the costs allocable to Phase lC and Phase 2 of the District (the "Finley Woods Project - Phase 1"). Detailed information concerning the Finley Woods Project - Phase 1 is contained within the Supplemental Engineer's Report #1 dated December 2019 (the "Supplemental Engineer's Report" and together with the Master Engineer's Report, the "Engineer's Reports"). The Engineer's Reports are attached hereto as APPENDIX A. Proceeds of the Series 2020 Bonds will be utilized to acquire and/or construct a portion of the Finley Woods Project
- Phase 1 in the estimated amount of $2.4 million (the "Series 2020 Project"). The Developer estimates that it has expended approximately $2.6 million towards development-related expenditures.

It is the intent of the District to issue one (1) additional series of Bonds to fund additional portions of the CIP in the estimated amount of $1.9 million. The remainder of the CIP not funded with proceeds of the 2020 Bonds or future series of Bonds will be funded with equity contributions by the Developer and a draw down credit facility, described further herein under the sub-heading "THE DEVELOPMENT - Land Acquisition/Development Financing." The Developer will enter into a Completion Agreement whereby the Developer will agree to complete those portions of the Finley Woods Project - Phase 1 not funded with proceeds of the Series 2020 Bonds. The District cannot make any representation that the Developer will have sufficient funds to complete the Finley Woods Project - Phase 1. 
ASSESSMENT METHODOLOGY

The District's Methodology Consultant has prepared the Master Assessment Methodology (the "Master Report") attached hereto as APPENDIX E that allocates the total benefit derived from the District's CIP to the benefitted lands in the District. In addition, the Methodology Consultant has developed a Supplemental Assessment Methodology, Phase lC and Phase 2 (the "Supplemental Report," and together with the Master Report, the "Assessment Reports") that allocates the Series 2020 Assessments in proportion to the benefit derived from the Series 2020 Project.

Initially, the Series 2020 Assessments securing the Series 2020 Bonds will be levied on an equal per acre basis on the lands within Phase lC and Phase 2 of the Development that are planned to include 133 residential units (the "Assessment Area One"). Per the allocation methodology set forth in the Assessment Reports, the Series 2020 Assessments levied in connection with the Series 2020 Bonds will then be allocated to platted units as the lands in Assessment Area One are platted. While the special assessment calculations are benefit driven, the actual amounts to be assessed to a particular parcel may be less due to prepayment or contribution of infrastructure to satisfy the Series 2020 Assessments allocated to a particular parcel in its entirety or partially.

[Remainder of page intentionally left blank]

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Est. Series	Est. Series 2020 Bonds
Gross	

Land Use/Product Type	2020 Bonds Principal Per Unit	Annual Assessment Per Unit	
Phase lC: All SF	
$19,453	
$1,277	

Phase 2:			
SF 34-40'	$12,969	$851	
SF 50-55'	$20,997	$1,378	
SF 60-65'	$24,807	$1,628	
SF 70+'	$28,625	$1,878	

THE DEVELOPMENT

Thefollowing information appearing under the caption "THE DEVELOPMENT" has been furnished by the Developer for inclusion in this Limited Offering Memorandum as a means for the prospective Beneficial Owners of the Series 2020 Bonds to understand the anticipated development plan and risks associated with the Development and the provision of infrastructure to the real property within the District. Although believed to be reliable, such information has not been independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel, and no person other than the Developer, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness ofsuch information.  At the time of the issuance of the Series 2020 Bonds,  the  Developer  will  represent in writing  that  the information  herein  under  the caption  "THE DEVELOPMENT" does not contain any untrue statement of a material fact and does not omit to s tate any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading.

The Developer's obligation to pay the Series 2020 Assessments is limited solely to its obligation as a landowner, just as any other landowner within the District. The Developer is not a guarantor of payment on any property within the District and the recoursefor the Developer'sfailure to pay or otherwise comply with its obligations to the District is limited to its ownership interest in the land subject to the Series 2020 Assessments.

Overview

Finely Woods (the "Development") encompasses approximately 117 acres and is located in the City along SW 62nd Avenue, one mile west of SW Williston Road (County Road 121). Generally, the Development is bordered by Paynes Prairie to the east, undeveloped agricultural properties to the south and developing suburban residential and commercial areas along SW Archer Road to the west. At build­ out, the Development is planned to include 471 residential units situated on the north and south side of SW 62nd Avenue with only a portion of the Development included within the boundaries of the District, as discussed in more detail herein. The main entryways to the Development are located directly across from each other off of SW 62nd Avenue.

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Located approximately two (2) miles southwest of Interstate 75, the Development is in close proximity to medical facilities, recreational opportunities, retail shopping venues and restaurants. Medical care can be obtained at UF Health Shands Hospital within six (6) miles of the Development. Butler Plaza Town Center located approximately three and a half (3.5) miles from the Development, at the corner of Interstate 75 and SW Archer Road, is an open-air shopping mall providing for big box retailers including Target, Whole Foods, Trader Joe's, Best Buy and Sam's Club. Additional commercial support including the Oaks Mall is conveniently located off West Newberry Road less than seven (7) miles from the Development offering an array of shopping, dining and entertainment options. The Gainesville Country Club (a private social and recreational club) located two and a half (2.5) miles southeast of the Development, provides for additional recreational opportunities. Further, the University of Florida Gainesville (the 3rd largest university in the State's higher education system) is located within approximately five (5) miles of the Development.

The District has been established for a portion of the Development representing approximately eighty-five (85) acres planned to include 255 single-family residential units. As a result of prior development activity within the Development prior to the establishment of the District, a portion of the land comprising the Development is not included within the boundaries of the District, more specifically, the Phase IA and Phase 18 lands consisting of fifty-five (55) residential units bordering the southwest quadrant of the Development, south of SW 62nd Avenue. Horizontal development on all Phase IA and Phase 18 lands are complete and all fifty-five (55) homes therein have been constructed and sold to end­ users.

The District spans across three (3) phases within the Development including Phase IC, Phase 2, and Phase 3 planned for 255 single-family residential units. Horizontal infrastructure improvements for the forty (40) lots in Phase IC situated south of SW 62nd Avenue are complete and, as detailed further herein, home sale, construction and closing activities are currently underway. Horizontal infrastructure improvements in Phase 2 located north of SW 62nd Avenue are scheduled to commence in the first quarter of 2020 with completion expected in the fourth quarter of 2020. As described in more detail herein under the heading "Assessment Area One," the Series 2020 Assessments levied in connection with the Series 2020 Bonds are levied on the lands constituting Phase IC and Phase 2 of the Development located within the District's boundaries and planned for 1 33 single-family residential units.

The substantial landowner and developer of the Development is the Finley Woods Development, LLC (the "Developer"), a Florida limited liability company, as more fully described under the heading "THE DEVELOPER." The manager of the Developer is Tommy Williams, Jr. of Tommy Williams Homes, an active homebuilder in the Development. It is the intent of the Developer to develop and sell lots to two
homebuilders as discussed in more detail under the heading "Lot Sales/Contract Activity."

Land Acquisition/ Development Financing

The acreage constituting the District is a portion of the lands originally purchased by WWB Real Estate Investment, LLC ("WWB''), a Florida limited liability company. In November 2016, the Developer acquired from WWB approximately 19.2 acres constituting Phase IC of the District for approximately $0.39 million. Subsequently, the approximately 28.6 acres of land constituting Phase 2 of the District was purchased on November 22, 2019, by the Developer for $0.97 million from WWB. As previously discussed herein, the lands within Phase IC have been developed into forty (40) lots that have been sold to homebuilders who in turned have commenced home sale, construction and closing activities therein. The lands within the District constituting Phase 2 of the Development are owned by the Developer and the

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remaining lands within the District constituting Phase 3 of the Development are owned by WWB (Phase 3 is not included in Assessment Area One and is not subject to the Series 2020 Assessments).

In November 2019, the Developer obtained financing for the acquisition and development of the lands constituting Phase 2 of the District in the form of a draw down line of credit provided by Drummond Community Bank ("Drummond Bank") in the amount of $4.3 million (the  "Drummond Loan") pursuant to a construction loan agreement (the "Construction Loan Agreement"). The Drummond Loan provides for the following: (i) $0.97 million for the acquisition of Phase 2 and (ii) the remaining $3.3 million to finance the cost of site work, the construction of two (2) retention ponds within Phase 2, underground utilities, roadways and street lighting for Phase 2. The current outstanding balance of the Drummond Loan is $1 .02 million which accrues interest at a fixed rate of five and a half percent (5.5%) and matures on November 22, 2022, three (3) years from the closing date with respect to the lands within Phase 2.

As set forth in the Construction Loan Agreement, no disbursements will be made under the Drummond Loan for development activities until such time as the Developer has provided for the equity required to cover the contemplated cost of the improvements that exceeds that of funds available under the Drummond Loan. The Drummond Loan is sufficient to cover all known costs of _____
The Drummond Loan is evidenced by a promissory note and mortgage encumbering the Phase 2 lands within the District. The Drummond Loan has a first lien mortgage on the Phase 2 lands constituting the Development; however, the loan allows for the release of individual lots from the lien and security interest of the mortgage upon sale of the lot to a homebuilder. At the time of lot closing with a homebuilder, the Developer will pay a release price of $58,700 per lot such that the Drummond Loan will be paid off with the sale of seventy (73) lots. As additional security for the mortgage securing the Drummond Loan, the Developer entered into (i) a mortgage, fixture filing and security agreement; (ii) a collateral assignment of leases, rents and profits; and (iii) a security agreement providing security interests in the collateralized land. Upon issuance of the Series 2020 Bonds, Drummond Bank will enter into an agreement acknowledging the superiority of the lien of the Series 2020 Assessments to its mortgage and the District's right to utilize the rights granted in the Assignment Agreement (see "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2020 BONDS - Agreement for Assignment of Development Rights") to complete development of Assessment Area One in the event of the failure by the Developer to pay the Series 2020 Assessments levied on land it owns in Assessment Area One.

Certain affiliates of the Developer have an existing builder line of credit with Columbia Bank (the "Builder Facility") that provides for a maximum loan amount of approximately $3.0 million on a revolving basis and is currently secured by a mortgage on certain properties owned by affiliates of the Developer which includes the Development. Such mortgage is subordinate to the Drummond Loan. In addition to providing a homebuilding line of credit for the Developer's affiliated homebuilding company for the construction of homes in the Development, the Builder Facility is intended to provide the same for certain existing and potential future projects being undertaken by the Developer and its affiliated entities. As a lot within the Development is ready for home construction, funds under the Builder Facility are advanced and allocated to such lot with repayment required upon delivery of a home to an end-user. As of January 15, 2020, the Builder Facility was outstanding in the estimated amount of $X of which none is attributable to the Development. The Builder Facility is renewable [annually] and was last renewed on X.

Proceeds of the Series 2020 Bonds will be used to acquire/construct certain improvements constituting the Series 2020 Project in the estimated amount of $2.4 million. In addition to the draw down line of credit, the Developer anticipates using equity to fund the remaining portions of the Finley Woods

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Project - Phase 1 not funded with proceeds of the Series 2020 Bonds as well as other development costs not included within the Finley Woods Project - Phase 1, which include [pi:ivate roads, recreational facilities and a,ssociated professional fees]. As discussed further herein, development activities in Phase lC are complete. The Developer estimates it has expended approximately $2.6 million in development-related expenditures to date. Such expenditures include the allocable costs to Phases lC and 2 which constitute the lands comprising Assessment Area One.

Further, it is the intent of the Developer to utilize proceeds from a future series of Bonds, the draw down line of credit and equity contributions to fund the development costs for Phase 3 of the Development located within the District. Such future series of Bonds will be secured by special assessments levied on Phase 3 which is not included in Assessment Area One.
Zoning/Permitting

The Development was originally located in the unincorporated area of the County and later annexed into the City. In conjunction with the annexation, the Development was rezoned from Alachua County Planned Development district to a City of Gainesville Planned Development district and received zoning approval from the City as a planned unit development ("PUD"). The overall density allowable for the Development including the existing phases within the Development allows for up to 471 residential units. The existing Phase lA and Phase 1B include fifty-five (55) residential units and Phase lC includes forty (40) residential units. Phase 2 will support ninety-three (93) residential lots with Phase 3 planned for 122 residential lots. The remaining density is planned for 161 multi-family units located outside of the District boundaries but within the Development.

The PUD sets forth certain conditions related to total trip generation for the Development. The total traffic generation for the PUD cannot exceed 4, 128 total daily trips. Trip generations beyond 4,128 per day will require a revised traffic study and associated transportation mitigation requirements.

As described in further detail in the Supplemental Engineer's Report, the Developer has obtained a St. Johns River Water Management District ("SJRWMD") Environmental Resource Permit ("ERP") for storm water management and wetland mitigation for Phase lC and Phase 2 of the District. Further, the Developer has obtained all necessary permits and approvals for the infrastructure to serve Phase lC of the District planned for forty (40) single-family units. The Developer has obtained approval from the City for Phase 2 of the District consisting of ninety-three (93) residential units, including, without limitation, a preliminary development plan, construction plan, and final development plan with final plat approval anticipated to occur in January 2020. Phase 3, planned for the 122 remaining units within the District, will be permitted as development and home sale activities warrant the same.
Upon issuance of the Series 2020 Bonds, the District Engineer will certify that any permits and approvals necessary for the infrastructure specific to the District that have not previously been obtained are expected to be obtained in the ordinary course of business.
Utilities

Water and sewer services will be provided to the Development by Gainesville Regional Utilities.
Clay Electric will provide electrical services.

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Environmental

The Developer commissioned a Phase I Environmental Site Assessment (the "Phase 1 ESA") from GSE Engineering and Consulting, Inc. for the acreage constituting the Development. The Phase 1 ESA revealed no evidence of environmentally recognized conditions.
Product Type/Phasing

The portion of the Development located within the boundaries of the District is planned to be developed in three (3) phases for the development of approximately 255 residential units. The information in the table below depicts the number of units by product type for the three (3) planned development phases, which information is subject to change.

Unit/Product Type	# of Units	
Phase lC
Single-Family Village Lots	
12	
Single-Family Manor Lots	8	
Single-Family Club Lots	20	
	40	
Phase 2
Single-Family Village Lots	
14	
Single-Family Manor Lots	20	
Single-Family Club Lots
Single-Family Manor Lots	
14	
	93	
Phase 3
Single-Family Village Lots	
42	
Single-Family Manor Lots Single-Family Club Lots
Single-Family Manor Lots	

16 	
	122	
Total	255	

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Development activities for Phase lC are substantially complete with home sale, construction and closing activities currently underway. As of January 15, 2020, twenty-four (24) home sale contracts had been written of which twenty-two (22) had closed. Construction permitting for Phase 2 has been received and development activities are expected to commence in the first quarter of 2020 with an anticipated completion in the fourth quarter of 2020.
Lot Sales/Contract Activity

The Developer previously entered into contracts with T. W. Williams, Jr., Inc, a Florida corporation ("Tommy Williams Homes") and Norfleet Development Group, LLC a Florida limited liability company ("Norfleet Homes") for the purchase of all forty (40) homesites located within Phase lC of the Development

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(the "Phase lC Builder Contracts"). Tommy Williams Homes and Norfleet Homes purchased twenty (20) lots each in two (2) takedowns for $1,305,500 and $1,294,000, respectively.
The Developer has subsequently entered into exclusive builder agreements with Tommy Williams Homes and Norfleet Homes for forty-seven (47) lots and forty-six (46) lots, respectively, within Phase 2 of the Developmen ("Phase 2 Exclusive Builder Agreements"). The Phase 2 Exclusive Builder Agreements have substantially similar provisions concerning the purchase prices and takedown of lots. The first ten
(10) lots under each agreement will be taken down within (30) days of the plat recording with the remaining lots to be taken down within twenty-four (24) months of plat recording. The purchase price is $1,400 a front foot for each product-type. Accordingly, based on the proposed lot takedown by product-type, Tommy Williams Homes will purchase forty-seven (47) lots for $3.76 million and Norfleet Homes will purchase forty-six (46) lots for $3.68 million. Each builder agrees to obtain appropriate building permits and to commence construction of any approved home within three (3) months from the closing date of the associated homesite.
Participating Builders

Brief descriptions of the participating builders are provided below. The information appearing below has been obtained from the builder websites and other publicly available sources and the District makes no representation as to the accuracy or completeness of such information.
Tommy Williams Homes

An Alachua County native, Tommy Williams has been the president of Tommy Williams Homes since its inception in 1998. Tommy Williams Homes builds homes that are designed to harmonize with the natural landscape. Known as "Gainesville's Green Builder", Tommy Williams Homes is the leader in the market with regard to energy efficiency and quality, providing for energy-efficient home designs including solar panels and green features throughout each of their communities. Each of their homes are tested by an independent third party and certified green by Florida Green Building Consul allowing their homes to be in the top one percent (1 %) for all homes built in Florida for energy efficiency. Further, Tommy Williams Homes is the first builder in the southeast to build and achieve a "Net Zero Home" providing for a home that produces more energy than it uses. Tommy Williams Homes has won three (3) prestigious awards: the Aurora Judges Choice Award, the Grand Aurora Best Energy Efficient Homes, and the Best Green Construction under $500,000. Tommy Williams Homes is currently actively building in Finely Woods and Oakmont, both Gainesville master planned communities.
Norfleet Homes

Norfleet Homes is a family-owned home building company in Newberry, Florida. The Norfleet family moved to Newberry, Florida in 1895 and has been building homes in Alachua County since 1981. For over 30 years, Norfleet Homes has built affordable energy efficient, quality, custom homes from Gainesville to Newberry. Norfleet Homes currently has a presence in Finley Woods, Countryway Town Square, and Woods of Alchrist.
Product Offerings/Pricing

The Development has been designed as a community centered around jogging trails and mature landscaping. Homesites are situated around clustered green space, green buffers and woods with a trail

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connecting the entire neighborhood. As previously discussed, Tommy Williams Homes and Norfleet Homes have established a presence in the community offering a variety of home designs, floor plans and elevations at varying price ranges in order to appeal to the expected spectrum of buyers. The information appearing below has been obtained from the respective builders' websites and is subject to change.
Tommy Williams Homes' home collection includes twenty-two (22) distinctive floor plans ranging in size from 1,234 to 3,507 square feet and priced from the low $200's to the low $600's.

Norfleet Homes' offerings include fourteen (14) three to four-bedroom floor plans ranging from 1,699 to over 2,496 square feet and priced from the high $200's to the $600's.
Model Homes/Home Sales

As previously discussed, Tommy Williams Homes and Norfleet Homes are active builders within Phase lC and have contracted for the purchase of ninety-three (93) lots within Phase 2. Both builders have completed the construction of one (1) model home. Further, each builder is anticipated to maintain approximately five (5) to ten (10) homes in inventory as quick delivery homes in various stages of construction. As of January 15, 2020, Tommy Williams Homes and Norfleet Homes have written twenty­ four (24) home sale contracts in Phase lC, of which twenty-two (22) have closed.
Projected Absorption

The following table sets forth the Developer's anticipated pace of residential lot closings to home builders in Phases lC and 2 in the District.

Product-	Closings to		
Type	Date	2020	2021	2022	Total	
SF 34'	12 	5	7	2	26	
SF 50 to 55'	20	7	11	2	40	
SF 60 to 65'	3	16	23	6	48	
SF 70'+
Total	2
40	Q
34	z
48	1
11	133	
The projections in the table above are based upon estimates and assumptions that are inherently uncertain, though considered reasonable, and are subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict. As a result, there can be no assurance that such projections will occur or be realized in the time frames anticipated. See "BONDOWNERS' RISKS" herein.
Assessment Area One

The Development is currently planned to be developed in three (3) phases to ultimately provide infrastructure supporting the development of 255 residential units. As previously discussed under the heading "CAPITAL IMPROVEMENT PROGRAM AND SERIES 2020 PROJECT", the Series 2020 Bonds
will fund the Series 2020 Project which is estimated to include $2.4 million of the costs of the Finely Woods Project - Phase 1. It is the intent of the District to issue an additional series of Bonds which will fund a portion of the remaining CIP in the estimated amount of $1.9 million. Such future series of Bonds will be secured by special assessments levied on Phase 3 which is not included in Assessment Area One.

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As more fully described under the heading "ASSESSMENT METHODOLOGY", the Assessment Reports initially allocate the Series 2020 Assessments over the gross acreage in Phase lC and Phase 2 of the Development. As such acreage is developed and platted, the Series 2020 Assessments will be allocated to those parcels that are platted. Based upon the recorded plat for forty (40) single-family units located within Phase lC, approximately 27% or $0.7 million of the principal amount of the Series 2020 Assessments will be allocated to platted lots with the 73% remaining allocated to the undeveloped acreage in Phase 2. The Developer anticipates Phase 2 platting will be bonded to allow for home sales prior to horizontal infrastructure completion in such phase. Thus, the Developer anticipates platting for the ninety-three (93) lots planned in Phase 2 to occur in first quarter of 2020. At such time, the Series 2020 Assessments will be fully allocated to platted lots within Phase lC and Phase 2 of the District.
Recreational Amenities

The Development is planned to include a clubhouse, pool facility, tennis court, together with open space and a small playground area, all located in Phase lC. Construction of the recreational facilities is scheduled to commence in the second quarter of 2020 with completion expected by second quarter of 2021. All recreational facilities will be privately funded and constructed by the Developer in the estimated amount of $1.5 million and will be conveyed to the homeowner's association established for the Development upon their completion.
Marketing

The marketing for the Development has and is expected to continue to be managed by the participating builders who will market their presence in the Development. The participating builders have been utilizing a marketing campaign that includes branded content, social media, a website, workshops and events, frontage and signage, and public relations. In addition, the builders have each constructed one
(1) model home.

Education

Based upon current school zoning, school-age children residing in the Development would generally attend Idylwild Elementary School, Kanapaha Middle School, and Gainesville High School. Both Idylwild Elementary School and Kanapaha Middle School are located within approximately four (4) miles of the Development and received a 'D' and 'B' rating, respectively, for 2018/2019 from the Florida Department of Education ("FDOE"). Gainesville High School is situated approximately eight (8) miles northeast of the Development and received a 'B' rating from FDOE for the same period. As stated herein, the University of Florida Gainesville (the 3rd largest university in the State's higher education system) is located within approximately (5) miles of the Development.
Fees and Assessments

Each homeowner residing in the District will pay annual taxes, assessments and fees on an ongoing basis including ad valorem property taxes, Series 2020 Assessments, HOA fees, and administrative, operation and maintenance assessments levied by the District as described in more detail below.

Property Taxes. The current millage rate for the area of the County where the District is located is approximately 21 .7808 mills. Accordingly, by way of example, the annual property taxes for a $350,000 assessed value home would be $7,623. 

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Homeowner 's Association Fee. All homeowners will be subj ect to annual homeowners ' assoc1at10n ("HOA") fees for landscaping, common ground maintenance as well as operation and maintenance ofthe HOA-owned facilities. The HOA's fees will vary annually based on the adopted budget by the HOA for a particular year. The estimated HOA fee at build-out for the residential units planned within the District by product-type is as follows:

Unit Type	HOA Fee at Build Out	
SF 34'	$1,080	
SF 50 to 55'	$1,080	
SF 60 to 65'	$1,080	
SF 70'+	$1,080	

District Special Assessments. All homeowners residing in Phase 1 C and Phase 2 ofthe District will be subject to the Series 2020 Assessments levied in connection with the Series 2020 Bonds. In addition to the Series 2020 Assessments, all homeowners will be subject to annual operation and maintenance assessments levied by the District which are derived from the District's annual budget and are subject to change each year. The table below illustrates the estimated Series 2020 Assessments and Fiscal Year 2020 Operation and Maintenance Assessment that will be levied by the District for each respective product-types.

Est. Annual Series 2020	Est. Annual Fiscal Year 2020
Operation and Maintenance	

Unit Type	Assessment Per Unit (Gross)	Assessment Per Unit (Gross)*	
Phase lC
All Single-Family Homes	
$1,277	
$600	
Phase 2			
SF 34'	$851	$600	
SF 50 to 55'	$1,378	$600	
SF 60 to 65'	$1,628	$600	
SF 70'+	$1,878	$600	

Includes cost of collection of __% which are subject to change and assumes payment in March. Actual amounts may vary to reflect changes in collection costs and/or early payment discounts.

Competition

Based upon the target demographic and location of the Development, it is anticipated that competition for Development will primarily come from the active projects referenced below. The information appearing below was obtained from publicly available sources.
Oakmont is an approximately 556-acre community planned for 996 units to be developed in seven
(7) phases. Oakmont is located at the intersection of Parker Road and SW 24th Street, approximately seven
miles northwest of the Development. The initial three (3) phases of Oakmont consisting of 496 units have been developed and development of the fourth phase is currently underway. Single-family units within Oakmont are situated on lots that range in size from approximately 50 feet to150 feet with starting price points ranging from the mid $200s to over $1 .0 million. The recreational facilities have been constructed and include a clubhouse, tennis courts, an amphitheater, basketball courts, a resort-style

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swimming pool with lap lanes and a multipurpose activity field. Builders within the community have included Arthur Rutenberg Homes, Barry Bullard Homes, ICI Homes, Tommy Williams Homes, Jeffrey M. Wilde and Tommy Waters Custom Homes. Oakmont is located within the Parker Road Community Development District. For more information on the Parker Road Community Development District and its Series 2007 Bonds visit www.emma.msrb.org.

Lugano is a new townhome and single-family development by the Emmer Group currently under construction just off of SW Archer Road, approximately four (4) miles west of the Development. The development is planned for 460 total homes and is situated on 145 acres. Homes sales are currently underway with prices ranging from the mid $200s to upper $500s. Surrounded by walking trails, the community will feature a clubhouse with numerous amenities including a pool, fitness center, basketball courts, open space, dog parks and playgrounds.

Arbor Greens is a luxury community located off of Newberry Road just north of Oakmont. Arbor Greens features builders including Jeffrey M. Wilde, Tommy Waters Custom Homes, Arthur Rutenberg Homes, Jeffrey M. Wilde and Barry Bullard Homes. The community is currently planned for 1 85 residential units and contains family oriented and energy efficient homes. New construction homes are available as well as buildable vacant lots. Home prices start at $285,000 and go up to $1 .0 million.

This section does not purport to summarize all of the existing or planned communities in the area of the Development, but rather to provide a description of those that the Developer feels may pose primary competition to the Development.
THE DEVELOPER

Finley Woods Development, LLC, a Florida limited liability company, is the developer of the lands within the Development, including the lands constituting the District. The manager of the Developer is Tommy Williams of Tommy Williams Homes, who is an active homebuilder within the Development. Mr. Williams also owns the membership interest in WWB which is more fully described under the heading "Land Acquisition/Development Financing" and was the seller of the lands constituting the Development.

Below is a list of Tommy Williams' projects in which he was responsible for both horizontal and vertical construction for various entities where he has served as president, including Williams Brothers Construction, Tommy Williams Homes and Archer Road Properties, Inc.:

Proj ect	Year Commenced		# Units	Location		
Multi-Family Homes
Archer Homes	
1985		
24	
Archer, Florida		
Waldo Village	1986		32	Waldo, Florida		
Bronson Village	1987		16	Bronson, Florida		
Bronson Village	1988		16	Bronson, Florida		
Sand Ridge

Post Oak	1990

1991		46

52	Fernandina Florida
Fernandina	Beach,

Beach,	
				Florida		
		
17				

Water Oak	1992	48	Orange City, Florida	
Archer Village	1993	24	Archer, Florida	
Single Family Residential	
Doe Run	1994		Archer, Florida	
Hickory Forest	1996	200	Gainesville, Florida	
Seville	1999		Gainesville, Florida	
Weatherly	2000	42	Gainesville, Florida	
Longleaf Village	2003	550	Gainesville, Florida	
Belmont Cluster	2003	187	Gainesville, Florida	
Finley Woods	2015	471	Gainesville, Florida	

DESCRIPTION OF THE SERIES 2020 BONDS

General Description

The Series 2020 Bonds are issuable only as registered bonds, without coupons, in current interest form in denominations of $5,000 or any integral multiple thereof; provided, however, that delivery of the Series 2020 Bonds to the initial purchasers thereof will be in aggregate principal amounts of $100,000 or integral multiples of $5,000 in excess of $100,000.

The Series 2020 Bonds will be dated as of their date of issuance and will bear interest payable on each May 1 and November 1, commencing May 1, 2020 (each, an "Interest Payment Date"), which interest shall be computed on the basis of a 360-day year of twelve thirty-day months. The Series 2020 Bonds will mature on such dates, in such amounts and at such rates as set forth on the cover page of this Limited Offering Memorandum.

Interest on each Series 2020 Bond will be payable on each Interest Payment Date in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the registered Owner at the close of business on the regular Record Date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, or, if such day is not a Business Day on the Business Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture, the payment of interest and principal or Redemption Price or Amortization Installments shall be made by the Paying Agent to such person, who, on a special Record Date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of the Series 2020 Bond. Any payment of principal, Amortization Installment or Redemption Price shall be made only upon presentation at the designated corporate trust office of U.S. Bank National Association, located in Fort Lauderdale, Florida, or any alternate or successor paying agent, unless the Series 2020 Bonds are held in the book entry system in which case presentation shall not be required. Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner if such Owner requests such method of payment in writing on or

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prior to the regular Record Date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner owns not less than $1,000,000 in aggregate principal amount of the Series 2020 Bonds). During any period that a Series 2020 Bond is registered in the name of Cede & Co., as nominee of OTC, the provisions of the First Supplemental Indenture relating to the book-entry only system shall apply, including the payment provisions thereof.

The Series 2020 Bonds will initially be registered in the name of Cede & Co. as nominee for The Depository Trust Company ("OTC"), which will act initially as securities depository for the Series 2020 Bonds and, so long as the Series 2020 Bonds are held in book-entry-only form, Cede & Co. will be considered the registered owner for all purposes hereof. See "-Book-Entry Only System" below for more information about OTC and its book-entry only system.
Redemption Provisions for Series 2020 Bonds

Optional Redemption. The Series 2020 Bonds are subject to redemption prior to maturity at the option of the District on any Redemption Date on or after May 1, 20_ at the Redemption Price of the principal amount of the Series 2020 Bonds or portions thereof to be redeemed together with accrued interest to the Redemption Date.

MandatOrJ/ Redemption in Part. The Series 2020 Bonds maturing May 1, 20_ are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2020 Sinking Fund Account established under the First Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

Year

*

Amortization Installment
$

*Final maturity

The Series 2020 Bonds maturing May 1, 20_ are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2020 Sinking Fund Account established under the First Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:
Amortization Installment
$

*

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*Final maturity

The Series 2020 Bonds maturing May 1, 20 are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2020 Sinking Fund Account established under the First Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

Amortization

Year

..
*Final maturity

Installment
$

The Series 2020 Bonds maturing May 1, 20 are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2020 Sinking Fund Account established under the First Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:
Amortization Installment
$

..
*Final maturity

As more particularly set forth in the Indenture, any Series 2020 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2020 Bonds. Amortization Installments are also subject to recalculation, as provided in the First Supplemental Indenture, as the result of the redemption of Series 2020 Bonds other than from scheduled Amortization Installments so as to reamortize the remaining Outstanding principal balance of the Series 2020 Bonds as set forth in the First Supplemental Indenture.
Extraordinan1 Mandatory Redemption. in Whole or in Part. The Series 2020 Bonds are subject to extraordinary mandatory redemption prior to maturity on any Redemption Date in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium,

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together with accrued interest to the Redemption Date, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Series 2020 Project, by application of moneys transferred from the Series 2020 Acquisition and Construction Account to the Series 2020 Prepayment Subaccount in accordance with the terms of the Indenture; or

from amounts, including Series 2020 Prepayments, required by the Indenture to be deposited into the Series 2020 Prepayment Subaccount; or

from amounts transferred to the Series 2020 Prepayment Subaccount resulting from a reduction in the Series 2020 Reserve Account Requirement resulting from Prepayments of Series 2020 Assessments as provided for in the Indenture; or

on the date on which the amount on deposit in the Series 2020 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2020 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2020 Bonds shall be called for redemption, the particular Series 2020 Bonds or portions of Series 2020 Bonds to be redeemed shall be selected by lot by the Bond Registrar as provided in the Indenture, or as provided or directed by OTC.
Notice and Effect of Redemption

Notice of each redemption of Series 2020 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the Redemption Date to each registered Owner of Series 2020 Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. 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 Indenture, the Series 2020 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 2020 Bonds or such portions thereof on such date, interest on such Series 2020 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2020 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2020 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
Pursuant to the Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefore as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.

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Book-Entry Only System

The information in this caption concerning The Depository Trust Company, New York, New York, ("OTC") and DTC's book-entry system has been obtained from OTC and neither the District nor the Underwriter makes any representation or warranty or takes any responsibility for the accuracy or completeness of such information.

OTC will act as securities depository for the Series 2020 Bonds. The Series 2020 Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of OTC. One fully-registered bond certificate will be issued for each maturity of the Series 2020 Bonds and will be deposited with OTC. OTC, 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 17A of the Securities Exchange Act of 1934. OTC 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 (the "Direct Participants") deposit with OTC. OTC 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. OTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for OTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the OTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). OTC has a Standard and Poor's rating of AA+. The OTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about OTC can be found at www.dtcc.com.
Purchases of the Series 2020 Bonds under the OTC system must be made by or through Direct Participants, which will receive a credit for such Series 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2020 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from OTC of their purchase. Beneficial Owners are, however, 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 Owner entered into the transaction. Transfers of ownership interests in the Series 2020 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2020 Bonds, except in the event that use of the book-entry system for the Series 2020 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2020 Bonds deposited by Direct Participants with OTC 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 OTC. The deposit of Series 2020 Bonds with OTC and their registration in the name of Cede & Co. or such other OTC nominee do not affect any change in beneficial

22

ownership. OTC has no knowledge of the actual Beneficial Owners of the Series 2020 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2020 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping an account of their holdings on behalf of their customers.

Conveyance of notices and other communications by OTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements made among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to OTC. If less than all of the Series 2020 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2020 Bonds, as the case may be, to be redeemed.

Neither OTC nor Cede & Co. (nor any other OTC nominee) will consent or vote with respect to the Series 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, OTC 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 the Series 2020 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 2020 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of OTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the District or the Registrar on the 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 form or registered in "street name," and will be the responsibility of such Participant and not of OTC, the Registrar or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of OTC) is the responsibility of the District and/or the Paying Agent for the Series 2020 Bonds. Disbursement of such payments to Direct Participants will be the responsibility of OTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants.

OTC may discontinue providing its services as securities depository with respect to the Series 2020 Bonds at any time by giving reasonable notice to the District. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2020 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 OTC (or a successor securities depository). In that event, Series 2020 Bond certificates will be printed and delivered to OTC.

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2020 BONDS, AS NOMINEE OF OTC, REFERENCE HEREIN TO THE OWNER OF THE SERIES 2020 BONDS OR REGISTERED OWNERS OF THE SERIES 2020 BONDS SHALL MEAN OTC AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2020 BONDS.

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The information in this section concerning OTC and DTC's book-entry system has been obtained from sources that the District believes to be reliable, but takes no responsibility for the accuracy thereof.
NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE OTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE OTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 2020 BONDS. THE DISTRICT CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT OTC, THE OTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE SERIES 2020 BONDS PAID TO OTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT OTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM.

SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2020 BONDS

General

The Series 2020 Bonds are payable solely from and secured by the revenues derived by the District from the Series 2020 Assessments and amounts in the Funds and Accounts (except for the Series 2020 Rebate Account) established by the First Supplemental Indenture. Series 2020 Assessments will be allocated as described under "ASSESSMENT METHODOLOGY" herein. The Series 2020 Assessments will secure the Series 2020 Bonds, the proceeds of which will be used to pay for the costs of the Series 2020 Project. The Series 2020 Assessments will be levied on Assessment Area One in accordance with the Assessment Reports, attached hereto as APPENDIX B. 
NEITHER THE SERIES 2020 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THE SERIES 2020 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2020 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2020 ASSESSMENTS AND THE SERIES 2020 PLEDGED FUNDS, AS PROVIDED IN THE SERIES 2020 BONDS AND IN THE INDENTURE.
Funds and Accounts

The Indenture establishes with the Trustee the following Funds and Accounts: (a) within the Acquisition and Construction Fund, (i) a Series 2020 Acquisition and Construction Account and (ii) a Series 2020 Costs of Issuance Account; (b) within the Debt Service Fund, (i) a Series 2020 Debt Service Account and therein a Series 2020 Sinking Fund Account, a Series 2020 Interest Account and a Series 2020 Capitalized Interest Account and (ii) a Series 2020 Redemption Account (and therein a Series 2020

24

Prepayment Subaccount and a Series 2020 Optional Redemption Subaccount); (c) in the Reserve Fund, a Series 2020 Reserve Account, which shall be held for the benefit of all of the Series 2020 Bonds, without distinction as to Series 2020 Bonds and without privilege or priority of one Series 2020 Bond over another;
within the Revenue Fund, a Series 2020 Revenue Account; and (e) within the Rebate Fund, a Series 2020 Rebate Account.
Series 2020 Reserve Account and Series 2020 Reserve Account Requirement

The Series 2020 Reserve Account Requirement is an amount equal to the Maximum Annual Debt Service Requirement for all Outstanding Series 2020 Bonds, as of the time of any such calculation, until such time as the Conditions for Reduction of Reserve Account Requirement are met, at which time and thereafter the Series 2020 Reserve Account Requirement shall be an amount equal to fifty percent (50%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2020 Bonds, as of the time of any such calculation. On the date of initial issuance of the Series 2020 bonds, the Series 2020 Reserve
Account Requirement shall be $_	__

"Conditions for Reduction of Reserve Account Requirement" is defined in the First Supplemental Indenture to mean, collectively, that (i) all lots subject to the Series 2020 Assessments have been developed and platted, (ii) all lots subject to the Series 2020 Assessments have been sold by the Developer to [lunaffiliated thi11d-2arty] builders and all such sales have closed, and (iii) there are no Events of Default occurring or continuing under the Indenture with respect to the Series 2020 Bonds. The District Engineer shall provide a written certification to the District and the Trustee certifying that the event in clause (i) has occurred and the District Manager shall provide a written certification to the District and the Trustee certifying that the event in clause (ii) has occurred and affirming clause (iii), on which certifications the Trustee may conclusively rely.
The Series 2020 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2020 Reserve Account Requirement. Except as otherwise provided in the Indenture, amounts on deposit in the Series 2020 Reserve Account shall be used only for the purpose of making payments into the Series 2020 Interest Account and the Series 2020 Sinking Fund Account to pay Debt Service on the Series 2020 Bonds, when due, without distinction as to Series 2020 Bonds and without privilege or priority of one Series 2020 Bond over another, to the extent the moneys on deposit in such Accounts available therefor are insufficient and for no other purpose. The Series 2020 Reserve Account shall consist only of cash and Series 2020 Investment Obligations.

On the forty-fifth (45th) day preceding each Redemption Date (or, if such forty-fifth (45th) day is not a Business Day, on the first Business Day preceding such forty-fifth (45th) day), the Trustee is authorized and directed to recalculate the Series 2020 Reserve Account Requirement and to transfer any excess on deposit in the Series 2020 Reserve Account (i) resulting from Prepayments of Series 2020 Assessments into the Series 2020 Prepayment Subaccount and applied to the extraordinary mandatory redemption of Series 2020 Bonds, (ii) resulting from a reduction of the Series 2020 Reserve Account Requirement as the result of the Conditions for Reduction of Reserve Account Requirement being met (A) prior to the Date of Completion of the Series 2020 Project into the Series 2020 Acquisition and Construction Account and used for the purposes of such Account, or (B) after such Date of Completion into the Series 2020 Revenue Account and used for the purposes of such Account, or (iii) resulting from investment earnings as provided in the First Supplemental Indenture.

25

On the earliest date on which there is on deposit in the Series 2020 Reserve Account sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2020 Bonds, together with accrued interest and redemption premium, if any, on such Series 2020 Bonds to the earliest Redemption Date permitted in the Indenture, then the Trustee shall transfer the amount on deposit in the Series 2020 Reserve Account into the Series 2020 Prepayment Subaccount to pay and redeem all of the Outstanding Series 2020 Bonds on the earliest date permitted for redemption in the Indenture.

Amounts on deposit in the Series 2020 Reserve Account shall, upon the occurrence and continuance of an Event of Default, be subject to a first charge by the Trustee for its fees and expenses, including fees and expenses of collection of Delinquent Assessments.
Flow of Funds

The First Supplemental Indenture authorizes and directs the Trustee to deposit any and all amounts required to be deposited in the Series 2020 Revenue Account by the Indenture, and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose. The Series 2020 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee.
Other than Series 2020 Prepayments, which shall be identified by the District to the Trustee as such in writing upon deposit and which shall be deposited into the Series 2020 Prepayment Subaccount, the Trustee shall deposit into the Series 2020 Revenue Account the Series 2020 Assessment Revenues and any other revenues required by other provisions of the Indenture to be deposited therein, including but not limited to Series 2020 Prepayment Interest.
On the forty-fifth (45th) day preceding each Quarterly Redemption Date (or if such forty- fifth (45th) day is not a Business Day, on the Business Day next preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2020 Prepayment Subaccount, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2020 Revenue Account for deposit into the Series 2020 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to an integral multiple of $5,000 (provided that there are sufficient funds remaining in the Series 2020 Revenue Account to pay Debt Service coming due on the Series 2020 Bonds on the next succeeding Interest Payment Date), and shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2020 Bonds on the next succeeding Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2020 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of the Series 2020 Bonds set forth in the form of Series 2020 Bonds attached to the First Supplemental Indenture, the First Supplemental Indenture and in accordance with the provisions of the Master Indenture.
On May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee shall first transfer from the Series 2020 Capitalized Interest Account to the Series 2020 Interest Account the lesser of (x) the amount of interest coming due on the Series 2020 Bonds on such May 1 or November 1, less the amount remaining in the Series 2020 Capitalized Interest Account, or (y) the amount remaining in the Series 2020 Capitalized Interest Account. Following the foregoing transfer, on such May 1 or November 1 (or if such May 1 or November 1 is not a Business Day on the Business Day preceding such May 1 or November l),the Trustee shall then

26

transfer amounts on deposit in the Series 2020 Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:
FIRST, to the Series 2020 Interest Account, the amount, if any, equal to the difference between the amount of interest payable on all Series 2020 Bonds then Outstanding on such May 1 or November 1, and
(i) the amount transferred from the Series 2020 Capitalized Interest Account in accordance with (d) above and (ii) the amount already on deposit in the Series 2020 Interest Account not previously credited;
SECOND, on May 1, 2021, and on each May 1 thereafter, to the Series 2020 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2020 Bonds subject to mandatory sinking fund redemption on such May 1 and the amount already on deposit in the Series 2020 Sinking Fund Account not previously credited;
THIRD, to the Series 2020 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2020 Reserve Account Requirement with respect to the Series 2020 Bonds; and
FOURTH, the balance shall first be deposited into the Series 2020 Costs of Issuance Account to fund any deficiencies in the amount allocated to pay costs of issuance relating to the Series 2020 Bonds, and then the balance shall be retained in the Series 2020 Revenue Account.

On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the Series 2020 Revenue Account to the Series 2020 Rebate Account established for the Series 2020 Bonds in the Rebate Fund in accordance with the Master Indenture, the amount due and owing to the United States, which amount shall be paid to the United States when due in accordance with such Tax Regulatory Covenants.
Investments

Anything in the Indenture to the contrary notwithstanding, moneys on deposit in all of the Funds and Accounts held as security for the Series 2020 Bonds shall be invested only in Series 2020 Investment Obligations. Earnings on investments in the Series 2020 Acquisition and Construction Account, the Series 2020 Interest Account and the Series 2020 Capitalized Interest Account shall be retained, as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the Funds and Accounts other than the Series 2020 Reserve Account, and other than as set forth in the First Supplemental Indenture, shall be deposited, as realized, to the credit of the Series 2020 Revenue Account and used for the purpose of such Account.

Earnings on investments in the Series 2020 Reserve Account shall be disposed of as follows:

if there was no deficiency (as defined in Section 509 of the Master Indenture) in the Series 2020 Reserve Account as of the most recent date on which amounts on deposit in the Series 2020 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2020 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2020 Reserve Account shall be deposited into the Series 2020 Capitalized Interest Account through November 1, 2020, and thereafter shall be deposited into the Series 2020 Revenue Account and used for the purpose of such Account; or

27

if there was a deficiency (as defined in Section 509 of the Master Indenture) in the Series 2020 Reserve Account as of the most recent date on which amounts on deposit in the Series 2020 Reserve Account were valued by the Trustee, or if after such date withdrawals have been made from the Series 2020 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2020 Reserve Account shall be deposited into the Series 2020 Reserve Account until the amount on deposit therein is equal to the Series 2020 Reserve Account Requirement, and then earnings on investments in the Series 2020 Reserve Account shall be deposited into the Series 2020 Capitalized Interest Account through November 1, 2020, and thereafter shall be deposited into the Series 2020 Revenue Account and used for the purpose of such Account.
Agreement for Assignment of Development Rights

Contemporaneously with the issuance of the Series 2020 Bonds, the Developer and the District will enter into a Collateral Assignment Agreement (the "Assignment Agreement"). The following description of the Assignment Agreement is qualified in its entirety by reference to the Assignment Agreement. Pursuant to the Assignment Agreement, the Developer collaterally assigns to the District all of Developer's development rights and contract rights relating to the Finley Woods Project - Phase 1 and the Development of Phase IC and Phase 2 (the "Development and Contract Rights") as security for the Developer's payment and performance and discharge of its obligation to pay the Series 2020 Assessments levied against the Lands (as defined in the Assignment Agreement) when due. The assignment will become effective and absolute upon failure of the Developer to pay the Series 2020 Assessments levied against the Lands owned by the Developer. The Development and Contract Rights specifically excludes any such portion of the Development   and   Contract Rights   which   relate   to  any   property  which  has  been  conveyed  to
(i) homebuilders or end-users, or (ii) the City, the County, the District, any unaffiliated homebuilder, any
utility provider, any governmental or quasi-governmental entity, any applicable homeowner's association or any other governing entity or association as may be required by applicable permits, approvals, plats, entitlements or regulations affecting the District. Pursuant to the Indenture, but subject to the terms of the Assignment Agreement, the District assigns its rights under the Assignment Agreement to the Trustee for the benefit of the Owners, from time to time, of the Series 2020 Bonds.
Completion Agreement

In connection with the issuance of the Series 2020 Bonds, the District and the Developer will enter into an agreement (the "Completion Agreement") pursuant to which the Developer will agree to provide funds to complete the Finley Woods Project - Phase 1 to the extent that proceeds of the Series 2020 Bonds and any other debt of the District are insufficient therefor. Remedies for a default under the Completion Agreement include damages and/or specific performance.
True-Up Agreement

In connection with the issuance of the Series 2020 Bonds, the District and Developer will enter into an agreement pursuant to which the Developer agrees to timely pay all Series 2020 Assessments on lands owned by the Developer and subject to the Series 2020 Assessments and to pay, when requested by the District, any amount of Series 2020 Assessments allocated to unplatted acres in excess of the allocation in place at the time of issuance of the Series 2020 Bonds pursuant to the Assessment Reports or any update thereto. Generally stated, the Developer may apply for a true-up deferral under certain circumstances where the Developer can establish that sufficient lots will be developed on the remaining unplatted acres to support the full assignment of the Series 2020 Assessments.

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Enforcement of True-Up Agreement and Completion Agreement

The District, either through its own actions, or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the provisions of the Completion Agreement and the True-Up Agreement, and, upon the occurrence and continuance of a default under either or both of such Agreements, the District covenants and agrees that the Trustee, at the direction of the Majority Owners shall act on behalf of, and in the District's stead, to enforce the provisions of such Agreements and to pursue all available remedies under applicable law or in equity. Anything in the Indenture to the contrary notwithstanding, failure of the District to enforce, or permit the Trustee to enforce in its stead, all of the provisions of the Completion Agreement and True-Up Agreement upon demand of the Majority Owners, or the Trustee at the direction of the Majority Owners, shall constitute an Event of Default under the Indenture provided, however, that the District shall have a reasonable opportunity to cure.
Owner Direction and Consent with Respect to Series 2020 Acquisition and Construction Account upon Occurrence of Event of Default

In accordance with the provisions of the Indenture, the Series 2020 Bonds are payable solely from the Series 2020 Pledged Revenues and any other moneys held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding, the District hereby acknowledges that (i) the Series 2020 Pledged Funds includes, without limitation, all amounts on deposit in the Series 2020 Acquisition and Construction Account then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Series 2020 Bonds, the Series 2020 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2020 Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the District had incurred a binding obligation with third parties for work on the Series 2020 Project and payment is for such work and
(iii) upon the occurrence of an Event of Default with respect to the Series 2020 Bonds, the Series 2020 Pledged Funds 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 pursuit of remedies under the Indenture. The District shall not enter into any binding agreement with respect to the Series 2020 Project that will cause the expenditure of additional funds from the Series 2020 Trust Estate after the occurrence and during the continuance of an Event of Default unless authorized in writing by the Majority Owners of the Series 2020 Bonds.
Covenants with Regard to Enforcement and Collection of Delinquent Assessments

The District covenants and agrees in the Indenture that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of the Indenture, the provisions for the collection of Delinquent Assessments, the provisions for the foreclosure of liens of Delinquent Assessments, and will take such other appropriate remedial actions as shall be directed by the Trustee acting at the direction of, and on behalf of, the Majority Owners, from time to time, of the Series 2020 Bonds. Notwithstanding anything to the contrary in the Indenture, and unless otherwise directed by the Majority Owners of the Series 2020 Bonds and allowed pursuant to federal or State law, the District acknowledges and agrees in the Indenture that (i) upon failure of any property owner to pay an installment of Assessments collected directly by the District when due, that the entire Assessment on the tax parcel as to which such Delinquent Assessment appertains, with interest and penalties thereon, shall immediately become due and payable as provided by applicable law and the District shall promptly, but in any event within one hundred twenty (120) days, cause to be brought the necessary legal proceedings for the foreclosure of liens of Delinquent Assessments, including interest and penalties with respect to such tax

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parcel and (ii) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as now provided by law in suits to foreclose mortgages.

The District covenants in the Indenture that if the owner of any lot or parcel of land shall be delinquent in the payment of any Series 2020 Assessment, then such Series 2020 Assessment, shall be enforced in accordance with the provisions of Chapters 170 and/or 197, Florida Statutes, including but not limited to the sale of tax certificates and tax deeds as regards such Delinquent Assessment. In the event the provisions of Chapter 197, Florida Statutes, are inapplicable or unavailable, then upon the delinquency of any Series 2020 Assessment, the District either on its own behalf, or through the actions of the Trustee may, and shall, if so directed in writing by the Majority Owners of the Series 2020 Bonds then Outstanding, declare the entire unpaid balance of such Series 2020 Assessment, to be in default and, at its own expense, cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, and Sections
and/or 1 70.10, Florida Statutes, or otherwise as provided by law. The District further covenants in the Indenture to furnish, at its expense, to any Owner of Series 2020 Bonds so requesting, sixty (60) days after the due date of each annual installment, a list of all Delinquent Assessments, together with a copy of the District's annual audit, and a list of foreclosure actions currently in progress and the current status of such Delinquent Assessments.

If any tax certificates relating to Delinquent Assessments which are pledged to the Series 2020 Bonds are sold by the Alachua County Tax Collector (the "Tax Collector") pursuant to the provisions of Section 197.432, Florida Statutes, or if any such tax certificates are not sold but are later redeemed, the proceeds of such sale or redemption (to the extent that such proceeds relate to the Series 2020 Assessments), less any commission or other charges retained by the Tax Collector, shall, if paid by the Tax Collector to the District, be paid by the District to the Trustee not later than five (5) Business Days following receipt of such proceeds by the District and shall be deposited by the Trustee to the credit of the Series 2020 Revenue Account.

If any property shall be offered for sale for the nonpayment of any Series 2020 Assessment and no person or persons shall purchase such property for an amount less than or equal to the full amount due on the Series 2020 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount equal to the balance due on the Series 2020 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special-purpose entity title to the property for the benefit of the Owners of the Series 2020 Bonds; provided that the Trustee shall have the right, acting at the direction of the Majority Owners of the Series 2020 Bonds, but shall not be obligated, to direct the District with respect to any action taken pursuant to this paragraph. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power to lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the Series 2020 Revenue Account. Not less than ten (10) days prior to the filing of any foreclosure action as provided in the Indenture, the District shall cause written notice thereof to be mailed or any designated agents of the Owners of the Series 2020 Bonds. Not less than thirty (30) days prior to the proposed sale of any lot or track of land acquired by foreclosure by the District, it shall give written notice thereof to such representatives. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall, be required to take the measures provided by law the listing for sale of property acquired by it as trustee for the benefit of the Owners of the Series 2020 Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners of the Series 2020 Bonds then Outstanding.

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Additional Covenants Regarding Series 2020 Assessments

In the Indenture, the District covenants to comply with the terms of the Series 2020 Assessment Proceedings and the Assessment Reports, and to levy the Series 2020 Assessments and any required true­ up payments set forth in the Assessment Reports, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2020 Bonds, when due.
Limitation on Parity Bonds

The District covenants and agrees in the First Supplemental Indenture that other than Refunding Bonds issued to refund the then Outstanding Series 2020 Bonds, the issuance of which results in net present value Debt Service savings, the District shall not, while any Series 2020 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Series 2020 Trust Estate. The District further covenants and agrees that so long as the Series 2020 Assessments have not been Substantially Absorbed, it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject to the Series 2020 Assessments; provided, however, that the foregoing shall not preclude the imposition of Assessments on property subject to the Series 2020 Assessments which are necessary for health, safety or welfare reasons, or to remediate a natural disaster, or to effect repairs to or replacement of property, facilities or equipment of the District without the consent of the Majority Owners.

"Substantially Absorbed" is defined in the First Supplemental Indenture to mean the date on which the principal amount of the Series 2020 Assessments equaling ninety percent (90%) of the then Outstanding principal amount of the Series 2020 Bonds is levied on tax parcels within Assessment Area One with respect to which a certificate of occupany has been issued for a structure thereon and are owned by end users, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.
Events of Default

Each of the following events is an Event of Default with respect to the Series 2020 Bonds:

Any payment of Debt Service on the Series 2020 Bonds is not made when due;

The District shall for any reason be rendered incapable of fulfilling its obligations under the Indenture;

The District admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the Series 2020 Project;

The District is adjudged insolvent by a court of competent jurisdiction, or is adjudged a bankrupt on a petition in bankruptcy filed against the District, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the District, a receiver or trustee of the District or of the whole or any part of its property and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof;

The District shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;

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Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District's assets or any part thereof, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control;

Any portion of the Series 2020 Assessments pledged to the Series 2020 Bonds shall have become Delinquent Assessments and, as the result thereof, the Indenture provides for the Trustee to withdraw funds in an amount greater than twenty-five percent (25%) of the amount on deposit in the Series 2020 Reserve Account to pay Debt Service on the Series 2020 Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners of the Series 2020 Bonds, actually withdraw such funds from the Series 2020 Reserve Account to pay Debt Service on the Series 2020 Bonds);

The District shall default in the due and punctual performance of any of the material covenants, conditions, agreements and provisions contained in the Series 2020 Bonds or in the Indenture on the part of the District to be performed (other than a default in the payment of Debt Service on the Series 2020 Bonds when due, which is an Event of Default under subsection (a) above) and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the District by the Trustee or, if the Trustee is unwilling or unable to act, by Owners of not less than ten percent (10%) in aggregate principal amount of the Series 2020 Bonds then Outstanding and affected by such default; and

More than twenty percent (20%) of the Operation and Maintenance Assessments levied by the District on tax parcels subject to Series 2020 Assessments are not paid by the date such are due and payable.
Provisions Relating to Bankruptcy or Insolvency of Landowner

The provisions of this section 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, or tax parcels which are in the aggregate, subject to at least five percent (5%) of the Series 2020 Assessments (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"). 

The District acknowledges and agrees that, although the Series 2020 Bonds were issued by the District, the Owners of the Series 2020 Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving an Insolvent Taxpayer:

the District agrees in the Indenture that it shall seek to secure the written consent of the Trustee, acting at the direction of the Majority Owners of the Series 2020 Bonds then Outstanding, prior to 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 Series 2020 Assessments, the then Outstanding Series 2020 Bonds or any rights of the Trustee under the Indenture (provided, however, the Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Series 2020 Bonds then Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following request for consent);

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the District agrees in the 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 Series 2020 Assessments, the Series 2020 Bonds then Outstanding or any rights of the Trustee under the Indenture that are inconsistent with any written consent received (or deemed received) from the Trustee;

the District agrees in the Indenture that it shall seek the written consent of the Trustee prior to filing and voting in any such Proceeding (provided, however, the Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Series 2020 Bonds then Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following request for consent);

the Trustee shall have the right, by interpleader or otherwise, to seek or oppose any relief in any such Proceeding that the District, as claimant with respect to the Series 2020 Assessments related to the Series 2020 Bonds then Outstanding would have the right to pursue, and, if the Trustee chooses to exercise any such rights, the District shall not oppose the Trustee in seeking to exercise 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 and/or defend any claims and proofs of claims, to vote to accept or reject a plan, to seek dismissal of the Proceeding, to seek stay relief to commence or continue foreclosure or pursue any other available remedies as to the Series 2020 Assessments relating to the Series 2020 Bonds then Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent Taxpayer's exclusivity periods or to oppose any motion to extend such exclusivity periods, to oppose any motion for use of cash collateral or for authority to obtain financing, to oppose any sale procedures motion or any sale motion, to propose a competing plan of reorganization or liquidation or to make any election under Section llll(b) of the Bankruptcy Code; and

the District shall not challenge the validity or amount of any claim submitted in good faith in such Proceeding by the Trustee or any valuations of the lands owned by any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceeding or take any other action in such Proceeding, which is adverse to the Trustee's enforcement of the District's claim and rights with respect to the Series 2020 Assessments relating to the Series 2020 Bonds then Outstanding or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District agrees that the Trustee shall have the right to (A) file a proof of claim with respect to the Series 2020 Assessments pledged to the Series 2020 Bonds then Outstanding, (B) deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (C) to defend any objection filed to said proof of claim.

The District acknowledges and agrees in the Indenture that it shall not be a defense to a breach of the foregoing covenants that it has acted on advice of counsel in not complying with the foregoing covenants.

Notwithstanding the prov1s10ns of the immediately preceding paragraphs of this subsection, nothing in the provisions of this subsection shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for Operation and Maintenance Assessments, and the District shall be free to pursue such a claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the District in pursuance of its claim for Operation and Maintenance Assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's

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rights or consents with respect to the Series 2020 Assessments relating to the Series 2020 Bonds then Outstanding whether such claim is pursued by the District or the Trustee; provided, however, that the District shall not oppose any relief sought by the Trustee under the authority granted to the Trustee in subparagraph (b)(iv) above.
Re-Assessment

If any Series 2020 Assessments shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or the District shall be satisfied that any such Series 2020 Assessments is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Series 2020 Assessments when it might have done so, the District shall either: (i) take all necessary steps to cause a new Series 2020 Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement; or (ii) in its sole discretion, make up the amount of such Series 2020 Assessment from legally available moneys, which moneys shall be deposited into the Series 2020 Revenue Account. In case any such subsequent Series 2020 Assessment shall also be annulled, the District shall obtain and make other Series 2020 Assessments until a valid Series 2020 Assessment shall be made.

THE SERIES 2020 ASSESSMENTS

General

The primary sources of payment for the Series 2020 Bonds are the Series 2020 Assessments imposed on each parcel of benefited land within the District pursuant to the Series 2020 Assessment Proceedings. To the extent that landowners fail to pay such Series 2020 Assessments, delay payments, or are unable to pay the same, the prompt and successful pursuance of collection procedures available to the District will be essential to continued payment of principal and of interest of the Series 2020 Bonds. The Act provides for various methods of enforcing the collection of Delinquent Assessments by reference to other provisions of the Florida Statutes. The following is a description of certain statutory provisions of assessment payment and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes.

THERE CAN BE NO ASSURANCE THAT ANY SALE OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH DELINQUENT ASSESSMENTS PLUS OTHER DELINQUENT TAXES AND ASSESSMENTS APPLICABLE THERETO.

Chapter 170, Florida Statutes, provides that the Series 2020 Assessments constitute a lien on the real property in the District coequal with all State, County, school district and municipal taxes, superior in dignity to all other liens, titles and claims on such real property. ALTHOUGH THE LIEN AND THE PROCEEDS OF THE SERIES 2020 ASSESSMENTS WILL SECURE THE SERIES 2020 BONDS, AND SAID LIEN AND PROCEEDS OF THE SERIES 2020 ASSESSMENTS ARE PLEDGED EXCLUSIVELY TO THE SERIES 2020 BONDS, THE LIEN OF THE SERIES 2020 ASSESSMENTS MAY BE ON THE SAME PROPERTY AS, AND THEREFOR OVERLAP AND BE CO-EQUAL WITH, THE LIENS IN FAVOR OF OTHER ASSESSMENTS WHICH HAVE BEEN OR MAY BE IMPOSED BY THE DISTRICT, THE CITY, THE COUNTY OR OTHER UNITS OF LOCAL GOVERNMENT HAVING ASSESSMENT POWERS WITHIN THE DISTRICT.

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Structure and Prepayment of Series 2020 Assessments

The Series 2020 Assessments are payable in installments of principal and interest over an approximately 30-year period. According to the Series 2020 Assessment Proceedings, a property owner may prepay the Series 2020 Assessments, in whole, at any time or any portion of the remaining balance of the Series 2020 Assessments up to two times if there is also paid in addition to the remaining principal balance of the Assessment an amount equal to the interest that would otherwise be due on such balance on the next succeeding Interest Payment Date for the Series 2020 Bonds, or, if prepaid during the forty-five
(45) day period preceding the Interest Payment Date, to the next succeeding Interest Payment Date.

The Series 2020 Bonds are subject to extraordinary mandatory redemption as indicated under "DESCRIPTION OF THE SERIES 2020 BONDS - Redemption Provisions for Series 2020 Bonds," from such Prepayments at the redemption price of par plus accrued interest to the date of such redemption. The prepayment of installments of Series 2020 Assessments does not entitle the owner of the property to a discount for early payment.

Pursuant to Section 1 70.09, Florida Statutes, the Series 2020 Assessments may be paid without interest at any time within 30 days after the Series 2020 Project is completed and a resolution accepting the same has been adopted by the governing authority. The Developer will agree to waive such rights for the lots that it owns.
Assessment Methodology

The Methodology Consultant has prepared the Assessment Reports attached hereto as APPENDIX
B. The Assessment Reports set forth an overall method for allocating the Series 2020 Assessments to be levied against the lands within Assessment Area One benefited by the Series 2020 Project, and collected by the District as a result thereof.
ENFORCEMENT OF ASSESSMENT COLLECTIONS

General

The imposition, levy, and collection of Series 2020 Assessments (for purposes of this Section, "Special Assessments") must be done in compliance with the provisions of Florida law. Failure by the District, the County Tax Collector ("Tax Collector") or the County Property Appraiser ("Property Appraiser") to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Special Assessments during any year. Such delays in the collection of Special Assessments, or complete inability to collect the Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the Debt Service requirements on the Series 2020 Bonds. See "BONDOWNERS' RISKS" herein. To the extent that landowners fail to pay the 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 Series 2020 Bonds.

For the Special Assessments to be valid, the Special Assessments must meet two requirements: (1) the benefit from the Series 2020 Project to the lands subject to the Special Assessments must exceed or equal the amount of the Special Assessments, and (2) the Special Assessments must be fairly and reasonably allocated across all such benefitted properties. The Certificate of the Methodology Consultant to be provided at the time of issuance of the Series 2020 Bonds will certify that these requirements have been met

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with respect to the Special Assessments. In the event that the Special Assessments are levied based on the assumptions that future contributions will be made, or that future assessments may be levied to secure future bond issuances, the Special Assessments may need to be reallocated in the event such contributions are not made and/or future assessments and bonds are not levied and issued.

Pursuant to the Act and the Series 2020 Assessment Proceedings, the District may collect the Special Assessments through a variety of methods. See "BONDOWNERS' RISKS" herein. For undeveloped properties the District will directly issue annual bills to landowners requiring payment of the Special Assessments, and will enforce that bill through foreclosure proceedings. See "ASSESSMENT METHODOLOGY" herein and "APPENDIX B" hereto. For platted lands, the Special Assessments will be added to the County tax roll and collected pursuant to the Uniform Method of Collection provided by State law (the "Uniform Method"). The following is a description of certain statutory provisions relating to each of these collection methods. Such description is not intended to be exhaustive and is qualified in its entirety by reference to such statutes.
Direct Billing & Foreclosure Procedure

As noted above, and pursuant to Chapters 170 and 190 of the Florida Statutes, the District may directly levy, collect and enforce the Special Assessments. In this context, Section 170.10, Florida Statutes provides that upon the failure of any property owner to timely pay all or any part of its annual installment of principal and/or interest of a special assessment due, including the Special Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the special assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under Chapter 173, Florida Statutes, which relates to foreclosure of municipal tax and special assessment liens. Such proceedings are in rem. meaning that the action would be brought against the land, and not against the landowner. 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 mortgage rather than proceeding under Chapter 173, Florida Statutes.
Enforcement of the obligation to pay Special Assessments and the ability to foreclose the lien of such Special Assessments upon the failure to pay such Special Assessments may not be readily available or may be limited because enforcement is dependent upon judicial action which is often subject to discretion and delay. Additionally, there is no guarantee that there will be demand for any foreclosed lands sufficient to repay the Special Assessments. See "BONDOWNERS' RISKS" herein.
Uniform Method Procedure

Subject to certain conditions, and for developed lands (as described above), the District may alternatively elect to collect the Special Assessments using the Uniform Method. The Uniform Method is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Special Assessments to be levied and then collected in this manner.

If the Uniform Method is used, the Special Assessments will be collected together with County, school, special district, and other ad valorem taxes and non-ad valorem assessments (together, "Taxes and

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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 Taxes and 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 barred by operation of law. Such taxes and assessments - including the Special Assessments - are to be billed, and landowners in the District are required to pay, all Taxes and Assessments without preference in payment of any particular increment of the tax bill, such as the increment owing for the Special Assessments.

All Taxes and Assessments are payable at one time, except for partial payment schedules as may be provided by Florida law such as Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion 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. Therefore, in the event the Special Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item, would cause the 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 requirements on the Series 2020 Bonds.
Under the Uniform Method, if the 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 Taxes and 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 certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. Neither the District nor the Underwriter can give any assurance to the holders of the Series 2020 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 Special Assessments, (2) that future landowners and taxpayers in the District will pay such Special Assessments,
(3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (4) that the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Special Assessments and all other liens that are coequal therewith.

Collection of delinquent Special Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the District for payment of the Special Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus all applicable interest, costs and charges. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing, and any applicable interest, costs and charges, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%).

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

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interest, which is currently 18%. The Tax Collector does not collect any money if tax certificates are issued, or struck off, to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face amount thereof plus interest at the rate of not more than 18% per annum, costs and charges. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Special Assessments), interest, costs and charges on the real property described in the certificate.

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 (unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees), at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates 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 certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described above.

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 certificate during which to act against the land that is the subject of the tax certificate. 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 other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due (as well as any costs of resale, if applicable). If the County holds a tax certificate on property 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 or as soon thereafter as is reasonable. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.

In any such public sale conducted by the Clerk of the Circuit Court, 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 certificate, 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 all other costs to the applicant 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 property, 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. The holder is also responsible for payment of any amounts included in the bid not already paid, including but not limited to, documentary stamp tax, recording fees, and, if property is homestead property, the moneys to cover the one-half value of the homestead. 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, together with all subsequent unpaid taxes plus the costs and expenses of the application for deed, with interest on the total of such sums, 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 property (less service charges), lienholder of record, mortgagees of record,

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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. If the property is purchased for an amount in excess of the statutory bid of the certificate holder, but such excess is not sufficient to pay all governmental liens of record, the excess shall be paid to each governmental unit pro rata.

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 mortgages on property subject to a tax deed would be extinguished.

If there are no bidders at the public sale, the clerk shall enter the land on a list entitled "lands available for taxes" and shall immediately notify the County Commission that the property is available. At any time within ninety (90) days from the date the property is placed on the list, the County may purchase the land for the opening bid, or may waive its rights to purchase the property. Thereafter, and without further notice or advertising, any person, the County or any other 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 the property was offered for sale, unsold lands escheat to the County in which they are located, free and clear, 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.

There can be no guarantee that the Uniform Method will result in the payment of Special Assessments. For example, the demand for tax 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 Special Assessments, which are the primary source of payment of the Series 2020 Bonds. Additionally, legal proceedings under Federal bankruptcy law brought by or against a 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. See "BONDOWNERS' RISKS" herein.

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Sources:

Uses:

ESTIMATED SOURCES AND USES OF BOND PROCEEDS

Par Amount of Series 2020 Bonds	$
[Plus/Minus] [Net] [Bond Premium/Less Original Issue Discount] Total Sources

Deposit to Series 2020 Acquisition and Construction Account	$
Deposit to Series 2020 Reserve Account
Deposit to Series 2020 Costs of Issuance Account Deposit to Series 2020 Capitalized Interest Account* Underwriter's Discount
Total Uses

[Remainder of page intentionally left blank]

To be used to pay interest on the Series 2020 Bonds through November 1, 2020.

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DEBT SERVICE REQUIREMENTS

The following table sets forth the scheduled debt service on the Series 2020 Bonds:

Period Ending November 1

TOTAL

Principal	Interest

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Total Debt Service

BONDOWNERS' RISKS

There are certain risks inherent in an investment in bonds secured by special assessments issued by a public authority or governmental body in the State. Certain of such risks are associated with the Series 2020 Bonds offered hereby and are set forth below. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2020 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum, including all appendices hereto, in its entirety to identify investment considerations relating to the Series 2020 Bonds. Prospective investors in the Series 2020 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 2020 Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment.
Limited Pledge

The principal security for the payment of the principal of and interest on the Series 2020 Bonds is the timely collection of the Series 2020 Assessments. Recourse for the failure of any landowner to pay the Series 2020 Assessments, or otherwise fail to comply with its obligations, is limited to the collection proceedings against the land, which proceedings differ depending on whether the Series 2020 Assessments are being collected pursuant to the Uniform Method or directly by the District. The Series 2020 Assessments do not constitute a personal indebtedness of the landowners, but are secured only by a lien on the land in Assessment Area One. The District has not granted a mortgage or security interest on any land subject to the Series 2020 Assessments. Furthermore, the District has not pledged the revenues, if any, from the operation of any portion of the Series 2020 Project as security for, or a source of payment of, the Series 2020 Bonds. The Developer is not a guarantor of payment of any Series 2020 Assessments and the recourse for the Developer's failure to pay the Series 2020 Assessments on any land owned by the Developer in Assessment Area One, like any landowner, is limited to the collection proceedings against such land. Several mortgage lenders have in the past, raised legal challenges to the primacy of liens similar to those of the Series 2020 Assessments in relation to the liens of mortgages burdening the same real property. There can be no assurance that mortgage lenders will not challenge the priority of the lien status of the Series 2020 Assessments in the event that actions are taken to foreclose on any property in Assessment Area One.

Bankruptcy and Related Risks

The various legal opinions to be delivered concurrently with the delivery of the Series 2020 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. Under existing constitutional and statutory law and judicial decisions, in the event of the institution of bankruptcy or similar proceedings with respect to any landowner, including the Developer, if applicable, the remedies specified by federal, state and local law and in the Indenture and the Series 2020 Bonds, including, without limitation, enforcement of the obligation to pay the Series 2020 Assessments may not be readily available or may be limited. Bankruptcy can also affect the ability of (1) any landowner being able to pay the Series 2020 Assessments, (2) the Tax Collector being able to sell tax certificates related to land owned by a landowner in bankruptcy, to the extent the Uniform Method is being utilized for collecting the Series 2020 Assessments, and (3) the inability of the District to foreclose the lien of the Series 2020 Assessments not being collected by the Uniform Method. Any such adverse effect, either partially or fully, on the ability to enforce such remedies could have a material adverse effect on the District's ability to make the full or punctual payment of Debt Service on the Series 2020 Bonds.

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Delay and Discretion Regarding Remedies

The remedies available to the owners of the Series 2020 Bonds are in many respects dependent upon judicial actions which are often subject to discretion and delay. In addition to legal delays that could result from bankruptcy, the ability of the District to enforce collection of Delinquent Assessments will be dependent upon various factors, including the delay inherent in any judicial proceeding and the value of the land which is the subject of such proceedings and which may be subject to sale. In addition, if the District commences a foreclosure action against a landowner for nonpayment of Series 2020 Assessments, such landowner might raise affirmative defenses to such foreclosure action, which affirmative defenses could result in delays in completing the foreclosure action.
Limitation on Funds Available to Exercise Remedies

In the event of a default by a landowner in payment of Series 2020 Assessments, if the Series 2020 Assessments are not collected under the Uniform Method, the District is required under the Indenture to fund the costs of foreclosure. It is possible that the District will not have sufficient funds therefor and will be compelled to request the owners of the Series 2020 Bonds to allow funds on deposit under the Indenture to be used to pay such costs. Under the Code, there are limitations on the amount of Series 2020 Bond proceeds that can be used for such purposes. As a result, there may be insufficient funds for the exercise of remedies.
Determination of Land Value upon Default

To the extent that any portion of the Series 2020 Assessments are being collected by the Uniform Method, the ability of the Tax Collector to sell tax certificates, and to the extent that any portion of the Series 2020 Assessments are not being collected by the Uniform Method, the ability of the District to sell land upon foreclosure, both will be dependent upon various factors, including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder after two years. The determination of the benefits to be received by the benefitted land within the District as a result of implementation and development of the Series 2020 Project is not indicative of the realizable or market value of the land, which value may actually be higher or lower than the assessment of benefits. In other words, the value of the land could potentially be ultimately less than the debt secured by the Series 2020 Assessments associated with it. To the extent that the realizable or market value of the land is lower than the assessment of benefits, the ability of the Tax Collector to sell tax certificates relating to such land, or the District to sell such land upon foreclosure, may be adversely affected. Such adverse effect could render the District unable to collect Delinquent Assessments, if any, and could negatively impact the ability of the District to make the full or punctual payment of Debt Service on the Series 2020 Bonds.
Landowner Challenge of Assessed Valuation

Florida law provides a procedure whereby a taxpayer may contest a "tax assessment." It is unclear whether this procedure applies to non-ad valorem assessments such as the Series 2020 Assessments and there are judicial decisions that support both views. Under the procedure, a taxpayer may bring suit to contest a "tax assessment" if the taxpayer pays the amount of "tax" that the taxpayer admits to owing. Upon the making of such payment, all procedures for the collection of the unpaid taxes are suspended until the suit is resolved. If it is determined that the procedure applies to non-ad valorem assessments such as the Series 2020 Assessments, it is possible that such a challenge could result in collection procedures for

43

Delinquent Assessments being held in abeyance until the challenge is resolved. This would result in a delay in the collection of the Series 2020 Assessments which could have a material adverse effect upon the ability of the District to timely make full or punctual payment of Debt Service on the Series 2020 Bonds. If the Series 2020 Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold while the challenge is pending with respect to the Series 2020 Assessments even if the landowner is not contesting the amount of such special assessments.
Failure to Comply with Assessment Proceedings

The District is required to comply with statutory procedures in levying the Series 2020 Assessments. Failure of the District to follow these procedures could result in the Series 2020 Assessments not being levied or potential future challenges to such levy.
Other Taxes

The willingness and/or ability of a landowner within Assessment Area One to pay the Series 2020 Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of the District, such as a county, a school board, a municipality and other special districts, could, without the consent of the owners of the land within Assessment Area One, impose additional taxes or assessments on the property within Assessment Area One. County, municipal, school and special district taxes and assessments, including the Series 2020 Assessments, are payable at the same time when collected under the Uniform Method, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds. If a taxpayer does not make complete payment, he or she cannot designate specific line items on the tax bill as deemed paid in full. In such case, the Tax Collector does not accept partial payment. Therefore, any failure by a landowner to pay any one line item, whether or not it is the Series 2020 Assessments, would result in such landowner's assessments to not be collected, which could have a significant adverse impact on the District's ability to make full or punctual payment of Debt Service on the Series 2020 Bonds.

The District may also impose additional assessments which could encumber the property burdened by the Series 2020 Assessments. The District anticipates imposing operation and maintenance assessments encumbering the same property encumbered by the Series 2020 Assessments. In addition, lands within the District may also be subject to assessments by property and home owner associations.
Inadequacy of Reserve

Some of the risk factors described herein, if materialized, could result in a delay in the collection of the Series 2020 Assessments or a failure to collect the Series 2020 Assessments, but may not affect the timely payment of Debt Service on the Series 2020 Bonds because of the Series 2020 Reserve Account established by the District for the Series 2020 Bonds. However, the ability of the District to fund deficiencies caused by delinquent or delayed Series 2020 Assessments is dependent upon the amount, duration and frequency of such deficiencies or delays. If the District has difficulty in collecting the Series 2020 Assessments, the Series 2020 Reserve Account could be rapidly depleted and the ability of the District to pay Debt Service could be materially adversely affected. Owners should note that although the Indenture contains the Series 2020 Reserve Account Requirement for the Series 2020 Reserve Account, and a corresponding obligation on the part of the District to replenish the Series 2020 Reserve Account to the Series 2020 Reserve Account Requirement, the District does not have a designated revenue source for replenishing the Series 2020

44

Reserve Account. Moreover, the District will not be permitted to re-assess real property then burdened by the Series 2020 Assessments in order to provide for the replenishment of the Series 2020 Reserve Account.

Moneys on deposit in the Series 2020 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys available in the Series 2020 Reserve Account to make up deficiencies or delays in collection of Series 2020 Assessments.
Economic Conditions

The proposed Development may be affected by changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the landowners or the District. Although the Developer expects to continue to develop lots and sell lots to builders to build homes to sell to end users, there can be no assurance that such sales will occur or be realized in the manner currently anticipated.
Concentration of Land Ownership in Developer

Until further development and lot sales take place in Assessment Area One, payment of the Series 2020 Assessments is dependent upon their timely payment by the Developer. At closing of the sale of the Series 2020 Bonds it is expected that a majority of the lands within Assessment Area One will continue to be owned either directly or indirectly by the Developer. In the event of the institution of bankruptcy or similar proceedings with respect to the Developer or any other subsequent significant owner of property within the District, delays could most likely occur in the payment of Debt Service on the Series 2020 Bonds. Such bankruptcy could negatively impact the ability of: (i) the Developer or any other landowner being able to pay the Series 2020 Assessments; (ii) the Tax Collector to sell tax certificates in relation to such property with respect to the Series 2020 Assessments being collected pursuant to the Uniform Method; and
the District to foreclose the lien of any Series 2020 Assessments not being collected pursuant to the Uniform Method. The Uniform Method will not be used with respect to any assessable lands that are not platted, in an Event of Default, a majority of the owners of the Series 2020 Bonds Outstanding directs the District to use the Uniform Method.
Undeveloped Land

A portion of the acreage in Assessment Area One and encumbered by the Series 2020 Assessments is undeveloped. The ultimate successful development of the acreage in Assessment Area One depends on several factors discussed herein. There is no assurance that the Developer and other landowners will be successful in developing part or all of the undeveloped acreage.
Change in Development Plans

The Developer has the right to modify or change plans for development of property within Assessment Area One and 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.

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Bulk Sale of Land in Assessment Area One

The Developer may make bulk sales of all or a portion of the lands owned by it within Assessment Area One at any time. Bulk sale agreements may be canceled or amended, without the consent of the District or any other party. Such changes could affect the purchase price of, delivery timing and/or development of lots within the District that is otherwise described herein.
Completion of Series 2020 Proj ect

The Series 2020 Bond proceeds will not be sufficient to finance the completion of the CIP. The portions of the CIP not funded with proceeds of the Series 2020 Bonds have been, and are expected to continue to be, funded with contributions from the Developer. There is no assurance that the Developer will be able to pay for the cost of any of these improvements. Upon issuance of the Series 2020 Bonds, the Developer will enter into the Completion Agreement with respect to any portions of the Finley Woods Project - Phase 1 not funded with the proceeds of the Series 2020 Bonds. See "THE DEVELOPMENT - Land Acquisition/Development Financing" and "SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2020 BONDS - Completion Agreement" herein.
Upon issuance of the Series 2020 Bonds, the Developer will also execute and deliver to the District the Assignment Agreement, 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, all of its development rights relating to the Finley Woods Project - Phase 1 as security for Developer's payment and performance and discharge of its obligation to pay the Series 2020 Assessments. However, there can be no assurance, that the District will have sufficient moneys on hand to complete the Finley Woods Project - Phase 1 or the CIP or that the District will be able to raise through the issuance of bonds, or otherwise, the moneys necessary to complete the Finley Woods Project - Phase 1 or CIP. Pursuant to the Indenture, the District will covenant not to issue any other Bonds or other debt obligations secured by Special Assessments levied against Assessment Area One within the District to finance any capital project until the Series 2020 Assessments are Substantially Absorbed. Such covenant shall not prohibit the District from issuing refunding bonds or other Bonds secured by other special assessments to finance any other capital project that is necessary, as determined by the District, for health, safety, or welfare reasons or to remediate any natural disaster, catastrophic damage or failure with respect to the Series 2020 Project. Undeveloped or partially developed land is inherently less valuable than developed land and provides less security to the owners of the Series 2020 Bonds should it be necessary to institute proceedings due to the nonpayment of the Series 2020 Assessments. Failure to complete or substantial delays in the completion of the Finley Woods Project - Phase 1 or the CIP due to litigation or other causes may reduce the value of the lands in the District and increase the length of time during which Series 2020 Assessments will be payable from undeveloped property and may affect the willingness and ability of the landowners to pay the Series 2020 Assessments when due and likewise the ability of the District to make full or punctual payment of Debt Service on the Series 2020 Bonds.
Regulatory and Environmental Risks

The Development is subject to comprehensive federal, state and local regulations and future changes to such regulations. Approval is required from various public agencies in connection with, 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

46

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.

The value of the land within the District, the ability to complete the Finley Woods Project - Phase 1 or CIP, or to develop the Development and the likelihood of timely payment of Debt Service on the Series 2020 Bonds could be affected by environmental factors with respect to the lands in the District, such as contamination by hazardous materials. 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 property, and what effect such may have on the development of the District lands. The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District.
District May Not be Able to Obtain Permits

In connection with a foreclosure of the lien of the assessments prior to completion of the development, the Circuit Court in and for Lake County, Florida concluded that a community development district had no right, title or interest in any permits and approvals owned by the owner of the parcels so foreclosed. As discussed above, the District and the Developer will enter into the Assignment Agreement upon issuance of the Series 2020 Bonds in which the Developer collaterally assigns to the District all of Developer's development rights and contract rights relating to the Finley Woods Project - Phase 1. Notwithstanding the foregoing, in the event that the District forecloses on the property subject to the lien of the Series 2020 Assessments, to enforce payment thereof, the District may not have the right, title or interest in the permits and approvals owned by the Developer and failure to obtain any such permits or approvals in a timely manner could delay or adversely affect the completion of the Development.
Damage to District from Natural Disasters

The value of the lands subject to the Series 2020 Assessments could be adversely affected by flooding or wind damage caused by hurricanes, tropical storms, 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 support the development and construction of the Finley Woods Project - Phase 1 or the CIP. The occurrence of any such events could materially adversely affect the District's ability to collect Series 2020 Assessments and pay Debt Service on the Series 2020 Bonds. The Series 2020 Bonds are not insured and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.
Limited Secondary Market

The Series 2020 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2020 Bonds in the event an owner thereof determines to solicit purchasers of the Series 2020 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2020 Bonds may be sold. Such price may be lower than that paid by the current owner of the Series 2020 Bonds, depending on the progress of the Development, existing market conditions and other factors.

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Interest Rate Risk; No Rate Adjustment for Taxability

The interest rate borne by the Series 2020 Bonds is, in general, higher than interest rates borne by other bonds of political subdivisions that do not involve the same degree of risk as investment in the Series 2020 Bonds. These higher interest rates are intended to compensate investors in the Series 2020 Bonds for the risk inherent in the purchase of the Series 2020 Bonds. However, such higher interest rates, in and of themselves, increase the amount of Series 2020 Assessments that the District must levy in order to provide for payment of Debt Service on the Series 2020 Bonds, and, in turn, may increase the burden of landowners within the District, thereby possibly increasing the likelihood of non-payment or delinquency in payment of such Series 2020 Assessments.

The Indenture does not contain an adjustment of the interest rate on the Series 2020 Bonds in the event of a determination of taxability of the interest thereon. Such a change could occur as a result of the District's failure to comply with tax covenants contained in the Indenture or the tax certificate signed by the District upon issuance of the Series 2020 Bonds or due to a change in the United States income tax laws. Should interest on the Series 2020 Bonds become includable in gross income for federal income tax purposes, owners of the Series 2020 Bonds will be required to pay income taxes on the interest received on such Series 2020 Bonds and related penalties. Because the interest rate on such Series 2020 Bonds will not be adequate to compensate owners of the Series 2020 Bonds for the income taxes due on such interest, the value of the Series 2020 Bonds may decline. Prospective purchasers of the Series 2020 Bonds should evaluate whether they can own the Series 2020 Bonds in the event that the interest on the Series 2020 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.
IRS Audit and Examination Risk

The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts. There is no assurance that an audit by the IRS of the Series 2020 Bonds will not be commenced. Owners of the Series 2020 Bonds are advised that, if the IRS does audit the Series 2020 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 Series 2020 Bonds may have limited rights to participate in such procedure.* The commencement of such an audit could adversely affect the market value and liquidity of the Series 2020 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2020 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. An adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2020 Bonds may adversely impact any secondary market for the Series 2020 Bonds, and, if a secondary market exists, will likely adversely impact the price for which the Series 2020 Bonds may be sold.

It has been reported that the IRS has recently 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 five years of the issuance of tax-exempt bonds 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

Owners of the Series 2020 Bonds are advised to consult with their own tax advisors regarding their rights (if any) with respect to such audit.

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development district or the time at which there are at least 250 qualified electors in the district. The District was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. Currently, all of the members of the Board of the District were elected by the Developer, and none were elected by qualified electors. There can be no assurance that an audit by the IRS of the Series 2020 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.

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 2020 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2020 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 2020 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the Series 2020 Bonds. In addition, the IRS may, in the future, issue rulings that have the effect of changing the interpretation of existing tax laws. For example, in connection with federal deficit reduction, job creation and tax law reform efforts, proposals have been made and others are likely to be made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Series 2020 Bonds. There can be no assurance that any such legislation or proposal will be enacted, and if enacted, what form it may take. The introduction or enactment of any such legislative proposals may affect, perhaps significantly, the market price for or marketability of the Series 2020 Bonds.
Florida Village Center COD TAM
In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this paragraph, the "Audited Bonds") issued by Village Center Community Development District (the "Village Center COD"). During the course of the audit of the Audited Bonds, Village Center COD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM") concluding that Village Center COD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center COD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the further 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 COD received a second TAM dated June 1 7, 2015, which granted relief to Village Center COD 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 COD) was closed on July 14, 2016, without the IRS making a final determination 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 COD with respect to this second set of Audited Bonds noted that the Agency found that the Village Center COD 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-exemption. Although the TAMs and the letters to the Village Center COD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center COD in connection with the Audited Bonds, they reflect

49

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 COD.
Legislative Proposals and State Tax Reform
It is impossible to predict what new proposals may be presented regarding ad valorem tax reform 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 of the State of Florida, and, if adopted, the form thereof. It is impossible to predict with certainty the impact that any pending or future legislation will or may have on the security for the Series 2020 Bonds.
Loss of Exemption from Securities Registration
Since the Series 2020 Bonds have not been, and will not be, registered under the Securities Act, or any state securities laws, because of the exemption for political subdivisions regardless of any potential IRS determination that the District is not a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could independently determine that the District is not a political subdivision for purposes of the federal and state securities laws. Accordingly, the District and purchasers of the Series 2020 Bonds may not be able to rely on the exemption from registration relating to securities issued by political subdivisions. In that event, the owners of the Series 2020 Bonds would need to ensure that subsequent transfers of the Series 2020 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act.
Performance of District Professionals
The District has represented to the Underwriter that it has selected its District Manager, District Counsel, District Engineer, Methodology Consultant, Trustee and other professionals with the appropriate due diligence and care. While the foregoing professionals have each represented that they have the respective requisite experience to accurately and timely perform the duties assigned to them in such roles, the District does not guarantee the performance of such professionals.
Mortgage Default and FDIC
In the event a bank forecloses on a property in Assessment Area One because of a default on a mortgage with respect thereto 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 2020 Assessments. In addition, the District would be required to obtain the consent of the FDIC prior to commencing a foreclosure action on such property for failure to pay Series 2020 Assessments.
The risks described under this "BONDOWNERS' RISKS" section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2020 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety, and to ask questions of representatives of the District to obtain a more complete description of investment considerations relating to the Series 2020 Bonds.

so

TAX MATTERS
Opinion of Bond Counsel

In the opinion of Bond Counsel, the form of which is included as APPENDIX D hereto, the interest on the Series 2020 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax under existing statutes, regulations, rulings and court decisions. Failure by the District to comply subsequently to the issuance of the Series 2020 Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to requirements regarding the use, expenditure and investment of Series 2020 Bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2020 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issuance. The District has covenanted to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the Series 2020 Bonds for purposes of federal income taxation. In rendering its opinion, Bond Counsel has assumed continuing compliance with such covenants.
Internal Revenue Code of 1986

The Code contains a number of provisions that apply to the Series 2020 Bonds, including, among other things, restrictions relating to the use or investment of the proceeds of the Series 2020 Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2020 Bonds to the Treasury of the United States. Noncompliance with such provisions may result in interest on the Series 2020 Bonds being included in gross income for federal income tax purposes retroactive to their date of issuance.
Collateral Tax Consequences

Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2020 Bonds. Prospective purchasers of the Series 2020 Bonds should be aware that the ownership of the Series 2020 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series 2020 Bonds may result in collateral tax consequences to various types of corporations relating to (1) denial of interest deduction to purchase or carry such Series 2020 Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the Series 2020 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2020 Bonds may be included in gross income by recipients of certain Social Security and Railroad Retirement benefits.

PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2020 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE SERIES 2020 BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.
Florida Taxes

In the opinion of Bond Counsel, the Series 2020 Bonds and interest thereon are exempt from taxation under the laws of the State, except as to estate taxes and taxes imposed by Chapter 220, Florida

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Statutes, on interest, income or profits on debt obligations owned by corporations, as defined in said Chapter 220.
Other Tax Matters

Interest on the Series 2020 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2020 Bonds should consult their tax advisors as to the income tax status of interest on the Series 2020 Bonds in their particular state or local jurisdictions.

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 2020 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2020 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 2020 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 2020 Bonds.

On February 23, 2016, the Internal Revenue Service issued a notice of proposed rulemaking (the "Proposed Regulations") and notice of public hearing containing proposed regulations that provided guidance regarding the definition of political subdivision for purposes of the rules for tax-exempt bonds, including determinations of entities that are valid issuers of tax-exempt bonds. On October 4, 2017, the Treasury Department ("Treasury") announced that it would 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 currently 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." The Proposed Regulations were officially withdrawn on October 20, 2017. See also "BONDOWNERS' RISKS" herein.
Original Issue Discount

Certain of the Series 2020 Bonds (the "Discount Bonds") may be offered and sold to the public at an original issue discount, which is the excess of the principal amount of the Discount Bonds over the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of the Discount Bonds of the same maturity was sold. Original issue discount represents interest which is excluded from gross income for federal income tax purposes to the same extent as interest on the Series 2020 Bonds. Original issue discount will accrue over the term of a Discount Bond at a constant interest rate compounded semi­ annually. A purchaser who acquires a Discount Bond at the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period such purchaser holds such Discount Bond and will increase its adjusted basis in such Discount Bond by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bond. The federal income tax consequences of the purchase, ownership and prepayment, sale or other disposition of Discount Bonds which are not purchased in the initial offering at the initial offering price may be

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determined according to rules which differ from those above. Owners of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, prepayment or other disposition of such Discount Bonds and with respect to the state and local tax consequences of owning and disposing of such Discount Bonds.
Bond Premium

Certain of the Series 2020 Bonds (the "Premium Bonds") may be offered and sold to the public at a price in excess of the principal amount of such Premium Bond, which excess constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for Federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of the Premium Bonds which term ends on the earlier of the maturity or call date for each Premium Bond which minimizes the yield on said Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at the initial offering price is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. The federal income tax consequences of the purchase, ownership and sale or other disposition of Premium Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Owners of the Premium Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Premium Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS

Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act") 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. The District was established in August 2019 and has issued no bonds prior to the issuance of the Series 2020 Bonds.
NO RATING OR CREDIT ENHANCEMENT

The Series 2020 Bonds are neither rated nor credit enhanced. No application for a rating or credit enhancement with respect to the Series 2020 Bonds was made.
VALIDATION

The Bonds issued pursuant to the terms of the Master Indenture, which includes the Series 2020 Bonds, were validated by a Final Judgment of the Circuit Court in and for Alachua County, Florida, entered November 19, 2019. The appeal period from such final judgment has expired with no appeal having been filed.

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LITIGATION

The District

There is no pending or, to the knowledge of the District, any threatened litigation against the District of any nature whatsoever which in any way questions or affects the validity of the Series 2020 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the execution of the Indenture. Neither the creation, organization or existence, nor the title of the present members of the Board or the District Manager is being contested.

From time to time, the District expects to experience routine litigation and claims incidental to the conduct of its affairs. In connection with the issuance and sale of the Series 2020 Bonds, District Counsel will represent to the District and the Underwriter that there are no actions presently pending or to the knowledge of the District threatened against the District, the adverse outcome of which could reasonably be expected to have a material adverse effect on the availability of the Series 2020 Trust Estate, or the ability of the District to pay the Series 2020 Bonds from the Series 2020 Trust Estate.
The Developer

In connection with the issuance of the Series 2020 Bonds, the Developer will represent 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 to have a material and adverse effect upon the ability of the Developer to complete the Development as described herein, materially and adversely affect the ability of the Developer to pay the Series 2020 Assessments imposed against the land within the District owned by the Developer or materially and adversely affect the ability of the Developer to perform its various obligations described in this Limited Offering Memorandum.
CONTINUING DISCLOSURE

In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "SEC Rule"), the District, the Developer and PFM Group Consulting, LLC, as dissemination agent (the "Dissemination Agent") will enter into a Continuing Disclosure Agreement (the "Disclosure Agreement"), the form of which is attached hereto as APPENDIX E. Pursuant to the Disclosure Agreement, the District has covenanted for the benefit of the Beneficial Owners to provide to the Dissemination Agent certain financial information and operating data relating to the District and the Series 2020 Bonds in each year (the "District Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant by the District shall only apply so long as the Series 2020 Bonds remain outstanding under the Indenture.

Pursuant to the Disclosure Agreement, the Developer has covenanted for the benefit of the Beneficial Owners to provide to the District and the Dissemination Agent certain financial information and operating data relating to the Developer and the Development in each year (the "Developer Report"). Such covenant by the Developer will apply only until the earlier to occur of (x) the payment and redemption of the Series 2020 Bonds, or (y) the date on which the Developer owns less than twenty (20) percent of the real property encumbered by the Series 2020 Assessments that secure the Series 2020 Bonds; provided, however, that the Developer has covenanted and agreed with the District that such covenant will run with the land to the extent that any successor in interest which holds the land for development shall assume the continuing disclosure obligations of the Developer.

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The District Annual Report and the Developer Report (together, the "Reports") will each be filed by the Dissemination Agent with the Municipal Security Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the Disclosure Agreement attached hereto as APPENDIX E. The notices of material events will also be filed by the Dissemination Agent with EMMA. The specific nature of the information to be contained in the Reports and the notices of material events are described in APPENDIX E. The Disclosure Agreement will be executed by the District, the Developer and the Dissemination Agent at the time of issuance of the Series 2020 Bonds. The foregoing covenants have been made in order to assist the Underwriter in complying with the SEC Rule.

With respect to the Series 2020 Bonds, no parties other than the District and the Developer are obligated to provide, nor are expected to provide, any continuing disclosure information with respect to the SEC Rule.
UNDERWRITING

The Underwriter will agree, pursuant to a contract to be entered into with the District, subject to certain conditions, to purchase the Series 2020 Bonds from the District at a purchase price of $ 	
(which is the par amount of the Series 2020 Bonds, less an Underwriter's discount of $_	 	   ).  See
"ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein. The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all the Series 2020 Bonds if any are purchased.

The Underwriter intends to offer the Series 2020 Bonds to accredited investors at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Underwriter may offer and sell the Series 2020 Bonds to certain dealers (including dealers depositing the Series 2020 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter.
LEGAL MATTERS

The Series 2020 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and the receipt of the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, as to the validity of the Series 2020 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams, P.A., Tallahassee, Florida, for the Developer by its counsel, Scruggs, Carmichael & Wershow, P.A., Gainesville, Florida, for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida and for the Underwriter by its counsel, Bryant Miller Olive P.A., Orlando, Florida.
AGREEMENT BY THE STATE

Under the Act, the State pledges to the holders of any bonds issued thereunder, including the Series 2020 Bonds, that it will not limit or alter the rights of the issuer of such bonds to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects 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 terms 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.

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NO FINANCIAL STATEMENTS

The District was established pursuant to the Ordinance in August 2019. Since its establishment, the District has not met the financial thresholds that would require it to prepare and file audited financial statements. Therefore, no financial statements for the District are available at this time. The District has covenanted in the Disclosure Agreement, a form of which is attached as APPENDIX E hereto, to provide its annual audited financial statements to EMMA as described in APPENDIX E.
EXPERTS AND CONSULTANTS

The references herein to the District Engineer have been approved by said firm. The Engineer's Reports prepared by such firm relating to the CIP and the Finley Woods Project - Phase 1 (of which the Series 2020 Project is a part), have been included as APPENDIX A attached hereto in reliance upon such firm as an expert in engineering. References to and excerpts herein from such Engineer's Reports do not purport to be adequate summaries of such CIP and Finley Woods Project - Phase 1 or complete in all respects. Such Engineer's Reports are an integral part of this Limited Offering Memorandum and should be read in their entirety for complete information with respect to the subjects discussed therein.

The references herein to the Methodology Consultant have been approved by said firm. The Assessment Reports prepared by such firm relating to the issuance of the Series 2020 Bonds have been included as APPENDIX B attached hereto in reliance upon such firm as an expert in developing assessment methodologies. References to and excerpts herein from such reports do not purport to be adequate summaries of such reports or complete in all respects. Such reports are an integral part of this Limited Offering Memorandum and should be read in their entirety for complete information with respect to the subjects discussed therein.
CONTINGENT AND OTHER FEES

The District has retained Bond Counsel, District's Counsel, 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 2020 Bonds. Payment of the fees of such professionals, except for the payment of fees to District Counsel and the Methodology Consultant, are each contingent upon the issuance of the Series 2020 Bonds.
MISCELLANEOUS

Any statements made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Limited Offering Memorandum nor any statement that may have been made verbally or in writing is to be construed as a contract with the Owners of the Series 2020 Bonds.

The information contained in this Limited Offering Memorandum has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of the date of the Limited Offering Memorandum, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter. The Underwriter listed on the cover page hereof has reviewed the information in this Limited Offering Memorandum in accordance with and as part of its responsibility 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

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and expressions of opinion stated herein are subject to change, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof.

The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the District from the date hereof. However, certain parties to the transaction, including the District, will, on the closing date of the Series 2020 Bonds, deliver certificates to the effect that nothing has come to their attention that would lead them to believe that applicable portions of the Limited Offering Memorandum contain an untrue statement of a material fact or omit to state a material fact that should be included herein for the purpose for which the Limited Offering Memorandum is intended to be used, or that is necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading and to the effect that from the date of the Limited Offering Memorandum to the date of closing of the Series 2020 Bonds that there has been no material adverse change in the information provided.
This Limited Offering Memorandum is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. The appendices hereof are integral parts of this Limited Offering Memorandum and must be read in their entirety together with all of the foregoing statements.
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

By:	­
Its: Chair

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APPENDIX A

ENGINEER'S REPORTS

APPENDIX B ASSESSMENT REPORTS

APPENDIX C

FORMS OF MASTER INDENTURE AND FIRST SUPPLEMENTAL INDENTURE

APPENDIX D

FORM OF OPINION OF BOND COUNSEL

APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT

Finley Woods Community Development District

Continuing Disclosure Agreement

CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (the "Disclosure Agreement") dated February ___J 2020, is executed and delivered by the Finley Woods Community Development District (the "Issuer"), Finley Woods Development, LLC (the "Developer") and PFM Group Consulting, LLC, as Dissemination Agent (the "Dissemination Agent") in connection with the issuance by the Issuer of its $ 	_ aggregate principal amount of Capital Improvement Revenue Bonds, Series 2020 (the "Series 2020 Bonds"). The Series 2020 Bonds are being issued pursuant to a Master Trust Indenture dated as of February 1, 2020 (the "Master Indenture") by and between the Issuer and U.S. Bank National Association, as trustee (the "Trustee"), as amended and supplemented from time to time, and as particularly supplemented by a First Supplemental Trust Indenture by and between the District and the Trustee and dated as of February 1, 2020 (the "First Supplemental Indenture," and, together with the Master Indenture, the "Indenture"). The Issuer, the Developer and the Dissemination Agent covenant and agree as follows:
Purpose of the 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 of the Series 2020 Bonds and to assist the Participating Underwriter in complying with the continuing disclosure requirements of Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended from time to time (the "Rule").
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 Indenture or any applicable law.
Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined herein, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Assessments" shall mean the non-ad valorem special assessments pledged to the payment of the Series 2020 Bonds pursuant to the Indenture.
"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 Series 2020 Bonds (including persons holding Series 2020 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2020 Bonds for federal income tax purposes.

"Business Day" means any day other than a Saturday, Sunday or a day on which the Trustee is required, or authorized or not prohibited by law (including executive orders), to close and is closed, or on any day on which the New York Stock Exchange is closed.
"Developer" shall mean Finley Woods Development, LLC.
"Developer Report" shall mean any Developer Report provided by the Developer, its successors or assigns, pursuant to, and as described in, Sections 5 and 6 of this Disclosure Agreement.
"Development" shall have the meaning ascribed thereto in the Limited Offering Memorandum.
"Dissemination Agent" shall mean, initially, PFM Group Consulting, LLC, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer and Trustee a written acceptance of such designation.
"District Manager" shall mean PFM Group Consulting, LLC, or a successor District Manager.
"Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an 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 Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court  or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person.
"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.

"Issuer Disclosure Representative" shall mean the District Manager of the Issuer or his/her/its designee, or such other officer or employee as the Issuer shall designate in writing to the Trustee and the Dissemination Agent from time to time.
"Limited Offering Memorandum" shall mean the final offering document relating to the Series 2020 Bonds.
"Listed Events" shall mean any of the events listed in Section 7(a) of this Disclosure Agreement.

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"Obligated Person" shall mean any person, including the Issuer and the Developer, and its successors and assigns, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all or part (twenty percent (20%) or more) of the obligations on the Series 2020 Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities).
"Participating Underwriter" shall mean the original underwriter of the Series 2020 Bonds required to comply with the Rule in connection with offering of the Series 2020 Bonds.
"Repository" shall mean each entity authorized and approved by the SEC from time to time to act as a repository for purposes of complying with the Rule. The Repositories currently approved by the SEC may be found by visiting the SEC's website at "http://www.sec.gov/info/municipal/nrmsir.htm." As of the  date hereof, the Repository recognized by the SEC for such purpose is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure submissions through its Electronic Municipal Market Access ("EMMA") web portal at "http://emma.msrb.org."
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time.
"State" shall mean the State of Florida.
Provision of Annual Reports.

The Issuer shall, or shall cause the Dissemination Agent to, by April 1 of the calendar year following the end of each Fiscal Year of the Issuer (the "Annual Filing Date"), beginning [April 1, 2021) with respect to the report for the 2020 Fiscal Year, provide to any Repository in electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above, but in no event later than the date required to be filed with the State of Florida pursuant to applicable State law (currently within nine (9) months of the end of the Issuer's Fiscal Year), for the filing of the Annual Report if they are not available by that date. 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 7(a).
If on the fifteenth (15th) day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a) above. Upon such reminder, the Issuer Disclosure Representative, shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report in accordance

3

with Section 3(a) above, or (ii) instruct the Dissemination Agent in writing that the Issuer, will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 7(a)(17) has occurred and to immediately send a notice to any Repository in electronic format as required by such Repository in substantially the form attached as Exhibit A hereto.
The Dissemination Agent shall:
determine each year prior to the date for providing the Annual Report the name, address and filing requirements of any Repository; and
within five (5) Business Days of filing the Annual Report, file a notice with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing any Repository to which it was provided.
Content of Issuer's Annual R port.
The Issuer's Annual Report shall contain or incorporate by reference the following, which includes an update of the financial and operating data of the Issuer to the extent presented in the Limited Offering Memorandum. All information in the Annual Report shall be presented for the immediately preceding Fiscal Year and, to the extent available, the current Fiscal Year:

The amount of Assessments levied.
The amount of Assessments collected from property owners.

If available, the amount of delinquencies greater than 150 days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of Assessments due in any year, a list of delinquent property owners with respect to Assessments billed and collected directly by the Issuer and with respect to Assessments collected by the County Tax Collector, unless such information is not available from the County Tax Collector.
The amount of tax certificates sold, if any, and the balance, if any, remaining for sale.
All fund balances in all Funds and Accounts for the Series 2020 Bonds. Upon request, the Issuer shall provide any Beneficial Owners and the Dissemination Agent with this information more frequently than annually and, in such case, shall provide such information within thirty (30) days of the written request of the Beneficial Owners.

4

Bonds.

The total amount of Series 2020 Bonds Outstanding.
The amount of principal and interest due on the Series 2020

The most recent audited financial statements of the Issuer which

shall be prepared in accordance with governmental accounting standards promulgated by the Government Accounting Standards Board.
Any amendment or waiver of the provisions hereof as described in Section 11 hereof.
To the extent any of the items set forth in subsections (i) through (vii) above are included in the audited financial statements referred to in subsection (viii) above, they do not have to be separately set forth.
The Issuer represents and warrants that it will supply, in a timely fashion, any information available to the Issuer and 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 Issuer acknowledges and agrees that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer 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 or others as thereafter disseminated by the Dissemination Agent.
The information provided under this Section 4 may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on EMMA (or any successor Repository's website) or filed with the SEC. The Issuer shall clearly identify each such other document so incorporated by reference.
The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the  format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule.
Provision of Developer Report.
The Developer shall, or shall cause the Dissemination Agent to, for the quarter ending: (i) March 31, each May l; (ii) June 30, each August 1; (iii) September 30, each November 1; and (iv) December 31, each February 1 of the following year (the "Quarterly Filing Date"), beginning with the quarter ending [June 30, 2020], provide to any Repository in electronic format as prescribed by such Repository a Developer Report which is consistent with the requirements of Section 6(b) of this Disclosure Agreement.

5

If on the fifteenth (15th) day prior to each Quarterly Filing Date the Dissemination Agent has not received a copy of the Developer Report due on such Quarterly Filing Date, the Dissemination Agent shall contact the Developer by telephone and in writing (which may be by e-mail) to remind the Developer of its undertaking to provide the Developer Report pursuant to this Section 5. Upon such reminder, the Developer shall either (i) provide the Dissemination Agent with an electronic copy of the Developer Report in accordance with Section 5(a) above, or (ii) instruct the Dissemination Agent in writing that the Developer will not be able to file the Developer Report within the time required under this Disclosure Agreement and state the date by which such Developer Report will be provided.
If the Dissemination Agent has not received a Developer Report that contains the information in Section 6(b) of this Disclosure Agreement by 12:00 noon on the first Business Day following each Quarterly Filing Date, a Listed Event described in Section 7(a)(17) shall have occurred and the Issuer and the Developer hereby direct the Dissemination Agent to send a notice to each Repository in substantially the form attached as Exhibit A hereto, with a copy to the Issuer. The Dissemination Agent shall file such notice no later than ten (10) days following the applicable Quarterly Filing Date.
The Dissemination Agent shall:

determine prior to each Quarterly Filing Date the name and address of each Repository; and
promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Developer and the Issuer stating that the Developer Report has been provided pursuant to this Disclosure Agreement and stating the date(s) it was provided.
Content of Developer Report.

The Developer, so long as it is an Obligated Person for purposes of this
Disclosure Agreement, shall file, or cause to be filed by the Dissemination Agent, a Developer Report no later than the Quarterly Filing Date. At such time as the Developer is no longer an Obligated Person, Developer will no longer be obligated to prepare any quarterly Developer Report pursuant to this Disclosure Agreement; provided, however, if the Developer was an Obligated Person at any time during a quarter, the Developer shall report for the remainder of that quarter indicating in such report the date that the Developer ceased being an Obligated Person.

Each quarterly Developer Report shall contain the following information:

An update of the product mix table included in subsection "THE DEVELOPMENT - Product Type/Phasing";

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An update of the table in the subsection "Projected Absorption" under the caption "THE DEVELOPMENT";
A description of the infrastructure improvements and recreational amenities needed for the Development that have been completed and that are currently under construction, including infrastructure financed by the Series 2020 Bonds;
The percentage of the infrastructure financed by the Series 2020 Bonds that has been completed;
The number of assessable units planned on property subject to the Assessments;
The number of assessable units closed with retail end users;
The number of assessable units under contract with retail end
users;
The number of lots under contract with builders, together with the
name of each builder;

The number of lots closed with builders, together with the name of each builder;
The estimated date of complete build-out of assessable units;
Whether the Developer has made any bulk sale of the land subject to the Assessments other than as contemplated by the Limited Offering Memorandum;
The status of development approvals for the Development;
Materially adverse changes or determinations to permits/approvals/entitlements for the Development which necessitate changes to the Developer's land-use or other plans for the Development;
Updated plan of finance (i.e., change in status of any credit enhancement, issuance of additional bonds to complete project, draw on credit line of Developer, additional mortgage debt, etc.); and
Any event that would have a material adverse impact on the implementation of the Development as described in the  Limited Offering Memorandum or on the Developer's ability to undertake the Development as described in the Limited Offering Memorandum.

7

Any of the items listed in subsection (b) above may be incorporated by reference from other documents which have been submitted to each of the Repository or the SEC. The Developer shall clearly identify each such other document so incorporated by reference.

If the Developer sells, assigns or otherwise transfers ownership of real property in the Development to a third party, which will in tum be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Developer hereby agrees to require such third party to comply with the disclosure obligations of the Developer hereunder for so long as such third party is an Obligated Person hereunder, to the same extent as if such third party were a party to this Disclosure Agreement. The Developer involved in such Transfer shall promptly notify the Issuer and the Dissemination Agent in writing of the Transfer. For purposes of Sections 5, 6, 7 and 9 hereof, the term "Developer" shall be deemed to include the Developer and any third party that becomes an Obligated Person hereunder as a result of a Transfer. In the event that the Developer remains an Obligated Person hereunder following any Transfer, nothing herein shall be construed to relieve the Developer from its obligations hereunder.
Reportingof Significant Events.
Pursuant to the provisions of this Section 7, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2020 Bonds and the Developer shall give, or cause to be given, notice of the occurrence of numbers 12, 13, 15, 16, and 17 of the following events as they pertain to the Developer (and the Issuer shall not be responsible therefor), to the Dissemination Agent in writing in sufficient time 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 the occurrence of the event, with the exception of the event described in number 17 below, which notice shall be given in a timely manner:

principal and interest payment delinquencies;
non-payment related defaults, if material;

unscheduled	draws   on  debt  service	reserves reflecting financial difficulties;
unscheduled draws on credit enhancements reflecting financial difficulties;
substitution of credit or liquidity providers, or their failure to perform;

adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with

8

respect to the tax status of the Series 2020 Bonds, or other material events affecting the tax status of the Series 2020 Bonds;
modifications to rights of the holders of the Series 2020 Bonds, if material;

bond calls, if material, and tender offers;
defeasances;

release, substitution, or sale of property securing repayment of the Series 2020 Bonds, if material (sale of individual lots by developers or homeowners to end users shall not be material for purposes of this Disclosure Agreement);
ratings changes;

an Event of Bankruptcy or similar event of an Obligated Person;
the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
appointment of a successor or additional trustee or the change of name of a trustee, if material;
incurrence of a financial obligation (as defined by the Rule) of the issuer or obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the issuer or obligated person, any of which affect security holders, if material;
default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the financial obligation of the issuer or obligated person, any of which reflect financial difficulties.
notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof or of the Developer to meet the requirements of Section 5 hereof; and
the termination of the Issuer's obligations under this Disclosure Agreement prior to the final maturity of the Series 2020 Bonds, pursuant to Section 9 hereof.

9

The notice required to be given in paragraph 7(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository.
Identifying Information. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Agreement to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but shall not be limited to:
the category of information being provided;

the period covered by any annual financial information, financial statement or other financial information or operation data;
the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate);
the name of any Obligated Person other than the Issuer;

the name and date of the document being submitted; and

contact information for the submitter.
Termina tion of Disclosure Agreement. The Issuer's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2020 Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. The Developer's obligations shall terminate at such time as the Developer is no longer an Obligated Person. If any such termination occurs prior to the final maturity of the Series 2020 Bonds, the Issuer and/or the Developer shall give notice of such termination in the same manner as for a Listed Event under Section 7.
Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent shall be PFM Group Consulting, LLC. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement.
Amendment. Notwithstanding any other provision of this Disclosure Agreement, the Issuer, the Developer and the Dissemination Agent (if the Dissemination Agent is not the Issuer) may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:

10

The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer and/or the Developer, or the type of business conducted;
The undertaking, as amended, would have complied with the requirements of the Rule at the time of the primary offering of the Series 2020 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
The amendment does not materially impair the interests of the holders, as determined either (i) by parties unaffiliated with the Issuer (such as the trustee or Bond Counsel), or (ii) by the approving vote of bondholders pursuant to the terms of the Indenture at the time of the amendment.
Notwithstanding the foregoing, the Issuer, the Developer and the Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the SEC from time to time.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer and the Developer shall describe such amendment in its next Annual Report or Developer Report, as applicable, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer or the Developer, as applicable. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements of the Issuer, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 7(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 form) 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.
Notwithstanding anything to the contrary herein requmng consent of the Developer, the Issuer may amend this Disclosure Agreement without the consent of the Developer with respect to any provision hereof that does not affect the Developer.
Additional Informati on . Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer or the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or Developer Report or notice of occurrence of Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer or the Developer chooses to include any information in any Annual Report or Developer Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer or the Developer shall have no

11 

obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or Developer Report or notice of occurrence of a Listed Event.
Default. In the event of a failure of the Issuer, the Developer, the Issuer Disclosure Representative or a Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Owners of more than 50% aggregate principal amount of outstanding Series 2020 Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any Beneficial Owner of a Series 2020 Bond may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer, the Developer, the Issuer Disclosure Representative or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. 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 Developer, the Issuer Disclosure Representative or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.
Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement.
Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Developer, the Dissemination Agent, the Trustee, the Participating Underwriter and Beneficial Owners of the Series 2020 Bonds, and shall create no rights in any other person or entity.

Coun terpa rts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida and federal law.
Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and directs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports that are readily available to the Trustee that the Dissemination Agent requests that the Issuer has a right to request from the Trustee (inclusive of balances, payments, etc.).
[End of document - signatures to follow]

12

IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above.

[SEAL]	FINLEY WOODS COMMUNITY
DEVELOPMENT DISTRICT, AS ISSUER

CONSENTED TO AND AGREED TO BY:	By:

PFM GROUP CONSULTING, LLC, and its
successors and assigns, as Issuer Disclosure Representative

By:
Name:
Title:

JOINED BY U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, FOR PURPOSES OF SECTIONS 13, 15 AND 18 ONLY

Chair, Board of Supervisors

By: 	­ Name:
Title:

FINLEY WOOD DEVELOPMENT, LLC
a Florida limited liability company

By: 	­ Name:
Title:

PFM GROUP CONSULTING, LLC,
AS DISSEMINATION AGENT

By:	­
Name: Title:

[Signature page to Continuing Disclosure Agreement] S-1

EXHIBIT A

NOTICE TO REPOSITORIES
OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer:	Finley Woods Community Development District

Name of Bond Issue:	 $___ Capital Improvement Revenue Bonds, Series 2020 Date of Issuance:	February __J 2020
CUSIPS:

NOTICE IS HEREBY GIVEN that the [Issuer] [Developer] has not provided an Annual Report with respect to the above-named Bonds as required by [Section 3] [Section 5] of the Continuing Disclosure Agreement dated February __J 2020, among the Issuer, the Developer and the Dissemination Agent named therein. The [Issuer] [Developer] has advised the undersigned that it anticipates that the Annual Report will be filed by 	__; 20 .

Dated: 		-	� Dissemination Agent

cc: [Issuer] [Developer]

A-1

Finley Woods
Community Development District

Developer Agreements

Finley Woods
Commun ity Development District

Completion Agreement

AGREEMENT BETWEEN FINLEY WOODS COMMUNITY
DEVELOPMENT DISTRICT AND FINLEY WOODS DEVELOPMENT, LLC, REGARDING THE COMPLETION OF CERTAIN
IMPROVEMENTS
[FINLEY WOODS PROJECT - PHASE 1]
THIS AGREEMENT ("Agreement") is made and entered into, by and among:
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 1 90, Florida Statutes, and located in the City of Gainesville, Florida whose mailing address is 1205 1 Corporate Blvd., Orlando, Florida 328 17 ("District"); and
FINLEY WOODS DEVELOPMENT, LLC, a Florida limited liability company, whose address is 2563 SW 87th Drive, Suite 1 0, Gainesville, FL 32608 (''Landowner").

RECITALS
WHEREAS, the District was established by an ordinance adopted by the City Commission of the City of Gainesville, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended ("Act" ) for the purpose of planning, financing, constructing, acquiring, operating and/or maintaining certain public infrastructure improvements within or without the boundary of the District; and
WHEREAS, the Landowner is currently the owner of certain lands m the City of Gainesville, Florida, located within the boundaries of the District; and

WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities and services within and without the boundaries of the District (together, "Improvements"), which plan is detailed in the Engineer 's Report, dated September 20 19 ("Capital Improvement Plan"),   as   supplemented  by  the   District's  Supplemental  Engineer 's   Report   #1 dated
 	_,, __2019  ("Supplemental  Engineer's  Report")  attached to  this  Resolution as
Exhibit A; and
WHEREAS, the Improvements described in the Supplemental Engineer's Report make up all of the infrastructure improvements necessary to fully develop a portion of real property within the boundaries of the District that is further described in Exhibit B attached hereto ("Assessment Area One"), for an anticipated 133 units ("Finley Woods Project - Phase 1"); and
WHEREAS, the District has imposed a special assessment lien on Assessment Area One to secure financing for the construction of a portion of the Finley Woods Proj ect - Phase 1 ("Series 2020 Project"); and

Completion Agreement

WHEREAS, the District intends to fund a portion of the Capital Improvement Plan, including the Series 2020 Project, through the use of proceeds from issuances of capital improvement revenue bonds ("Bonds"); and

WHEREAS, the District presently intends to issue Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One), to fund the Series 2020 Project ("Series 2020 Bonds"); and
WHEREAS, in order to ensure that the Finley Woods Proj ect - Phase 1 is completed and funded in a timely manner, the Landowner and the District hereby agree that, in exchange for the District agreeing to use its proceeds from the Series 2020 Bonds to construct the Series 2020 Project, should the existing proceeds be insufficient to complete the Finley Woods Project - Phase 1, the Landowner will make provision for any additional funds that may be needed for the completion of the Finley Woods Proj ect - Phase 1 including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs.
Now, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are hereby acknowledged, the District and the Landowner agree as follows:

INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this Agreement.
COMPLETION OF FINLEY WOODS PROJECT - PHASE 1. The Landowner and District agree that, as long as the District uses its net proceeds from the Series 2020 Bonds to construct the Series 2020 Project, as may be amended from time to time, should the District be unable to complete the Finley Woods Project - Phase 1 with its existing proceeds the Landowner agrees to complete, cause to be completed, provide funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed, those portions of the Finley Woods Project - Phase 1 which remain unfunded including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs ("Remaining Improvements") whether pursuant to existing contracts, including change orders thereto, or future contracts. The District and Landowner hereby acknowledge and agree that this Agreement constitutes the manner and means by which the District has elected to provide any and all portions of the Remaining Improvements not funded by the District, whether by way of the Series 2020 Bonds or any Bonds issued in the future. The Landowner hereby acknowledges and agrees that the District is under no obligation to issue Bonds in the future; provided, however, that Landowner's obligations under this Agreement are conditioned upon the District's issuance ofthe Series 2020 Bonds.
When all or any portion ofthe Remaining Improvements are the subject of an existing District contract, the Landowner shall provide funds or cause funds to be provided directly to the District in an amount sufficient to complete the Remaining Improvements pursuant to such contract, including change orders thereto.
When any portion of the Remaining Improvements is not the subject of an existing District contract, the Landowner may choose to complete, cause to be completed,
Completion Agreement	2

provide funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Improvements, subject to a formal determination by the Board of Supervisors that the option selected by the Landowner will not adversely impact the District, and is in the District's best interests.

Should there be any disagreement between the District and the Landowner regarding the extent of the Improvements making up the Finley Woods Project - Phase I, the District and the Landowner agree that the District Engineer shall make the final determination.

The District and Landowner agree and acknowledge that any and all portions of the Remaining Improvements which are constructed, or caused to be constructed, by the Landowner shall be conveyed to the District or such other appropriate unit of local government as is designated in the Supplemental Engineer's Report or required by governmental regulation or development approval. All conveyances to another governmental entity shall be in accordance with and in the same manner as provided in any agreement between the District and the appropriate unit of local government.

The District and the Landowner agree and acknowledge that the exact location, size, configuration and composition of the Improvements may change from that described in the Supplemental Engineer's Report, depending upon final design of the development, permitting or other regulatory requirements over time, or other factors. Material changes to the Improvements shall be made by a written amendment to the Supplemental Engineer's Report, which shall include an estimate of the cost of the changes, and which material changes shall require Landowner consent, which shall not be unreasonably withheld. Such consent is not necessary and the Landowner must meet its completion obligations when the scope, configuration, size and/or composition of the Improvements are materially changed in response to a requirement imposed by a regulatory agency, provided, however, that the District agrees to give the Landowner written notice of such material change and to reasonably cooperate with the Landowner to minimize the impact thereof. Material changes must be approved by the Trustee acting at the direction of the Bondholders owning a majority of the aggregate principal amount of the Bonds then outstanding provided however, that changes required by a governmental agency may be made without prior consent.

DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages and/or specific performance (but excluding punitive, special or consequential damages). Except as expressly otherwise provided in this Agreement, the District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Except as expressly otherwise provided in this Agreement, nothing contained in this Agreement shall limit or impair the District's right to protect its rights from interference by a third party to this Agreement.

Completion Agreement	3

ENFORCEMENT OF AGREEMENT. In the event that either 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 incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and the Landowner.
AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Landowner, both the District and the Landowner have complied with all the requirements of law, and both the District and the Landowner have full power and authority to comply with the terms and provisions of this instrument.
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:

If to District:

With a copy to:

If to Developer:

With a copy to:

Finley Woods Community Development District
1205 1 Corporate Blvd.
Orlando, Florida 328 17 Attn: District Manager
Hopping Green & Sams, P.A.
1 19 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Katie S. Buchanan
Finley Woods Development, LLC 2563 SW 87th Drive, Suite 10 
Gainesville, FL 32608 Attn: Tommy Williams

Attn:  	

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.
Completion Agreement	4

Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Landowner may deliver Notice on behalf of the District and the Landowner. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

ARM'S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Landowner as an arm 's length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Landowner.

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Landowner and no right or cause of action shall accrue upon or by reason, to 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 District and the Landowner any right, remedy, or claim under or by reason of this Agreement or any ofthe 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 District and the Landowner and their respective representatives, successors, and assigns. Notwithstanding the foregoing, the Trustee for the Series 2020 Bonds, on behalf of the Bondholders, shall be a direct third party beneficiary of the terms and conditions of this Agreement and shall be entitled to cause the District to enforce the Landowner's obligations hereunder. The Trustee has not assumed any obligations hereunder.

ASSIGNMENT. Neither the District nor the Landowner may assign this Agreement or any monies to become due hereunder without the prior written approval of the other.

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 Alachua County, Florida.

PUBLIC RECORDS. The Landowner understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and treated as such in accordance with Florida law.

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

LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida
Completion Agreement	5

Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

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.

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.

EFFECTIVE DATE. This Agreement shall be effective

-----

, 2020.

[CONTINUED ON FOLLOWING PAGE]

Completion Agreement	6

IN WITNESS WHEREOF, the parties execute this Completion Agreement.

Attest:

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	By:	­
It  : Chainnan

FINLEY WOODS DEVELOPMENT, LLC

Witness

By: --
1ts:	 	

Exhibit A: Supplemental Engineer 's Report #1 dated _	_, 20 19 
Exhibit B: Legal Description of Assessment Area One

Completion Agreement	7

Exhibit A:
Supplemental Engineer 's Report #1, dated -	�, 2019 

Completion Agreement	8

Exhibit B:
Legal Description of Assessment Area One

Completion Agreement	9

I

Finley Woods Community Development District

Collateral Assignment & Assumption of Development Rights

This instrument was prepared by and upon recording should be returned to:
Katie S. Buchanan, Esq. HOPPING GREEN & SAMS, P.A.
I 19 South Monroe Street, Suite 300 Tallaha see, Florida 32301

(This space reserved for Clerk)

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS
This Collateral Assignment and Assumption of Development Rights ("Assignment") is made and entered by and between:

FINLEY WOODS DEVELOPMENT, LLC, a Florida limited liability company, whose address is 2563 SW 87th Drive, Suite 1 0, Gainesville, FL 32608 ("Landowner"); and

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 190, Florida Statutes, and located in the City of Gainesville, Florida, whose mailing address is 1 2051 Corporate Blvd., Orlando, Florida 32817 ("District").
RECITALS
WHEREAS, the District was established by an ordinance adopted by the City Commission ofthe City of Gainesville, Florida, pursuant to the Uniform Community Development District Act of 1 980, Chapter 1 90, Florida Statutes, as amended ("Act") for the purpose ofplanning, financing, constructing, acquiring, operating and/or maintaining certain public infrastructure improvements within or without the boundary of the District; and

WHEREAS, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services within the District ("Series 2020 Proj ect"), as described in that certain Engineer 's Report, dated September 2019, as supplemented by the District's Supplemental Engineer 's Report #1, dated	2019 (collectively, "Engineer's Report"); and
WHEREAS, the District intends to finance a portion of the Series 2020 Project through the
anticipated  issuance  of  $_ 	_	in  aggregate   principal  amount  of  Finley  Woods
Community Development District Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One) ("Series 2020 Bonds"); and
WHEREAS, pursuant to Resolutions 201 9-24, 2019-25, 2020-05 and 20Q0-_, the District has imposed special assessments ("Series 2020 Assessments") on certain lands within the District ("Assessment Area One") to secure the repayment of the Series 2020 Bonds; and

Collateral Assignment

WHEREAS, the Landowner is the owner of and maintains development rights as to the majority ofthose lands within Assessment Area One, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference ("Landowner Lands"); and
WHEREAS, the Landowner has acquired, or hereafter may acquire, certain rights ("Development and Contract Rights") in, to, under, or by virtue of certain contracts, agreements, and other documents, which now or hereafter affect the Landowner Lands, Assessment Area One and the Series 2020 Project (collectively, "Contract Documents"); and

WHEREAS, the District and the Landowner anticipate that Assessment Area One will be developed consistent with the Engineer's Report and that certain Master Assessment Methodology, dated September 201 9, as supplemented by that certain Supplemental Special Assessment Methodology,  Phase  JC  &  2,  dated	, 2019 (together, "2020 Assessment Report"); and
WHEREAS, the District and the Landowner anticipate that (i) the Landowner Lands will continue to be subdivided into single-family lots through the County' s approval of multiple subdivision plats, (ii) true-up payments, if any are due as to the Landowner Lands, will be made pursuant to a separate true-up agreement being entered into between the District and the Landowner concurrent herewith, and (iii) all ofthe Landowner Lands, or lots therein, will be sold to unaffiliated homebuilders or homebuyers ("Development Completion"); and
WHEREAS, the failure to achieve Development Completion may increase the likelihood that the purchasers of the Bonds will not receive the full benefit of their investment in the Series 2020 Bonds; and

WHEREAS, during the period in which the Lands are being developed and the Series 2020 Project has yet to reach Development Completion, there is an increased likelihood that adverse changes to local or national economic conditions may result in a default in the payment of the Series 2020 Assessments securing the Bonds; and

WHEREAS, in the event of default in the payment ofthe Series 2020 Assessments securing the Series 2020 Bonds, and the passage of any applicable cure period without cure being made, the District has certain remedies with respect to the lien of the Series 2020 Assessments as more particularly set forth herein, including certain foreclosure rights provided by Florida law ("Remedial Rights"); and
WHEREAS, in the event the District exercises its Remedial Rights, the District will require the assignment of certain Development and Contract Rights, to complete development of the Landowner Lands to the extent that such Development and Contract Rights have not been previously assigned, transferred, or otherwise conveyed to a homebuilder resulting from the sale of certain Lands in the ordinary course of business, Alachua County, the District, any applicable homeowner' s association or other governing entity or association for the benefit of the Project ("Prior Transfer"); and
WHEREAS, this Assignment is not intended to impair or interfere with the development of the Series 2020 Project as anticipated by and at substantially the densities and intensities envisioned in the Engineer's Report and the 2020 Assessment Report and shall only be inchoate
Collateral Assignment	2

and shall become an effective and absolute assignment and assumption of the Development and Contract Rights upon failure ofthe Landowner to pay the Series 2020 Assessments levied against the Landowner Lands, which failure is not cured within any applicable cure period; and
WHEREAS, in the event of a transfer, conveyance or sale of any portion of the Landowner Lands, any and all affiliated entities or successors-in-interest to the Landowner Lands shall be subject to this Assignment, which shall be recorded in the Official Records of Alachua County, Florida, except as set forth in this Assignment; and
WHEREAS, the rights assigned to the District hereunder shall be exercised in a manner which will not materially affect the intended development of the Series 2020 Project.
Now, THEREFORE, in consideration of the above recitals which the parties hereby agree are true and correct and are hereby incorporated by reference and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the District and the Landowner agree as follows:
SECTION 1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this Assignment.
SECTION 2. COLLATERAL ASSIGNMENT.
The Landowner hereby agrees to collaterally assign to the District or its designee, and to the extent assignable, and to the extent that they are owned or controlled by Landowner or subsequently acquired by the Landowner, all of its Development and Contract Rights as security for Landowner's payment and performance and discharge of its obligation to pay the Series 2020 Assessments levied against the Landowner Lands; provided, however, that such assignment is and shall be non-exclusive to the extent that any of the Development and Contract Rights pertain to lands or entitlements other than those included within or attributable to the Series 2020 Project or Assessment Area One. Subject to the foregoing, the Development and Contract Rights shall include, but not be limited to, the following, but shall specifically exclude any portion ofthe Development and Contract Rights which are subject to a Prior Transfer:
Any declaration of covenants of a homeowner' s association governing the Landowner Lands, as recorded in the Official Records of Alachua County, Florida, and as the same may be supplemented, amended and restated from time to time, including, without limitation, all of the right, title, interest, powers, privileges, benefits and options controlled by the Landowner.
Engineering and construction plans and specifications for grading, traffic capacity analyses, roadways, site drainage, storm water drainage, signage, water distribution, waste water collection, and other improvements to or affecting the Landowner Lands.
Preliminary and final plats and/or site plans for the Landowner Lands.
Architectural plans and specifications for buildings and other improvements to the Landowner Lands, other than those associated with homebuilding and home construction.

Collateral Assignment	3

Permits, approvals, agreements, resolutions, variances, licenses, and franchises and applications therefor whether approved or in process pending before or granted by governmental authorities, or any of their respective agencies, for or affecting the development of the Landowner Lands or the Series 2020 Project and construction of improvements thereon, including but not limited to the following:
Any and all approvals, extensions, amendments, rezoning and development orders rendered by governmental authorities, including Alachua County relating to the Project.
Any and all service agreements relating to utilities, water and/or wastewater, together with all warranties, guaranties and indemnities of any kind or nature associated therewith.
Permits, more particularly described m the Engineer's Report attached hereto.
Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the development ofthe Landowner Lands or the Series 2020 Proj ect or the construction of improvements thereon (other than those associated with homebuilding or home construction), together with all warranties, guaranties and indemnities of any kind or nature associated therewith.
Notwithstanding anything contained herein to the contrary, contracts and agreements with private utility providers to provide utility services to the Series 2020 Project, including the lots.
Permit fees, deposits and other assessments and impositions paid by Landowner to any governmental authority or utility and capacity reservations, impact fee credits and other credits due to Landowner from any governmental authority or utility provider to the extent that the improvements for which such credits are granted were financed by the District, including credit for any dedication or contribution of Landowner Lands by Landowner in connection with the development of Assessment Area One or the construction of improvements thereon.
All future creations, changes, extensions, rev1s1ons, modifications, substitutions, and replacements of any of the foregoing and any guarantees of performance of obligations to Landowner arising thereunder by any means, including, but not limited to, pursuant to governmental requirements, administrative or formal action by third parties, or written agreement with governmental authorities or third parties.
This Assignment is not intended to and shall not impair or interfere with the development of Assessment Area One, including, without limitation, any purchase and sale agreements for lots subj ect to a plat and/or site plan or land intended to be made subject to a plat and/or site plan ("Builder Contracts"), and shall only be inchoate and shall become an effective and absolute assignment and assumption ofthe Development and Contract Rights upon failure of the Landowner to pay the Series 2020 Assessments levied against the Landowner Lands, and the District, Trustee or their assignee acquires any Landowner Lands as a result of the exercise of the
Collateral Assignment	4

Remedial Rights; provided, however, that such assignment shall only be effective and absolute to the extent that this Assignment has not been terminated earlier pursuant to the terms hereof.
Ifthis Assignment has not become absolute, it shall automatically terminate upon the earliest to occur of the following events: (i) payment of the Series 2020 Bonds in full; (ii) Development Completion; and (iii) upon a Prior Transfer as to the portion of the Landowner Lands which are subject to the Prior Transfer ("Term"). The portion of the Landowner Lands so transferred shall be deemed released automatically from the terms, scope and encumbrance of this Assignment, whether or not the Term has expired as to any other portion of the Landowner Lands and without any written release or certification being required from the District or any other person
or entity, and any transferee and title examiner may rely on the foregoing automatic release in insuring title to such portion of the Landowner Lands so transferred without making exception for this Assignment.
SECTION 3. LANDOWNER WARRANTIES. The Landowner represents and warrants to the District that, subject to the Builder Contracts now or hereafter executed by the Landowner:
Other than pursuant to the Builder Contracts, the Landowner has made no assignment of the Development and Contract Rights to any person other than the District.
To the actual knowledge of the Landowner, the Landowner has not done any act or omitted to do any act which will prevent the District from, or limit the District in, acting under any of the provisions hereof.
To the actual knowledge of the Landowner, there is no material default under the terms of the existing Contract Documents, subject to any notice and cure periods, and all such Contract Documents remain in full force and effect.
The Landowner is not prohibited under agreement with any other person or under any judgment or decree from the execution, delivery and performance of this Assignment.
No action has been brought or threatened which would in any way interfere with the right of the Landowner to execute this Assignment and perform all of its obligations herein contained.

Any transfer, conveyance or sale ofthe Landowner Lands (other than a Prior Transfer) shall subject any and all affiliated entities or successors-in-interest of the Landowner to this Assignment.
SECTION 4. LANDOWNER COVENANTS. The Landowner covenants with the District that during the Term:
The Landowner will use reasonable, good faith efforts to: (i) cause to be fulfilled, performed, and observed each and every material condition and covenant of the Landowner relating to the Development and Contract Rights, including, but not limited to, any material changes in the Development and Contract Rights; and (ii) give notice to the District of any claim of material default relating to the Development and Contract Rights given to or by the Landowner, together with a complete copy of any such claim.
Collateral Assignment	5

The Development and Contract Rights include all of Assignor's right to modify the Development and Contract Rights, to terminate the Development and Contract Rights, and to waive or release the performance or observance of any obligation or condition of the Development and Contract Rights; provided that no such modification, termination, waiver or release affects any of the Development and Contract Rights which pertain to lands outside of the District not relating to development ofthe Lands. Upon an Event of Default, the rights as outlined within this Section 4(b) shall be included as part of the Development and Contract Rights assigned to Assignee.

In the event ofthe institution ofany involuntary bankruptcy, reorganization or insolvency proceedings against the Landowner or the appointment of a receiver or a similar official with respect to all or a substantial part of the properties of the Landowner, the Landowner shall endeavor in good faith to have such proceedings dismissed or such appointment vacated within a period of one hundred and twenty (120) days.
SECTION 5. DISTRICT OBLIGATIONS. Nothing herein shall be construed as an obligation on the part of the District to accept any liability for all or any portion of the Development and Contract Rights unless it chooses to do so in its sole discretion, nor shall any provision hereunder be construed to place any liability or obligation on the District for compliance with the terms and provisions of all or any portion of the Development and Contract Rights.

SECTION 6. EVENT(s) OF DEFAULT. Any breach of the Landowner's warranties contained in Section 3 hereof or breach of covenants contained in Section 4 hereof, shall, after the giving of notice and an opportunity to cure (which cure period shall not be less than sixty (60) days, and shall not be construed to extend any other cure periods provided hereunder, unless the District, in its sole discretion, agrees to a longer cure period) constitute an event of default ("Event of Default") under this Assignment.
SECTION 7. REMEDIES UPON EVENT(S) OF DEFAULT. Upon an Event of Default, the District or the District's designee may, as the District's sole and exclusive remedies under this Assignment (and separate and apart from any Remedial Rights or other rights provided by law), take any or all ofthe following actions, at the District's option:

Perform any and all obligations of the Landowner relating to the Development and Contract Rights and exercise any and all rights ofthe Landowner therein as fully as Landowner could;

Initiate, appear in, or defend any action arising out of or affecting the Development and Contract Rights;

Sue for, or otherwise collect and receive, monies due under the Contract Documents, including those past due and unpaid, and apply the same against all costs and expenses of collection and then against all costs and expenses of operation of the Landowner Lands or the performance of the Landowner's obligations under the Contract Documents. Neither entry upon and taking possession ofthe Landowner Lands nor the collection ofmonies due under the Contract Documents shall in any way operate to cure or waive any default under any instrument given by the Landowner to the District, or prohibit the taking ofany other action by District under any such

Collateral Assignment	6

instrument, or at law or in equity, to enforce payment ofthe obligations secured hereby or to realize on any other security; and
After the Landowner' s receipt of a demand notice from the District following an Event of Default, the Landowner will use reasonable, good faith efforts at the sole cost and expense of the Landowner to (i) enforce the performance and observance of each and every material covenant and condition of the Contract Documents to be performed or observed; and (ii) appear in and defend any action involving the Contract Documents or the obligations or liabilities ofthe Landowner or any guarantor thereunder. Also to be effective upon the occurrence of an Event of Default, and after Landowner's receipt of a demand notice from the District following an Event of Default, the Landowner will neither modify the terms of the Contract Documents in any material respect (unless required so to do by the terms thereof or to comply with documents executed in connection with the issuance ofthe Series 2020 Bonds) nor waive or release any person from the performance ofany obligation to be performed under the terms ofthe Contract Documents or from liability on account of any warranty given by such person, without the prior consent ofthe District, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Landowner will not at any time take any action (or omit to take any action) with respect to the Development and Contract Rights that materially and adversely affects the rights of the District and the holders ofthe Series 2020 Bonds.
SECTION 8. AUTHORIZATION. Upon the occurrence of and during the continuation of an Event of Default, the Landowner does hereby authorize and shall direct any party to any agreement relating to the Development and Contract Rights to tender performance thereunder to the District upon written notice and request from the District. Any such performance in favor of the District shall constitute a full release and discharge to the extent of such performance as fully as though made directly to the Landowner.
SECTION 9. SECURITY AGREEMENT. Subj ect to the terms of this Assignment, this Assignment shall be a security agreement between the Landowner, as the debtor, and the District, as the secured party, covering the Development and Contract Rights and Contract Documents that constitute personal property governed by the Florida Uniform Commercial Code ("Code"), and the Landowner grants to the District a security interest in such Development and Contract Rights and Contract Documents. Notwithstanding the foregoing, the District shall not be entitled to exercise any right as a secured party, including, without limitation, the filing of any and all financing statements, until the occurrence of an Event of Default hereunder, subject to any applicable notice and cure period.
SECTION 10. AMENDMENTS. This Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of the parties hereto.
SECTION 11. SUCCESSORS; THIRD PARTY BENEFICIARIES. This Assignment is solely for the benefit of the District and the Landowner and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Assignment. Nothing in this Assignment expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Landowner any right, remedy, or claim under or by reason ofthis Assignment or any ofthe provisions or conditions of this Assignment; and all ofthe
Collateral Assignment	7

provisions, representations, covenants, and conditions contained in this Assignment shall inure to the sole benefit of and shall be binding upon the District and the Landowner and their respective representatives, successors, and assigns, subject to the provisions hereof regarding the automatic release of portions of the Landowner Lands herefrom upon a Prior Transfer thereof. Also notwithstanding anything herein to the contrary, the Trustee, on behalf ofthe holders ofthe Series 2020 Bonds, shall be a direct third party beneficiary of the terms and conditions ofthis Assignment and shall, acting at the direction ofthe holders owning a majority of the aggregate principal amount of the Series 2020 Bonds then outstanding, be entitled to cause the District to enforce the Landowner's obligations hereunder. The Trustee has not assumed any obligations hereunder.
SECTION 12. ENFORCEMENT.  In the event that either party is required to enforce this Assignment 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 incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.
SECTION 13. AUTHORIZATION. The execution ofthis Assignment has been duly authorized by the appropriate body or official of the District and the Landowner; both the District and the Landowner have complied with all the requirements of law with respect to the executories of this Assignment; and both the District and the Landowner have full power and authority to comply with the terms and provisions of this instrument.
SECTION 14. NOTICES. All notices, requests, consents and other communications under this Assignment ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight courier delivery service, to the parties, as follows:

If to the District:

With a copy to:

If to the Landowner:

With a copy to:

Collateral Assignment

Finley Woods Community Development District
c/o PFM Group Consulting, LLC 1205 1 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager
Hopping Green & Sams, P.A.
1 1 9 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Katie S. Buchanan
Finley Woods Development, LLC 2563 SW 87th Drive, Suite 10 
Gainesville, FL 32608 Attn: Tommy Williams

Attn:  	

8

Except as otherwise provided in this Assignment, 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 Assignment 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 District and counsel for the Landowner may deliver Notice on behalf of the District and the Landowner. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

SECTION 15. ARM'S LENGTH TRANSACTION. This Assignment has been negotiated fully between the District and the Landowner as an arm's length transaction. Both parties participated fully in the preparation of this Assignment and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision ofthis Assignment, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Landowner.

SECTION 16. APPLICABLE LAW AND VENUE. This Assignment and the prov1s1ons contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Venue shall be in Alachua County, Florida.

SECTION 17. PUBLIC RECORDS. The Landowner understands and agrees that all documents of any kind provided to the District in connection with this Assignment may be public records and treated as such in accordance with Florida law.

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

SECTION 19. LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Assignment shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Assignment 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.

SECTION 20. CONSTRUCTION. The descriptive headings in this Assignment are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Assignment.

SECTION 21. COUNTERPARTS. This Assignment 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
Collateral Assignment	9

acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

2020.

SECTION 22. EFFECTIVE DATE. This Agreement shall be effective 	,

[CONTINUED ON FOLLOWING PAGE]

Collateral Assignment

IN WITNESS WHEREOF, the Landowner and the District have caused this Assignment to be executed.

WITNESSES:

Witness Signature
Printed name: 	

Witness Signature
Printed name: 	- STATE OF FLORIDA
COUNTY OF -----

FINLEY WOODS DEVELOPMENT, LLC

By:  	
Its: --	--------

)
) SS: 
)

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was

acknowledged before me by _	 	, as  	
Woods Development, LLC, on behalf ofthe company.

of Finley

WITNESS my hand and official seal in the County and State last aforesaid this	_ day of 	� 2020.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)
D	Personally known to me, or
D	Produced identification:
(Type of Identification Produced)

Collateral Assignment	11 

WITNESSES:

Witness Signature
Printed name: 		-

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

Chairman, Board of Supervisors

Witness Signature
Printed name: 	

STATE OF FLORIDA  ) COUNTY OF	)

The foregoing instrument was acknowledged before me this _ day of----        � 2020, by 	, as Chairman of the Board of Supervisors of the Finley Woods Community Development District, for and on behalfofthe District. She/He [] is personally known to me or [ ] produced _		 as identification.
NOTARY STAMP:

Signature of Notary Public Printed Name of Notary Public

Collateral Assignment	12 

EXHIBIT A
[INSERT ASSESSMENT AREA ONE LEGAL DESCRIPTION]

Collateral Assignment	13 

II

Finley Woods
Commun ity Development District

Declaration of Consent to Jurisdiction 

This instrument was prepared by and upon recording should be returned to:
Katie S. Buchanan, Esq. HOPPING GREEN & SAMS, P.A.
11 9 South Monroe Street, Suite 300
Tallahassee, Florida 32301

(This space reserved for Clerk)

DECLARATION OF CONSENT TO JURISDICTION OF FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT AND TO IMPOSITION OF SPECIAL ASSESSMENTS
FINLEY WOODS DEVELOPMENT, LLC, a Florida limited liability company ("Landowner"), is the owner of those lands described in Exhibit A attached hereto ("Property") located within the boundaries of Finley Woods Community Development District ("District"). The Landowner, intending that it and its respective successors in interest and
assigns shall be legally bound by this Declaration, hereby declares, acknowledges and agrees as follows:

The Landowner acknowledges that the District is, and has been at all times, on and after August 1, 20 1 9, a legally created, duly organized, and validly existing community development district under the provisions of Chapter 1 90, Florida Statutes, as amended ("Act"). Without limiting the generality of the foregoing, the Landowner acknowledges that: (a) the petition filed with the Board of City Commissioners in and for the City of Gainesville, Florida ("City"), relating to the creation of the District contained all matters required by the Act to be contained therein and was filed in the manner and by the persons required by the Act; (b) Ordinance No. 1 80972, effective as of August 1, 201 9, was duly and properly adopted by the City in compliance with all applicable requirements of law; (c) the members of the Board of Supervisors of the District ("Board") were duly and properly designated pursuant to the Act to serve in their capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from August 1, 201 9, to and including the date of this Declaration.

The Landowner, for itself and its successors and assigns, hereby confirms and agrees  that,  to  the  best  of  its  knowledge  and  belief,  the  special  assessments  imposed  by Resolution   Nos.   201 9-24,   2019-25,   2020-05   and   2020-_   (collectively,   "Assessment Resolutions"), duly adopted by the Board, and all proceedings undertaken by the District with respect thereto have been in accordance with applicable Florida law, that the District has taken all action necessary to levy and impose the special assessments, and the special assessments are
legal, valid and binding first liens upon the Property co-equal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid.

The Landowner, for itself and its successors and assigns, hereby waives the right granted in Section 1 70.09, Florida Statutes, and rights provided in the Assessment Resolutions,
Declaration of Consent	1

to prepay the special assessments without interest within thirty (30) days after the improvements set forth in the Engineer 's Report, dated September 2019, as supplemented by the District's Supplemental  Engineer 's   Report #1  dated 	, 2019 (together, "Engineer's Report") are completed, in consideration of the rights granted by the District to prepay the special assessments in full or in part at any time, but with interest, under the circumstances set
forth in the Assessment Resolutions.
The Landowner hereby expressly (i) acknowledges that the special assessments, the Assessment Resolutions, and the terms of the financing documents related to the District's issuance of the Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One) ("Series 2020 Bonds") securing payment thereof and all other documents and certifications relating to the issuance of the Series 2020 Bonds (together, "Financing Documents") are valid and binding obligations enforceable in accordance with their terms; (ii) acknowledges, represents
and  agrees  that  the  Landowner  has  no  claims  or  offsets  whatsoever  against,  or  defenses  or counterclaims whatsoever to, payments of the special assessments or claims of invalidity, deficiency or unenforceability of the special assessments and Financing Documents (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims); (iii) waives and relinquishes any argument, claim or defense that foreclosure proceedings cannot be
commenced until one ( 1) year after the date of the Landowner's default and agrees that, immediate use of remedies in Chapter 1 70, Florida Statutes, is an appropriate and available remedy, notwithstanding the provisions of Section 1 90.026, Florida Statutes; and (iv) acknowledges and agrees that, to the extent the Landowner fails to timely pay any special
assessments collected by mailed notice of the District, such unpaid special assessments and future special assessments may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year, or may be foreclosed on pursuant to Chapters 1 70 and 1 90, Florida Statutes.
This Declaration shall represent a lien of record for purposes of Chapter 1 97, Florida Statutes, including, without limitation, Section 1 97.573, Florida Statutes. Other information regarding the special assessments is available from the District Manager, PFM Group Consulting, LLC, 1205 1 Corporate Boulevard, Orlando, Florida 32817; Ph: (407) 723- 5900.

THE DECLARATIONS, ACKNOWLEDGEMENTS AND AGREEMENTS CONTAINED HEREIN SHALL BE BINDING ON THE LANDOWNER AND ON ALL PERSONS (INCLUDING CORPORATIONS, ASSOCIATIONS, TRUSTS AND OTHER LEGAL ENTITIES) TAKING TITLE TO ALL OR ANY PART OF THE PROPERTY, AND THEIR SUCCESSORS IN INTEREST, WHETHER OR NOT THE PROPERTY IS PLATTED AT SUCH TIME. BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE DEEMED TO HAVE CONSENTED AND AGREED TO THE PROVISIONS OF THIS DECLARATION TO THE SAME EXTENT AS IF THEY HAD EXECUTED IT AND BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE ESTOPPED FROM CONTESTING, IN COURT OR OTHERWISE, THE VALIDITY, LEGALITY  AND ENFORCEABILITY OF THIS DECLARATION.
Declaration of Consent	2

Effective the	day of_	_, 2020.

WITNESSES:

Witness Signature Printed name:

FINLEY WOODS DEVELOPMENT, LLC

By: 	­
Its: ----	-----------

Witness Signature
Printed name:--	-
STATE OF FLORIDA

COUNTY OF ---

)
) SS:
)

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was

acknowledged before me by _

_ as _

of Finley

Woods Development, LLC, on behalf ofthe company.

WITNESS my hand and official seal in the County and State last aforesaid this	_ day of	_. 2020.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)
D	Personally known to me, or
D	Produced identification:
(Type of Identification Produced)

Declaration of Consent	3

INSERT ASSESSMENT AREA ONE] LESS AND EXCEPT:
[INSERT LIST OF SOLD LOTS]

Declaration of Consent

EXHIBIT A

4

Finley Woods Community Development District

Notice of Special Assessments

This Instrument Prepared by and return to:
Katie S. Buchanan, Esq. HOPPING GREEN & SAMS, P.A.
Post Office Box 6526 Tallahassee, Florida 32314

This space reserved for use by the Clerk of
the Circuit Court

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT'S NOTICE OF SERIES 2020 SPECIAL ASSESSMENTS
PLEASE TAKE NOTICE that the Board of Supervisors of the Finley Woods Community Development District ("District") in accordance with Chapters 170, 190 and 197, Florida Statutes, adopted Resolution Numbers 2019-24, 201 9-25, 2020-05 and 2020-_ ("Assessment Resolutions") providing for, levying and setting forth the terms of non-ad
valorem special assessments on real property within the boundaries of the District that are specially benefitted by the 2020 Project (hereinafter defined) for improvements described in the
District's   adopted   Supplemental   Engineer 's Report   #1	dated	2019 
("Engineer's Report", and as it relates to the project provided for therein, "Series 2020 Project"). To finance the costs of the Series 2020 Project, the District issued its Finley Woods Community  Development  District  Capital  Improvement  Revenue  Bonds,  Series 2020
(Assessment Area One), which are secured by the non-ad valorem assessments levied by the Assessment Resolutions ("Series 2020 Assessments"). The legal  description  of the lands on
which said Series 2020 Assessments are imposed is attached to this Notice as Exhibit A. As
provided in the Assessment Resolutions, the Series 2020 Assessments do not apply to governmental properties dedicated by plat, including right-of-ways or common areas. Copies of

the Engineer's Report and the Assessment Resolutions may be obtained by contacting the District at:
Finley Woods Community Development District c/o PFM Group Consulting, LLC
12051 Corporate Boulevard
Orlando, Florida 328 17 
Ph: (407) 723-5900
The Series 2020 Assessments provided for in the Assessment Resolutions were legally and validly determined and levied in accordance with all applicable requirements of Florida law, and the Series 2020 Assessments constitute and will at all relevant times in the future constitute, legal, valid, and binding first liens on the land against which assessed until paid, coequal with the lien of all state, county, district, and municipal taxes, and superior in dignity to all other liens, titles, and claims.
The District is a special purpose form of local government established pursuant to and governed by Chapter 190, Florida Statutes. Pursuant to Section 190.048, Florida Statutes, you are  hereby notified that:  THE FINLEY WOODS COMMUNITY DEVELOPMENT
DISTRICT MAY IMPOSE AND LEVY TAXES OR ASSESSMENTS,  OR BOTH
TAXES AND ASSESSMENTS, ON THIS PROPERTY. THESE TAXES AND ASSESSMENTS PAY THE CONSTRUCTION, OPERATION, AND MAINTENANCE COSTS OF CERTAIN PUBLIC FACILITIES AND SERVICES OF THE DISTRICT AND ARE SET ANNUALLY BY THE GOVERNING BOARD OF THE DISTRICT. THESE TAXES AND ASSESSMENTS ARE IN ADDITION TO COUNTY AND OTHER LOCAL GOVERNMENTAL TAXES AND ASSESSMENTS AND ALL OTHER TAXES AND ASSESSMENTS PROVIDED FOR BY LAW.
2

IN WITNESS WHEREOF, this Notice has been executed as of the	_ day of
_	_, 2020, and recorded in the Official Records of Alachua County, Florida.

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

Witness

Print Name

Witness Print Name

STATE OF FLORIDA
COUNTY OF 		-

By: 	­ Chairman, Board of Supervisors

The   foregoing   instrument  was  acknowledged   before me  this	day of
_,   2020,   by   ---    --�   Chairman   of  the   Board   of Supervisors of the Finley Woods Community Development District, who is personally known to me and did take the oath.

Notary Public, State of Florida
Print Name:	-
Commission No.: 
My Commission Expires: -	--

3

EXHIBIT A
[INSERT ASSESSMENT AREA ONE LEGAL DESCRIPTION]

4

•

Finley Woods Community Development District

True-Up Ag reement

This instrument was prepared by and upon recording should be returned to:
Katie S. Buchanan, Esq. HOPPING GREEN & SAMS, P.A.
1 1 9 South Monroe Street, Suite 300
Tallahassee, Florida 32301 

(This space reserved for Clerk)

AGREEMENT BY AND BETWEEN FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT AND FINLEY WOODS DEVELOPMENT, LLC, REGARDING THE TRUE-UP AND PAYMENT OF
SERIES 2020 ASSESSMENTS
THIS AGREEMENT ("Agreement") is made and entered into by and between:
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 1 90, Florida Statutes, and located in the City of Gainesville, Florida whose mailing address is 1205 1 Corporate Blvd., Orlando, Florida 328 17 ("District"); and
FINLEY WOODS DEVELOPMENT, LLC, a Florida limited liability company, and primary landowner of lands within the District, whose address is 2563 SW 87th Drive, Suite 1 0, Gainesville, FL 32608 (together with its successors and assigns, "Landowner").

RECITALS
WHEREAS, the District was established by ordinance ofthe Board of City Commissioners in and for the City of Gainesville, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 1 90, Florida Statutes, as amended ("Act"), and is validly existing under the constitution and laws of the State of Florida; and
WHEREAS, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, installing, operating, and/or maintaining certain infrastructure within or without the boundaries of the District; and
WHEREAS, the Landowner is currently the owner of certain lands in the City of Gainesville, Florida, located within the boundaries of the District, as further described m attached Exhibit A ("Lands") which comprise Assessment Area One (defined below); and
WHEREAS, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services ("Series 2020 Proj ect"), as detailed in the Engineer ' s Report, dated September 2019,
as supplemented by the District's Supplemental Engineer 's Report #1 dated	_____,,
20 19 ("Supplemental Engineer's Report"), and the anticipated costs of the improvements described in the Supplemental Engineer's Report; and

True-Up Agreement	l

WHEREAS, the District intends to finance the Series 2020 Project through the use of proceeds from the anticipated sale of $	in aggregate principal amount of Finley Woods Community Development District Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One) ("Series 2020 Bonds"); and
WHEREAS, pursuant to District Resolution Nos. 201 9-24, 2019-25, 2020-05 and 2020-
-...... C"Assessment Resolutions"), the District imposed special assessments on the Lands ("Assessment Area One") to secure the repayment of the Series 2020 Bonds ("Series 2020 Assessments"); and

WHEREAS, Landowner agrees that all of the Lands benefit from the timely design, construction, or acquisition of the improvements that make up the Series 2020 Project; and

WHEREAS, Landowner agrees that the Series 2020 Assessments which were imposed on the Lands have been validly imposed and constitute valid, legal and binding liens upon the Lands, which Series 2020 Assessments remain unsatisfied; and

WHEREAS, to the extent permitted by law, Landowner waives any defect in notice or publication or in the proceedings to levy, impose and collect the Series 2020 Assessments on the Lands; and

WHEREAS, the Master Assessment Methodology, dated September 201 9, as supplemented by  that  ce1tain  Supp/ementct!  Special   Assessment  Methodology,   Phase   IC  &  2,  dated
 		_, 2019 (together, "Assessment Report"), provides that as Lands are platted, the
allocation of the amounts assessed to and constituting a lien upon Lands would be calculated based upon certain density assumptions relating to the number of each type of single-family units to be constructed on Lands, which assumptions were provided by Landowner; and

WHEREAS, Landowner intends that Lands will be platted, planned and developed based on then-existing market conditions, and the actual densities developed may be at some density less than the densities assumed in the Assessment Report; and
WHEREAS, the Assessment Report anticipates a mechanism by which certain payments will be made to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of the final plat or site plan for a parcel or tract, as described in the District's Assessment Report (which payments shall collectively be referenced as "True-Up Payment"); and
WHEREAS, Landowner and the District desire to enter into an agreement to confirm Landowner's intention and obligation, if required, to make or cause to be made the True-Up Payment related to the Series 2020 Assessments, subject to the terms and conditions contained herein.
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Now, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1. RECITALS. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Agreement.
SECTION 2. VALIDITY OF ASSESSMENTS. Landowner agrees that the Assessment Resolutions have been duly adopted by the District. Landowner further agrees that the Series 2020 Assessments imposed as a lien by the District are legal, valid, and binding liens running with the land against which assessed until paid, coequal with the liens of all state, county, district, and municipal taxes, and superior in dignity to all other liens, titles, and claims. Landowner hereby waives and relinquishes any rights it may have to challenge, obj ect to or otherwise fail to pay such Series 2020 Assessments.
SECTION 3.	PAYMENT  OF ASSESSMENTS.
Landowner agrees and covenants to timely pay all such Series 2020 Assessments levied and imposed by the District pursuant to the Assessment Resolutions on assessable acres owned by Landowner, whether the Series 2020 Assessments are collected by the Tax Collector pursuant to Section 1 97.3632, Florida Statutes, by the District, or by any other method allowable by law.

Landowner agrees that to the extent Landowner fails to timely pay all Series 2020 Assessments collected by mailed notice of the District, said unpaid Series 2020 Assessments (including True-Up Payments) may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year or may be foreclosed on as provided for in
Florida law.
Landowner agrees that the prov1s1ons of this Agreement shall constitute a covenant  running  with  Lands  and  shall remain  in  full  force  and effect  and  be binding upon Landowner, its legal representatives, estates, successors, grantees, and assigns as to the Lands until released pursuant to the terms herein.
SECTION 4.	SPECIAL ASSESSMENT REALLOCATION.
Assumptions as to the Series 2020 Assessments. As ofthe date ofthe execution of this Agreement, Landowner has informed the District that Landowner anticipates that a total of one hundred thirty-three (1 33) single-family residential dwelling units, as more specifically described by unit size/number in the Assessment Report, will be constructed within Assessment Area One.
Process for Reallocation of Assessments. The Series 2020 Assessments will initially be levied on a per acre basis in Assessment Area One and will be reallocated as lands are platted into dwelling units ("Reallocation"). In

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connection with such platting of acreage within Assessment Area One, the Series 2020 Assessments imposed on the acreage being platted will be allocated based upon the actual number of units within each product type being platted. In furtherance thereof, at such time as acreage is to be platted, Landowner covenants that such plat shall be presented to the District. The District shall allocate the Series 2020 Assessments to the residential product types being platted and the remaining property in accordance with the Assessment Report and cause such Reallocation to be recorded in the District's Improvement Lien Book.
It is an express condition of the lien established by the Assessment Resolutions that at the time of recording any and all plats containing any portion of the lands within Assessment Area One, as the District's boundaries may be amended from time to time, shall be presented to the District for review, approval and allocation of the Series 2020 Assessments to the product types being platted and the remaining property in accordance with the Assessment Report. Landowner covenants to comply, or cause others to comply, with this requirement for the Reallocation as to the Lands. The District agrees that no further action by the Board shall be required. The District's review of the plats shall be limited solely to the Reallocation of Series 2020 Assessments and enforcement of the District's assessment lien. Nothing herein shall in any way operate to or be construed as providing any other plat and plan approval or disapproval powers to the District.

As acreage within Assessment Area One is platted (each such date being a "True-Up Date"), the District shall determine if the debt per developable acre remaining on the unplatted lands within the Lands exceeds the maximum debt per developable acre of $	for the Series 2020 Assessments, and if it is, a debt reduction payment in the amount of such excess debt per developable acre ("True-Up Payment") shall become immediately due and payable by Landowner that tax year in accordance with the Assessment Report, in addition to the regular assessment installment payable for lands owned by the Landowner. The District will ensure collection of such amounts in a timely manner in order to meet its debt services obligations, and in all cases, Landowner agrees that such payments shall be made in order to ensure the District's timely payments of the debt services obligations on the Series 2020 Bonds. The District shall record all True-Up Payments in its Improvement Lien book.
The foregoing is based on the District's understanding with Landowner that the maximum debt per developable acre for Assessment
Area One is $ 		_ for the Series 2020 Assessments. In no
event shall the District collect Series 2020 Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the Series 2020 Project, including all costs of financing and interest. The District, however, may collect Series 2020 Assessments in excess of the

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annual debt service related to the Series 2020 Project, including all costs of financing and interest, which shall be applied to prepay the Series 2020 Bonds. If the strict application of the true-up methodology to any Reallocation for any plat pursuant to this section would result in assessments collected in excess of the District's total debt service obligation for the Series 2020 Bonds, the District agrees to take appropriate action by resolution to equitably reallocate the assessments.

SECTION 5. ENFORCEMENT. This Agreement is intended to be a method of enforcement of Landowner's obligation to abide by the requirements of the Reallocation of Series 2020 Assessments to platted units, including the making of the True-Up Payment, as set forth in the Assessment Resolutions. A default by either party under this Agreement shall entitle the other party to all remedies available at law or in equity, which shall include, but not be limited to, the right of actual damages (but not consequential, special or punitive damages), injunctive relief, and specific performance.

SECTION 6.	ASSIGNMENT.
Agreement Runs with Land - This Agreement shall constitute a covenant running with title to the Lands, binding upon Landowner and its successors and assigns as to the Lands or portions thereof, and any transferee of any portion of the Lands as set forth in this Section, except as permitted by subsection B., below, or subject to the conditions set forth in subsection C., below.

Exceptions - Landowner shall not transfer any portion of the Lands to any third party without complying with the terms of subsection C. below, other than:

Platted and fully developed lots to homebuilders restricted from re-platting;

Platted and fully developed lots to end users; and

Portions of the Lands which are exempt from assessments to the County, the District, a homeowners' association, or other governmental agencies.

Any transfer of any portion of the Lands pursuant to subsections (i), (ii) or (iii) listed above shall constitute an automatic release of such portion of the Lands from the scope and effect of this Agreement, provided however that any True-Up Payment owing is paid prior to such transfer.

Transfer Conditions - Landowner shall not transfer any portion of the Lands to any third party, except as permitted by subsection B. above, without satisfying any True-Up Payment that results from any true-up determinations made by the District incident to such transfer ("Transfer Condition"). Any transfer that is consummated pursuant to this Section shall operate as a release of Landowner

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from its obligations under this Agreement as to such portion of the Lands only arising from and after the date of such transfer and satisfaction of the Transfer Condition and the transferee, which by recording or causing to be recorded in the Official Records of the County, the deed transferring such portion to the transferee shall be deemed to assume Landowner's obligations in accordance herewith shall be deemed the "Landowner" from and after such transfer for all purposes as to such portion of the Lands so transferred. Regardless of whether the condition of this subsection is met, any transferee, other than those specified in subsection B., above, shall take title subject to the terms of this Agreement.
SECTION 7. RECOVERY OF COSTS AND FEES. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the non-prevailing party all fees and costs incurred, including reasonable attorneys' fees and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings.
SECTION 8. NOTICE. All notices, requests, consents, and other communications hereunder ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or telecopied or hand delivered to the parties, as follows:

If to the District:

With a copy to:

If to the Landowner:

With a copy to:

Finley Woods Community Development District
c/o PFM Group Consulting, LLC 1205 1 Corporate Boulevard
Orlando, Florida 328 17 Attn: District Manager
Hopping Green & Sams, P.A.
1 19 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Katie S. Buchanan
Finley Woods Development, LLC 2563 SW 87th Drive, Suite 10 
Gainesville, FL 32608 Attn: Tommy Williams

Attn:  	

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address or telecopy number set forth herein. If mailed as provided above, Notices shall be deemed delivered on the third business day unless actually received earlier. Notices
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hand 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 parties may deliver Notice on behalf of the parties. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name, address or telecopy number to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

Notwithstanding the foregoing, to the extent Florida law requires notice to enforce the collection of assessments placed on property by the District, then the provision of such notice shall be in lieu of any additional notice required by this Agreement.

SECTION 9. ASSIGNMENT. No party may assign its rights, duties, or obligations under this Agreement or any monies to become due hereunder without the prior written consent of the other party, whose consent shall not be unreasonably withheld. Any purported assignment by either party absent the prior written consent ofthe other party as required by this section shall be void and unenforceable.

SECTION 10. AMENDMENT. This Agreement shall constitute the entire agreement between the parties as to the matters set forth herein and may be modified in writing only by the mutual agreement of the parties.

SECTION 11. TERMINATION. This Agreement shall terminate automatically upon all Series 2020 Assessments having been allocated and the payment of any True-Up Payment having been determined to be due.

SECTION 12. NEGOTIATION AT ARM'S LENGTH. This Agreement has been negotiated fully between the parties as an arm's length transaction. The parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either party.

SECTION 13. BENEFICIARIES. Except as provided below, this Agreement is solely for the benefit of the formal parties herein, and no right or cause of action shall accrue upon or by reason hereof,  to  or  for the  benefit  of any third party  not  a formal  party hereto.   Except  as provided below, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person, corporation, or entity other than the parties hereto any right, remedy, or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants, and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors, and assigns. Notwithstanding the foregoing, the Trustee for the Series 2020 Bonds, on behalf of the 2020 Bondholders, shall be a direct third-party beneficiary of the terms and

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conditions of this Agreement and shall be entitled to cause the District to enforce the Landowner's obligations hereunder. The Trustee has not assumed any obligations hereunder.

SECTION 14.	LIMITATIONS     ON   GOVERNMENTAL    LIABILITY.	Nothing	in	this
Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute or 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 under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 15. APPLICABLE LAW AND VENUE. This Agreement shall be governed by the laws of the State of Florida. The parties agree and consent that proper venue for any dispute arising out of this Agreement, whether in or out of court, shall be in Alachua County, Florida.

SECTION 16. EXECUTION IN COUNTERPARTS. This instrument may be executed in any number of counterparts, each ofwhich, when executed and delivered, shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy ofthis document to physically form one document.

SECTION 17.	EFFECTIVE DATE. This Agreement shall be effective	_
2020.

[CONTINUED ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Landowner and the District have caused this Agreement to be executed.

WITNESSES:

Witness Signature
Printed name:	-	-

Witness Signature
Printed name:	------
STATE OF FLORIDA COUNTY OF	---

FINLEY WOODS DEVELOPMENT, LLC

By: 		_
Its:	-

)
) SS:
)

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was

acknowledged before me by

__, as _

_ of Finley

Woods Development, LLC, on behalf of the company.

of _

WITNESS my hand and official seal in the County and State last aforesaid this	day
� 2020.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)
D	Personally known to me, or
D	Produced identification:
(Type of Identification Produced)

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IN WITNESS WHEREOF, the Landowner and the District have caused this Agreement to be executed.

WITNESSES:

Witness Signature
Printed name:- 	

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

Chairman, Board of Supervisors

Witness Signature Printed name:

STATE OF FLORIDA   ) COUNTY OF	)

The	foregoing	instrument	was	acknowledged	before	me	this	_	day	of

__	. 2020, by ___

, as Chairman of the Board of Supervisors of

the Finley Woods Community Development District, for and on behalf of the District. She/He [

] is personally known to me or [ ] produced NOTARY STAMP:

_ as identification.

Signature ofNotary Public Printed Name ofNotary Public

Exhibit A: Description of Assessment Area One

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Exhibit A:
Description of Assessment Area One

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Fin ley Woods
Community Development District

Alachua County Tax Collector Agreement

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT UNIFORM COLLECTION AGREEMENT
TO ESTABLISH THE TERMS OF ALACHUA COUNTY TAX COLLECTOR PROVISION OF SERVICES ASSOCIATED
WITH COLLECTION OF NON-AD VALOREM ASSESSMENT

THIS AGREEMENT is made and entered into this    - day of _	_, 2019, by and between the Honorable John Power, Alachua County Tax Collector, a constitutional officer for the State of Florida, whose address is 12 SE 1 st Street, Gainesville, Florida 32601, hereinafter referred to as the "Tax Collector," and the Finley Woods Community Development District, a local unit of special purpose government established pursuant to Chapter 1 90, Flor­ ida Statutes, whose address is 1205 1 Corporate Blvd, Orlando, Florida 32817, hereinafter re­ ferred to as the "District."

WITNE S S ET H: 

WHEREAS, the District is authorized to impose special assessments or non-ad valorem assessments (herein "Special Assessments"), and by Resolution 2020-04 adopted on October 24, 2019, has expressed its intent to use the uniform method of notice, levy, collection and enforce­ ment of such Special Assessments (herein "Uniform Method of Collection") as authorized by Sections 1 97.3632 and 190.01 1 (4), Fla. Stat. (2014), and Rule 12D-18, Fla. Admin. Code, as amended; and
WHEREAS, this Agreement is intended to conform with the requirement of Section 197.3632, Fla. Stat., that the District and the Tax Collector enter into a written agreement provid­ ing for reimbursement of necessary administrative costs incurred as a result ofthe use of the Uni­ form Method of Collection; and
WHEREAS, Section 197.3632, Fla. Stat., provides that the District shall bear all costs associated with any separate notice in the event the Tax Collector is unable to merge the District's non-ad valorem assessment roll to produce the annual tax notice; and

WHEREAS, Section 197.3632, Fla. Stat., provides that the District shall compensate the Tax Collector for the costs of collecting the Special Assessments; and

1

WHEREAS, the Tax Collector, a State Constitutional Officer for the county political sub­ division, is charged by general law in Chapter 197, Fla. Stat., and related rules and regulations, to function as the agent of the Florida Department of Revenue for purposes of the Uniform Method of Collection; and

WHEREAS, the duties of the Tax Collector under Section 197.3632, Fla. Stat., are min­ isterial; and
WHEREAS, the sole and exclusive responsibility to determine, impose and levy Special Assessments and to determine that they are legal, constitutional and lienable Special Assessments is that of the District and no other person, entity or officer.
NOW, THEREFORE, in consideration of the mutual promises, covenants, representa­ tions, and agreements contained herein, the District and the Tax Collector agree as follows:
ARTICLE I
Incorporation
The findings, recitals and Acknowledgements contained herein are true, correct and in­ corporated in this Agreement.
ARTICLE II
Purpose
The purpose of this Agreement is to establish the terms and conditions under which the Tax Collector shall collect and enforce the collection of those certain Special Assessments levied by the District (including reimbursement by the District to the Tax Collector for actual costs of collection) pursuant to the Uniform Method of Collection, as provided by Section 1 97 .3632(8)(c), Fla. Stat.; payment by the District of any costs involved in separate mailings because of non­ merger of any non-ad valorem assessment roll as certified by the District pursuant to Section 197.3632(7), Fla. Stat.; and reimbursement by the District of necessary administrative costs, in­ cluding, but not limited to, those costs associated with personnel, forms, supplies, data processing, computer equipment, postage and programming which attend all ofthe collection and enforcement duties imposed upon the Tax Collector by the Uniform Method of Collection, as provided in Sec­ tion 1 97.3632(2), Fla. Stat.

2

ARTICLE III
Term
The term of the Agreement shall commence on October 1, 2020, and shall run through September 30, 2021, the date of signature of the parties notwithstanding, and shall automatically be renewed thereafter for successive periods not to exceed one year each. However, the District shall inform the Tax Collector and the Department of Revenue by January 10 in any calendar year the District intends to discontinue using the Uniform Method of Collection referred to in this Agreement.
ARTICLE IV
Compliance with Laws and Regulations
The parties shall abide by all statutes, rules and regulations pertaining to the levy and col­ lection ofnon-ad valorem assessments, and any resolution promulgated by the District, not incon­ sistent with, nor contrary to, the provisions of Sections 1 97.3632 and 1 97.3635, Fla. Stat., as amended, and any applicable rules duly promulgated by the Florida Department of Revenue.
ARTICLE V
Duties and Responsibilities of District
By August 1 of each year, the District shall certify a non-ad valorem assessment roll on compatible electronic medium to the Tax Collector. The District shall post the non-ad valorem assessment for each parcel on the assessment roll.
ARTICLE VI
Duties and Responsibilities of Tax Collector

The Tax Collector shall merge all rolls, prepare a collection roll and prepare a combined notice (the tax notice) for both ad valorem taxes and the fire services non-ad valorem assessment for the District, pursuant to Sections 1 97.3632 and 1 97.3635, Florida Statues, as amended, and any rules duly promulgated by the Department of Revenue pursuant to these statutes.
Ifthe Tax Collector, in its sole discretion, determines that a separate mailing is authorized pursuant to Section 1 97.3632(7), Fla. Stat., and any applicable rules promulgated by the Depart­ ment of Revenue, and any successor provision to said law or rules, the Tax Collector shall either mail a separate bill (not the tax notices) of the particular non-ad valorem special assessment or
3

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.  If such a separate mailing is required, the District, upon timely billing by the Tax Collector, shall bear all costs associated with the separate bill for the non-ad valorem special assessment that could not be merged.
ARTICLE VII
Costs
The District shall compensate the Tax Collector for actual collection costs not to exceed two percent of collections, for the collection and enforcement of the Special Assessments by the Tax Collector, pursuant to Section 1 97.3632, Fla. Stat., to include, but not be limited to, those costs associated with personnel, forms, supplies, data processing, computer equipment, postage and programming. The District agrees the Tax Collector shall deduct the amounts before the Special Assessments are distributed to the District.

The District shall pay for or, alternatively, 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), Fla. Stat., and Rule 12D- 18.004(2), Fla. Admin. Code, to produce a combined notice for ad valorem taxes and non-ad valorem special assessments.

The District shall pay directly for necessary advertising relating to implementation of the Uniform Method of Collection, pursuant to Sections 197.3632 and 1 97.3635, Fla. Stat., and Rule 12D- l 8, Fla. Admin. Code.
ARTICLE VIII
Miscellaneous
Good Faith. The parties shall perform all their obligations under this Agreement in accordance with good faith and prudent practice
Entire Agreement. 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 ofthe parties hereto.

4

Severability. 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 removal of such provision which is found to be invalid alters substantially the benefits of this Agreement
for either party or renders the statutory or regulatory obligations unperformable.
Rescission of Agreement. Either party may, upon 1 80 calendar days' notice, uni- laterally rescind this Agreement provided that any costs which are incurred by the District shall be paid to the Tax Collector prior to rescission by the District.
Sovereign Immunity. Nothing herein shall be construed as consent by an agency
or subdivision of the State of Florida to be sued by third parties in any matter arising out of this contract or as a waiver of sovereign immunity by any party to which sovereign immunity applies.
Filing of Agreement. The Tax Collector, upon execution ofthis Agreement, shall
file this Agreement and any subsequent amendments hereto, with the Clerk of the Circuit Court in the official records of Alachua County, as required by Section 1 63.01(1 1 ), Fla. Stat.
Successors and Assigns. Neither party shall assign its rights hereunder, nor shall
it delegate any of its duties hereunder without the written consent of the other party. This agree­ ment shall be binding on each party hereto, its successors, assigns and legal representatives.
Resolution of Disputes. If the parties are unable to resolve any issue in which
they may be in disagreement or in the event of default, such dispute will be resolved in accordance with Chapter 1 64, Fla. Stat., entitled the "Florida Governmental Conflict Resolution Act."
Governing Law and Venue. This Agreement is governed in accordance with the
laws of the State of Florida. Venue shall be in Alachua County, Florida.
1 0) Notices. Written notice shall be given to the parties at the following addresses, or such other place or person as each party shall designate by similar notice.

As to Tax Collector:

As to the District:

The Honorable John Power Alachua County Tax Collector 12 SE 1 st Street
Gainesville, Florida 32601 -6886

Finley Woods
Community Development District 1 205 1 Corporate Blvd.
Orlando, Florida 328 17 Attn: District Manager

5

With copy to:		Hopping Green & Sams, P.A. Post Office Box 6526 Tallahassee, Florida 323 14 Attn: Katie S. Buchanan

IN WITNESS WHEREOF, the District and the Tax Collector have executed and deliv­ ered this Agreement as the date first above written.

ATTEST:	ALACHUA COUNTY TAX COLLECTOR

John Power

Date:  	

As authorized for execution by the Board of Supervisors of the Finley Woods Community Development District at its monthly meeting.

ATTEST:	FINLEY WOODS
COMMUNITY DEVELOPMENT DISTRICT

By: -	 		­ Chairman, Board of Supervisors

Date:  	

6

Finley Woods Community Development District

Alachua County Property Appraiser Ag reement

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT UNIFORM COLLECTION AGREEMENT TO ESTABLISH THE TERMS OF ALACHUA COUNTY PROPERTY APPRAISER PROVISION OF
SERVICES ASSOCIATED WITH COLLECTION OF NON-AD VALOREM ASSESSMENT

THIS AGREEMENT is made and entered into this 2l 5t day of November, 2019, by and between the Honorable Edward Crapo, Alachua County Property Appraiser, a constitutional officer for the State of Florida, whose address is 515 North Main, Street Suite 200, Gainesville, Florida 32601, hereinafter referred to as the "Property Appraiser," and the Finley Woods Community Development District, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes, whose address is 12051 Corporate Blvd, Orlando Florida 3281 7, hereinafter referred to as the "District."
WITNESSETH:
WHEREAS, the District is authorized to impose special assessments or non-ad valorem assessments (herein "Special Assessments"), and by Resolution 2020-04 adopted on October 24, 2019, has expressed its intent to use the uniform method of notice levy, collection and enforcement of such Special Assessments (herein "Uniform Method of Collection") as authorized by Sections 1 97.3632 and 190.01 1 (4), Fla. Stat. (201 4), and Rule 1 2D-18, Fla.
Admin. Code, as amended; and
WHEREAS, this agreement is intended to conform with the requirement of Section 1 97.3632, Fla. Stat., that the District and the Property Appraiser enter into a written agreement
providing for reimbursement of necessary administrative and actual costs incurred as a result of the use of the Uniform Method of Collection; such administrative and actual costs include, but are not limited to those costs associated with personnel, forms, supplies, data processing, computer equipment, postage and programming; and
WHEREAS, the duties ofthe Property Appraiser under Section 1 97. 3632, Fla. Stat., are ministerial; and
WHEREAS, the sole and exclusive responsibility to determine, impose and levy Special Assessments and to determine that they are legal, constitutional and lienable Special Assessments is that of the District and no other person, entity or officer.
NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and agreements contained herein, the District and the Property Appraiser agree as follows:

1

ARTICLE I
Incorporation
The findings, recitals and Acknowledgements contained herein are true, correct and incorporated in this Agreement.

ARTICLE II
Purpose
The purpose of this Agreement is to establish the terms and conditions under which the Property Appraiser will provide the District with the legal descriptions of properties located within the boundaries of the District, and the names and mailing addresses of the owners of such property, as required by Section l 97.3632(3)(a), Fla. Stat., in order for the District to implement the Uniform Method for the notice, levy, collection, and enforcement of non-ad valorem assessments; and to provide for reimbursement by the district to the Property Appraiser for all necessary administrative and actual costs incurred by them in such activity.

ARTICLE III
Term
The term of this Agreement shall commence upon the date first above written and shall run through the end of the calendar year and shall automatically be renewed thereafter, for successive periods, not to exceed one year each. However, the District or the Property Appraiser shall inform the other party and the Department of Revenue by January 10 in the calendar year the District or the Property Appraiser intends to discontinue using the Uniform Method of
Collection referred to in this Agreement.

ARTICLE IV
Compliance with Laws and Regulations
The parties shall abide by all statutes, rules and regulations pertaining to the levy and collection of non-ad valorem assessments, and any resolution promulgated by the District, not inconsistent with, nor contrary to, the provisions of Sections 197.3632 and 1 97.3635, Fla. Stat., as amended, and any applicable rules duly promulgated by the Florida Department of Revenue.

ARTICLE V
Duties and Responsibilities of District

The District shall:

be solely responsible for imposing and levying valid non-ad valorem assessments; and

2

reimburse the Property Appraiser for aU necessary administrative and actual costs incurred by the Property Appraiser in providing the information and cooperation; and
make all reimbursement or payment to the Property Appraiser hereunder in accordance with the Florida Prompt Payment Act, Chapter 278, Part VII, Fla. Stats., or its successor in function; and
designate and authorize a person, other than the Property Appraiser, to receive and process any request for changes, modifications or corrections to the subject non-ad valorem roll and, ifnecessary, file with the Alachua County Tax Collector an appropriate certificate of correction; and
cooperate with the Property Appraiser to implement the Uniform Method of Collection of each of the subject non-ad valorem assessment roll, pursuant to, and consistent with, all the provisions of Chapter 1 97, specifically Sections 1 97.3632 and 197.3635, Fla. Stat. as amended.

ARTICLE VI
Duties and Responsibilities of Property Appraiser

The Property Appraiser Shall:

annually by June 1 provide the District with at least the following information by compatible electronic medium:
the legal description ofthe property affected by the levy;
the names and mailing addresses ofthe owners of such property;
the property identification number ofeach parcel in a manner that conforms to the format ofthe ad valorem roll submitted to the Department of Revenue; and
any other information reasonably needed by the District to create, recompute, reconfigure, revise, correct, or otherwise formulate the non-ad valorem assessment rolls; and
although the Property Appraiser is not required by law to submit information other than items (1 ), (2), and (3) in paragraph (A) of this section, the Property Appraiser shall make reasonable efforts to assist and accommodate the District's creation of a non-ad valorem assessment roll; and
cooperate with the District and the Tax Collector to implement the Uniform Method of Collection, pursuant to, and consistent with, all the provisions of Chapter 1 97, specifically Sections 1 97.3632 and 1 97.3635, Fla. Stats., as amended.

The Property Appraiser's duties and responsibilities under this Agreement are contingent on the District performing its duties and responsibilities.

3

ARTICLE VII
Costs

The Property Appraiser will annually provide all services required by this Agreement for
$75.00 payment each year. Expenses for any additional services will be determined solely by the Property Appraiser and will be in addition to the above referenced fee. All payments are due prior to the Property Appraiser performing any of its duties or responsibilities under this
Agreement.

ARTICLE VIII
Miscellaneous

Good Faith. The parties shall perform all their obligations under this Agreement in accordance with good faith and prudent practice
Entire Agreement. 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 of the parties hereto.
Severability. 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 removal ofsuch provision which is found to be invalid alters substantially the benefits of this Agreement for either party or renders the statutory or regulatory obligations unperformable.
Rescission of Agreement. Either Party may, upon 1 80 calendar days' notice, unilaterally rescind this Agreement provided that any costs which are incurred by the District shall be paid to the Property Appraiser prior to rescission by the District.
Sovereign Immunity. Nothing herein shall be construed as consent by an agency or subdivision of the State of Florida to be sued by third parties in any matter arising out of this contract or as a waiver of sovereign immunity by any party to which sovereign
immunity applies.
Liability. Each party shall be solely responsible for the negligent or wrongful acts of its employees and agents. Nothing contained herein constitutes a waiver by either party of its sovereign immunity or the provisions of Section 768.28, Fla. Stat.
No Third-Party Beneficiaries. Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third-party.
Filing of Agreement. The Property Appraiser, upon execution ofthis Agreement, shall file this agreement and any subsequent amendments hereto, with the Clerk of the Circuit Court in the official records of Alachua County, as required by Section 1 63.02 (1 1 ), Fla. Stat.
4

Successors and Assigns. Neither party shall assign its rights hereunder, nor shall it delegate any of its duties hereunder without the written consent of the other party. This agreement shall be binding on each party hereto, its successors, assigns and legal representatives.
1 0) Resolution of Disputes. Ifthe parties are unable to resolve any issue in which they may be in disagreement or in the event ofdefault, such dispute will be resolved in accordance with Chapter 1 64, Fla. Stat., entitled the "Florida Governmental Conflict Resolution Act."
1 1) Governing Law and Venue. This agreement is governed in accordance with the laws of the State ofFlorida. Venue shall be in Alachua County, Florida.
1 2) Notices. Written notice shall be given to the parties at the following mailing addresses, or such other place or person as each party shall designate by similar notice.

As Property Appraiser:

As to the District:

With copy to:

The Honorable Edward Crapo Alachua County Property Appraiser 515 N Main Street Suite 200
Gainesville, Florida 32601

Finley Woods
Community Development District 1 205 1 Corporate Blvd.
Orlando, Florida 328 17 Attn: District Manager

Hopping Green & Sams, P.A. Post Office Box 6526 Tallahassee, FL 32614 
Attn: Katie S. Buchanan

5

IN WITNESS WHEREOF, the district and the Property Appraiser have executed and delivered this Agreement as the date first above written.

.-=-,----=-£��12J���&uw

ATTEST:	ALACHUA COUNTY PROPERTY APPRAISER
k.tt111/•__,	By:	-z=>
Edward A. Crapo
Date:	I ( /2 ( (, Cf

As authorized for execution by the Board of Supervisors of Finley Woods Community Development District at its monthly meeting.

FINLEY WOODS COMMUNITY

ATTEST:

DEVELOPMENT DISTRICT
By:	­
Chairman, Board of Supervisors
Date :   	

6

Finley Woods Community Development District

CHW District Engineering Services Agreement

AGREEMENT BETWEEN FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT AND CHW, INC.,
FOR PROFESSIONAL ENGINEERING SERVICES
THIS AGREEMENT ("Agreement") made and entered into effective the 30_ day of 0 tober , 201 9, by and between:
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT, a local unit of special­ purpose government established pursuant to Chapter 1 90, Florida Statutes, and located in City of Gainesville, Florida, with a mailing address of 1205 1 Corporate Boulevard, Orlando, Florida 328 17 ("District"); and
CHW, INC., a Florida corporation, with a mailing address of 11 80 l Research Drive, Alachua, Florida 326 15 ("Engineer").
RECITALS
WHEREAS, the District is a Local unit of special-purpose government established pursuant to the Uniform Community Development District Act of 1 980, as codified in Chapter 190, Florida Statutes ("Uniform Act"), by ordinance of the City of Gainesville, Florida; and
WHEREAS, the District is authorized to plan, finance, construct, install, acquire and/or maintain improvements, facilities and services in conjunction with the development of the lands within the District; and
WHEREAS, pursuant to Sections 1 90.033 and 287.055, Florida Statutes, the District solicited statements of qualification from qualified firms to provide professional engineering services on a continuing basis; and
WHEREAS, Engineer submitted a statement of qualification to serve in this capacity; and
WHEREAS, the District's Board of Supervisors ("Board") ranked Engineer as the most qualified firm to provide professional engineering services for the District on a continuing basis and authorized the negotiation ofa contract pursuant to Section 287.055, Florida Statutes; and
WHEREAS, the District intends to employ Engineer to perform engineering, construction administration, environmental management and permitting, financial and economic studies, as defined by a separate work authorization or work authorizations; and
WHEREAS, the Engineer shall serve as District's professional representative in each service or project to which this Agreement applies and will give consultation and advice to the District during performance of these services.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the acts and deeds to be performed by the parties and the payments by the District to the Engineer of the sums of money herein specified, it is mutually covenanted and agreed as follows:
Article 1.	Scope of Services
The Engineer will provide general engineering services, including:
Preparation of any necessary reports and attendance at meetings of the Board.
Providing professional engineering services including but not limited to review and execution of documents under the District's Trust Indentures and monitoring of District projects. Performance of any other duties related to the provision of infrastructure and services as requested by the Board, District Manager, or District Counsel.
Any other items requested by the Board.
Engineer shall, when authorized by the Board, provide general services related to construction of any District projects including, but not limited to:
I • Periodic visits to the site, or full time construction management of District projects, as directed by District.
Processing of contractor's pay estimates.
Preparation of, and/or assistance with the preparation of, work authorizations, requisitions, change orders and acquisitions for review by the District Manager, District Counsel and the Board.
Final inspection and requested certificates for construction including the final certificate of construction.
Consultation and advice during construction, including performing all roles and actions required of any construction contract between District and any contractor(s) in which Engineer is named as owner's representative or "Engineer."
Any other activity related to construction as authorized by the Board.
With respect to maintenance of the facilities, Engineer shall render such services as authorized by the Board.
Article 2. Method of Authorization. Each service or project shall be authorized in writing by the District. The written authorization shall be incorporated in a work authorization which shall include the scope of work, compensation, project schedule, and special provisions or conditions specific to the service or project bring authorized ("Work Authorization"). Authorization of services or projects under the contract shall be at the sole option of the District.

2

Article 3. Compensation. It is understood and agreed that the payment of compensation for services under this Agreement shall be stipulated in each Work Authorization. One of the following methods will be utilized:
Lump Sum Amount - The District and Engineer shall mutually agree to a lump sum amount for the services to be rendered payable monthly in direct proportion to the work accomplished. For any lump-sum or cost-plus-a-fixed-fee professional service contract over the threshold amount provided in Section 287 .0 17, Florida Statutes, for CATEGORY FOUR, the District shall require the Engineer to execute a truth-in­ negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The price for any lump sum Work Authorization, and any additions thereto, will be adjusted to exclude any significant sums by which the District determines the Work Authorization was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments must be made within one ( l) year following the completion of the work contemplated by the lump sum Work Authorization.
Hourly Personnel Rates - For services or projects where scope of services is not clearly defined, or recurring services or other projects where the District desires to use the hourly compensation rates outlined in Schedule A attached hereto. The District and Engineer may agree to a "not to exceed" amount when utilizing hourly personnel rates for a specific work authorization.
Article 4. Reimbursable Expenses. Reimbursable expenses consist of actual expenditures made by Engineer, its employees, or its consultants in the interest of the project for the incidental expenses as listed as follows:
Expenses of transportation and living when traveling in connection with a project, for long distance phone calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over the project. All expenditures shall be made m accordance with Chapter 1 12, Florida Statutes, and with the District' s travel policy.
Expense of reproduction, postage and handling of drawings and specifications.
Article 5. Term of Contract. It is understood and agreed that this Agreement is for engineering services. It is further understood and agreed that the tenn of this Agreement will be from the time of execution of this Agreement until terminated pursuant to Article 21. 
Article 6. Special Consultants. When authorized in  writing  by  the  District,  additional special consulting services may be utilized by Engineer and paid for on a cost basis.
Article 7. Books and Records. Engineer shall maintain comprehensive books and records relating to any services performed under this Agreement, which shall be retained by Engineer for a period of at least four (4) years from and after completion of any services hereunder, or such further time as required under Florida's public records law. The District, or its
3

authorized representative, shall have the right to audit such books and records at all reasonable times upon prior notice to Engineer.
Article 8.	Ownership of Documents.
All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Engineer pursuant to this Agreement (the "Work Product") shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.
The Engineer shall deliver all Work Product to the District upon completion thereof unless it is necessary for Engineer in the District's sole discretion, to retain possession for a longer period of time. Upon early termination of Engineer's services hereunder, Engineer shall deliver all such Work Product whether complete or not. The District shall have all rights to use any and all Work Product. Engineer shall retain copies of the Work Product for its permanent records, provided the Work Product is not used without the District's prior express written consent. Engineer agrees not to recreate any Work Product contemplated by this Agreement, or portions thereof, which if constructed or otherwise materialized, would be reasonably identifiable with the Project. If said Work Product is used by the District for any purpose other than that purpose which is intended by this Agreement, the District shall indemnify Engineer from any and all claims and liabilities which may result from such re-use, in the event Engineer does not consent to such use.
The District exclusively retains all manufacturing rights to all materials or designs developed under this Agreement. To the extent the services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for the District as the author, creator, or inventor thereof upon creation, and the District shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Engineer hereby assigns to the District any and all rights Engineer may have including, without limitation, the copyright, with respect to such work. The Engineer acknowledges that the District is the motivating factor for, and for the purpose of copyright or patent, has the right to direct and supervise the preparation of such copyrightable or patentable materials or designs.
Article 9. Accounting Records. Records of Engineer pertaining to the services provided hereunder shall be kept on a basis of generally accepted accounting principles and shall be available to the District or its authorized representative for observation or audit at mutually agreeable times.
Article 10. Independent Contractor. Engineer and District agree that Engineer is and shall remain at all times an independent contractor and shall not in any way claim or be considered an employee of District. Engineer shall not have authority to hire persons as employees of District.
4

Article 11. Reuse of Documents. All documents including drawings and specifications furnished by Engineer pursuant to this Agreement are instruments of service. They are not intended or represented to be suitable for reuse by District or others on extensions of the work for which they were provided or on any other project. Any reuse without specific written consent by Engineer will be at the District's sole risk and without liability or legal exposure to Engineer. All documents including drawings, plans and specifications furnished by Engineer to District are subject to reuse in accordance with Section 287.055(10), Florida Statutes.
Article 12. Estimate of Cost. Since Engineer has no control over the cost of labor, materials or equipment or over a contractor's(s') methods of determining prices, or over competitive bidding or market conditions, his opinions of probable cost provided as a service hereunder are to be made on the basis of his experience and qualifications and represent his best judgment as a design professional familiar with the construction industry, but Engineer cannot and does not guarantee that proposals, bids, or the construction costs will not vary from opinions of probable cost prepared by him. If the District wishes greater assurance as to the construction costs, it shall employ an independent cost estimator at its own expense. Services to modify approved documents to bring the construction cost within any limitation established by the District will be considered additional services and justify additional fees.
Article 13. Insurance. Engineer shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than the following:

Workers' Compensation
General Liability
Bodily Injury (including Contractual) Property Damage (including Contractual)
Automobile Liability
Bodily Injury / Property Damage
Professional Liability for Errors and Omissions

Statutory

$ 1 ,000,000/$2,000,000
$1 ,000,000/$2,000,000

Combined Single Limit $500,000

$1 ,000,000

The District, its officers, supervisors, agents, staff, and representatives shall be named as additional insured parties (except on Professional Liability for Errors and Omissions). The Engineer shall furnish the District with the Certificate of Insurance evidencing compliance with the requirements of this Article. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective within thirty (30) days ofprior written notice of cancellation to the
5

District. Insurance coverage shall be from a reputable insurance earner, licensed to conduct business in the state of Florida.
Article 14. Contingent Fee. The Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Engineer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.
Article 15. Audit. The Engineer agrees that the District or any of its duly authorized representatives shall, until the expiration of three years after expenditure of funds under this Agreement, have access to and the right to examine any books, documents, papers, and records of the Engineer involving transactions related to the Agreement. The Engineer agrees that payment made under the Agreement shall be subject to reduction for amounts charged thereto that are found on the basis of audit examination not to constitute allowable costs. All required records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or three years after completion of all work under the Agreement.
Article 16. Indemnification. Engineer shall indemnify and hold harmless the District, and its officers, employees and staff, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, which may come against the District and the District's officers and staff to the extent caused by negligent, reckless, or intentionally wrongful acts or omissions by the Engineer or persons employed or utilized by Engineer in the course of any work done in connection with any of the matters set out in this Agreement. Engineer agrees and covenants that nothing herein shall constitute or be construed as a waiver of the District's sovereign immunity pursuant to Section 768.28, Florida Statutes, or any other statute or law.
Article 17. Compliance with Public Records Laws.  Engineer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Engineer agrees to comply with all applicable provisions of Florida law in handling such records, including, but not limited, to Section 1 19.0701, Florida Statutes. Among other requirements and to the extent applicable by law, Engineer shall 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, hereinafter defined, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 1 19, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of this Agreement term and following this Agreement term if Engineer does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of this Agreement, transfer to the District, at no cost, all public records in Engineer's possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by Engineer, Engineer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.
6

All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats. Engineer acknowledges that the designated Public Records Custodian for the District is Jane Gaarlandt.
IF THE ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STA TUTES, TO THE ENGINEER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 723-5900, CAA RLA   DTJ@1 PFM.COM,    OR   AT    12051    CORPORATE BOULEVARD, ORLANDO, FLORIDA 32817.
Article 18. Employment Verification. The Engineer agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1 986, of all persons it employs in the performance of this Agreement.
Article 19. Controlling Law; Jurisdiction and Venue. Engineer and  the District agree that this Agreement shall be controlled and governed by the laws of the State of Florida. Jurisdiction and venue for any proceeding with respect to this Agreement shall be in Alachua County, Florida.
Article 20. Assignment. Neither the District nor the Engineer shall assign, sublet, or transfer any rights under or interest in this Agreement without the express written consent of the other. Nothing in this paragraph shall prevent the Engineer from employing such independent professional associates and consultants as Engineer deems appropriate, pursuant to the terms of this Agreement.
Article 21. Termination. The District may terminate this Agreement for cause immediately upon notice to Engineer. The District or the Engineer may terminate this Agreement without cause upon thirty (30) days written notice. At such time as the Engineer receives notification of the intent of the District to terminate the contract, the Engineer shall not perform any further services unless directed to do so in writing by the District. In the event of any termination or breach of any kind, the Engineer shall not be entitled to consequential or other damages of any kind (including but not limited to lost profits), but instead the Engineer's sole remedy will be to recover payment for services rendered to the date of the notice of termination, subject to any offsets.
Article 22. Notices. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be delivered, transmitted by electronic mail (e-mail) and mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

7

If to the District:

With a copy to:

If to Engineer:

Finley Woods Community Development District
1205 1 Corporate Boulevard
Orlando, Florida 32817 Attn: Jane Gaarlandt
Hopping Green & Sams, P.A.
11 9 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Katie S. Buchanan
CHW, Inc.
11 801 Research Drive
Alachua, Florida 326 15 Attn: Gerry Dedenbach

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 District and counsel for Engineer may deliver Notice on behalf of District and Engineer, respectively. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.
Article 23. Recovery of Costs and Fees. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys' fees.
Article 24. Compliance with Professional Standards. In performing its obligations under this Agreement, the Engineer and each of its agents, servants, employees or anyone directly or indirectly employed by Engineer, shall maintain the highest standard of care, skill, diligence and professional competency for such work and/or services. Any designs, drawings, reports or specifications prepared or furnished by the Engineer that contain errors, conflicts or omissions will be promptly corrected by Engineer at no cost to the District.
Article 25. Acceptance. Acceptance of this Agreement is indicated by the signature of the authorized representative ofthe District and the Engineer in the spaces provided below.

8

IN WITNESS WHEREOF, the parties hereto have caused these present to be executed the day and year first above written.

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

CHW, INC.

Witness
r·l
i__..,	,:
Witness
Sdaedale A � Rate Schedule

�:   Robert J. Walpole
-its: President

9

Schedule "A"

Civil E nginee ring Division
Director Engineering
Senior Project Manager

Schedule 'A'
CHW - 2020 Standard Rates
Effective July 1, 2019 -June 30, 2020

Rate
$ 175.00/hr.
$ 1 60.00/hr.

Project Manager/Professional Engineer Project Engineer
Project Coordinator

Construction E ngineering Inspections Division
Director Construction Services Construction Project Manager Senior Inspector/Supervisor
Inspector

Planning Division
Director of Planning & G.1.S. Services Senior Project Manager
Senior Planner Land Planner

Design Division
Design Manager
Project Manager/Professional Landscape Architect Project Landscape Architect
Designer

Land Surveying Division
Director/Professional Surveyor & Mapper Senior Project Manager
Professional Surveyor & Mapper Chief of Surveys/Project Surveyor 2-Man Field Crew
GPS Field Operator/Robotics (1 -man) Field Technician
Project Coordinator

All D ivisions Depositions/Expert Witness Principals
Senior CADD Designer CADD Designer II 
GIS/Mapping Technician GADD Designer I
Project Interns
Project Assistant / Administrative Assistant
H.:\PtoPo fGIJ--Jll t TA S(Dpdords\Standutd Ratu Schrdfolltl,lDJOhau1",,fees dacx

Overnight deliveries and Prints charged at 115% of actual cost. Rates may be increased by 5% July 1 of each year of this contract.

$  1 40.00/hr.
$ 1 1 5.00/hr.
$   65.00/hr.

Rate
$ 1 75.00/hr.
$ 125.00/hr.
$ 1 00.00/hr.
$  85.00/hr.

Rate
$ 1 75.00/hr.
$ 1 60.00/hr.
$ 140.00/hr.
$ 11 5.00/hr.

Rate
$ 1 75.00/hr.
$ 1 35.00/hr.
$ 1 1 5.00/hr.
$ 1 00.00/hr.

Rate
$ 1 75.00/hr.
$ 1 60.00/hr.
$ 140.00/hr.
$ 11 5.00/hr.
$ 1 45.00/hr.
$  1 1 0.00/hr.
$  70.00/hr.
$  65.00/hr.

Rate
$ 450.00/hr.
$ 225.00/hr.
$ 1 05.00/hr.
$ 1 00.00/hr.
$   90.00/hr.
$   80.00/hr.
$   60.00/hr.
$   60.00/hr.

Finley Woods
Community Development District

Funding Request Nos. 3 - 5

FINLEY WOODS
CO M M U N I TY	D E V E L O P M E N T D I S T R I C T 

Funding Request No. 3
10/23/2019 

Item	Vendor
No.

FY19 
Invoice	General
Number	Fund

FY20
General Fund

1	Alachua County Today		
Legal Ad 1 0/03/1 9	AT66228-003		$ 1 ,230.00	
Legal Ad 9/26/1 9 - 1 0/03/1 9	661 91	$	365.24		
2	Hopping Green & Sams				
Dist. Counsel Svcs Aug 2019	1 10228	$	3,890.65		
3	PFM Group Consulting LLC
Billable Expenses for July 201 9	
1 05921	
$	1 45.12 		
		$	4,401 .01	$ 1 ,230.00	
	
TOTAL	
$	5,631 .01		

Board Member

Ple888 Relum To:
Finley Woods COD
c/o PFM Group Consulling LLC
12051 Corporate Boulevard
Orlando, FL 32817

FINLEY WOODS
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T 

Funding Request No. 4
11 /20/2019 

Item	Vendor
No.

Invoice Number

FY19	FY20
General	General
Fund	Fund

1	Alachua County Today
Legal Ad 9/26/1 9 - 1 0/1 7/1 9	
661 90		
$	383. 60	
Legal Ad 11 /07/19 	6641 1		$	87. 17 	
2	Hopping Green & Sams
Dist. Counsel Svcs Sep 2019 	
11 0949	
$	700.00		
3	PFM Group Consulting LLC
Dist. Mgmt Fee 8/14-Sep 2019 	
DM-1 0-2019-0030	
$	2, 500.00		
Dist. Mgmt Fee Oct 2019 
Postage/Copies Sep 2019 	DM-1 0-201 9-0031 OE-EXP-00468	
$	336.55	$ 1,666.67	
		$	3,536.55	$ 2, 137.44	

TOTAL	$5,673.99

Board Member

Please Return To:
Finlay Woods COD
c/o PFM Group Consulting LLC 12051 Corporate Boulevard
Orlando, FL 32817

FINLEY WOODS
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T 

Funding Request No. 5
12/1 2/2019 

Item
No.	Vendor

FY1 9	FY20
Invoice	General	General
Number	Fund	Fund

1	Alachua County Today
Legal Ad 10/3/1 9	
10/3/19-AT662 18	
$	1 26.27	
Legal Ad 1 0/1 0/1 9	10/1 0/1 9-AT662 18	$	1 26.27	
Legal Ad 10/1 0/19	10/10/19-AT66228-004	$ 1,230.00	
2	H opping Green & Sams
Dist. Counsel Svcs Oct 2019 	
11 1435	
$ 2, 572.93	
Constr. Counsel Svcs Oct 2019	11 1436	$	698.00	
3	PFM Group Consulting LLC
Dist. Mgmt Fee Nov 2019 	
DM-1 1 -2019-0023	
$ 1, 666.67	
		$	$ 6,420. 14	
	
TOTAL	
$6,420.14	

Board Member

Please Return To:
Finley Woods COD
c/o PFM Group Consulting LLC 12051 Corporate Boulevard
Orlando, FL 32817 

Finley Woods Community Development District

Monthly Financials

Finley Woods CDD
Statement of Financial Position As of 11/30/2019

General Fund

Current Assets
General Checking Account	$5,631 .01	
Accounts Receivable - Due from Developer	5,673.99	
Total Current Assets	$1 1,305.00	

Total Assets

$1 1 ,305.00

Liabilities and Net Assets

Current Liabilities		
Accounts Payable	$1 1 ,305.00	
Deferred Revenue	5,673.99	
Total Current Liabilities	$16,978.99	

Total Liabilities

Net Assets

$16,978.99

Net Assets - General Government	($3,536.55)	
Current Year Net Assets - General Government	(2,1 37.44)	
Total Net Assets	($5,673.99)	
Total Liabilities and Net Assets	$11 ,305.00	

Finley Woods COD Statement of Activities As of 11 /30/2019

Revenues
Developer Contributions Total Revenues
Expenses

General Fund

$6,305.00
$6,305.00

D&O Insurance	$2,250.00	
Management	1 ,666.67	
Legal Advertising	1, 700.77	
Dues, Licenses, and Fees	75.00	
General Insurance	2,750.00	
Total Expenses	$8,442.44	

Other Revenues (Expenses) & Gains(Losses)

Total Other Revenues (Expenses) & Gains (Losses)

Change In Net Assets

Net Assets At Beginning Of Year

Net Assets At End Of Year

$0.00 ($2,137.44)
($3, 536.55)

($5,673.99)

Finley Woods COD
Budget to Actual
For the Month Ending 11/30/2019

Actual

Year To Date
Budget	Variance

FY 2020
Adopted Budget

33.34

Revenues
Developer Contributions	$6,305.00	$25,783.34	($ 19,478.34)	$154,700.00	
Net Revenues	$6,305.00	$25,783.34	($19,478.34)	$154,700.00	
General & Administri!tlve E1ci;1enses
D&O Insurance	$2,250.00	$833.34	$1 ,416.66	$5,000.00	
Management	1 ,666.67	3,333.34	(1 ,666.67)	20,000.00	
Engineering	0.00	1 ,666.66	(1 ,666.66)	10,000.00	
District Counsel	0.00	4,166.66	(4,1 66.66)	25,000.00	
Audit	0.00	833.34	(833.34)	5,000.00	
Telephone	0.00	166.66	(1 66.66)	1 ,000.00	
Postage & Shipping	0.00	50.00	(50.00)	300.00	
Copies	0.00	83.34	(83.34)	500.00	
Legal Advertising	1, 700.77	616.66	1 ,084. 11 	3,700.00	
Bank Fees	0.00	41 .66	(41 .66)	250.00	
Miscellaneous	0.00	166.70	(166.70)	1,000.00	
Web Site Maintenance	0.00	450.00	(450.00)	2,700.00	
Dues, Licenses, and Fees	75.00	41 .66		250.00	
Irrigation	0.00	1 ,666.66	(1 ,666.66)	10,000.00	
General Insurance	2,750.00	0.00	2,750.00	0 .00	
Lake Maintenance	0.00	1 ,666.66	(1 ,666.66)	10,000.00	
Landscaping Maintenance & Material	0.00	8,333.34	(8,333.34)	50,000.00	
Streetlights	0.00	1 ,666.66	(1 ,666.66)	10,000.00	
Total General & Administrative Expenses	$8,442.44	$25,783.34	($17,340.90)	$154,700.00	
Total Expenses	$8.442.44	!25.783.34	($1 7,340.90)	$154a700.00	
Net Income (Loss)	($2, 1 37.44)	$0.00	($2, 1 37.44)	$0.00